0001902733-23-000024.txt : 20230328 0001902733-23-000024.hdr.sgml : 20230328 20230328172033 ACCESSION NUMBER: 0001902733-23-000024 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 124 CONFORMED PERIOD OF REPORT: 20230131 FILED AS OF DATE: 20230328 DATE AS OF CHANGE: 20230328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: nCino, Inc. CENTRAL INDEX KEY: 0001902733 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 23770693 BUSINESS ADDRESS: STREET 1: 6770 PARKER FARM DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: 910-275-5491 MAIL ADDRESS: STREET 1: 6770 PARKER FARM DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 FORMER COMPANY: FORMER CONFORMED NAME: Penny HoldCo, Inc. DATE OF NAME CHANGE: 20220104 10-K 1 ncno-20230131.htm 10-K ncno-20230131
00019027332023FYFALSEP4YP4Y00019027332022-02-012023-01-3100019027332022-07-31iso4217:USD00019027332023-03-23xbrli:shares0001902733us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-01-310001902733us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-01-3100019027332022-01-3100019027332023-01-310001902733srt:AffiliatedEntityMember2022-01-310001902733srt:AffiliatedEntityMember2023-01-31iso4217:USDxbrli:shares0001902733us-gaap:LicenseAndServiceMember2020-02-012021-01-310001902733us-gaap:LicenseAndServiceMember2021-02-012022-01-310001902733us-gaap:LicenseAndServiceMember2022-02-012023-01-310001902733ncno:ProfessionalServicesMember2020-02-012021-01-310001902733ncno:ProfessionalServicesMember2021-02-012022-01-310001902733ncno:ProfessionalServicesMember2022-02-012023-01-3100019027332020-02-012021-01-3100019027332021-02-012022-01-310001902733us-gaap:CommonStockMember2020-01-310001902733ncno:VotingCommonStockMemberus-gaap:CommonStockMember2020-01-310001902733us-gaap:CommonStockMemberus-gaap:NonvotingCommonStockMember2020-01-310001902733us-gaap:AdditionalPaidInCapitalMember2020-01-310001902733us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-310001902733us-gaap:RetainedEarningsMember2020-01-3100019027332020-01-310001902733us-gaap:CommonStockMember2020-02-012021-01-310001902733us-gaap:AdditionalPaidInCapitalMember2020-02-012021-01-310001902733ncno:VotingCommonStockMemberus-gaap:CommonStockMember2020-02-012021-01-310001902733us-gaap:CommonStockMemberus-gaap:NonvotingCommonStockMember2020-02-012021-01-310001902733us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-012021-01-310001902733us-gaap:RetainedEarningsMember2020-02-012021-01-310001902733us-gaap:CommonStockMember2021-01-310001902733ncno:VotingCommonStockMemberus-gaap:CommonStockMember2021-01-310001902733us-gaap:CommonStockMemberus-gaap:NonvotingCommonStockMember2021-01-310001902733us-gaap:AdditionalPaidInCapitalMember2021-01-310001902733us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-310001902733us-gaap:RetainedEarningsMember2021-01-3100019027332021-01-310001902733us-gaap:CommonStockMember2021-02-012022-01-310001902733us-gaap:AdditionalPaidInCapitalMember2021-02-012022-01-310001902733us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-02-012022-01-310001902733us-gaap:RetainedEarningsMember2021-02-012022-01-310001902733us-gaap:CommonStockMember2022-01-310001902733ncno:VotingCommonStockMemberus-gaap:CommonStockMember2022-01-310001902733us-gaap:CommonStockMemberus-gaap:NonvotingCommonStockMember2022-01-310001902733us-gaap:AdditionalPaidInCapitalMember2022-01-310001902733us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-310001902733us-gaap:RetainedEarningsMember2022-01-310001902733us-gaap:CommonStockMember2022-02-012023-01-310001902733us-gaap:AdditionalPaidInCapitalMember2022-02-012023-01-310001902733us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-02-012023-01-310001902733us-gaap:RetainedEarningsMember2022-02-012023-01-310001902733us-gaap:CommonStockMember2023-01-310001902733ncno:VotingCommonStockMemberus-gaap:CommonStockMember2023-01-310001902733us-gaap:CommonStockMemberus-gaap:NonvotingCommonStockMember2023-01-310001902733us-gaap:AdditionalPaidInCapitalMember2023-01-310001902733us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-310001902733us-gaap:RetainedEarningsMember2023-01-310001902733srt:AffiliatedEntityMember2020-02-012021-01-310001902733srt:AffiliatedEntityMember2021-02-012022-01-310001902733srt:AffiliatedEntityMember2022-02-012023-01-310001902733us-gaap:IPOMember2020-07-130001902733us-gaap:IPOMember2020-07-132020-07-130001902733ncno:SecondaryPublicOfferingMember2020-10-130001902733ncno:SecondaryPublicOfferingMember2020-02-012021-01-310001902733ncno:SecondaryPublicOfferingMember2020-10-132020-10-13ncno:segment0001902733ncno:OneCustomerMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2022-02-012023-01-31xbrli:pure0001902733srt:MinimumMember2023-01-310001902733srt:MaximumMember2023-01-310001902733us-gaap:FurnitureAndFixturesMembersrt:MinimumMember2022-02-012023-01-310001902733srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2022-02-012023-01-310001902733us-gaap:ComputerEquipmentMember2022-02-012023-01-310001902733us-gaap:BuildingMember2022-02-012023-01-31ncno:reportingUnit0001902733ncno:NCinoKKMember2019-10-012019-10-310001902733ncno:NCinoKKMemberncno:NCinoKKMember2019-10-310001902733ncno:NCinoKKMember2023-01-310001902733us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001902733us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001902733us-gaap:FairValueInputsLevel3Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001902733us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001902733us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001902733us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001902733us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001902733us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001902733us-gaap:FairValueInputsLevel3Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001902733us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001902733us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001902733us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001902733country:US2020-02-012021-01-310001902733country:US2021-02-012022-01-310001902733country:US2022-02-012023-01-310001902733us-gaap:NonUsMember2020-02-012021-01-310001902733us-gaap:NonUsMember2021-02-012022-01-310001902733us-gaap:NonUsMember2022-02-012023-01-3100019027332023-02-012023-01-3100019027332025-02-012023-01-310001902733srt:MinimumMember2025-02-012023-01-310001902733srt:MaximumMember2025-02-012023-01-310001902733us-gaap:SellingAndMarketingExpenseMember2020-02-012021-01-310001902733us-gaap:SellingAndMarketingExpenseMember2021-02-012022-01-310001902733us-gaap:SellingAndMarketingExpenseMember2022-02-012023-01-310001902733us-gaap:FurnitureAndFixturesMember2022-01-310001902733us-gaap:FurnitureAndFixturesMember2023-01-310001902733us-gaap:ComputerEquipmentMember2022-01-310001902733us-gaap:ComputerEquipmentMember2023-01-310001902733us-gaap:BuildingMember2022-01-310001902733us-gaap:BuildingMember2023-01-310001902733us-gaap:LeaseholdImprovementsMember2022-01-310001902733us-gaap:LeaseholdImprovementsMember2023-01-310001902733us-gaap:ConstructionInProgressMember2022-01-310001902733us-gaap:ConstructionInProgressMember2023-01-310001902733us-gaap:ResearchAndDevelopmentExpenseMember2020-02-012021-01-310001902733us-gaap:ResearchAndDevelopmentExpenseMember2021-02-012022-01-310001902733us-gaap:ResearchAndDevelopmentExpenseMember2022-02-012023-01-310001902733us-gaap:GeneralAndAdministrativeExpenseMember2020-02-012021-01-310001902733us-gaap:GeneralAndAdministrativeExpenseMember2021-02-012022-01-310001902733us-gaap:GeneralAndAdministrativeExpenseMember2022-02-012023-01-310001902733country:US2022-01-310001902733country:US2023-01-310001902733us-gaap:NonUsMember2022-01-310001902733us-gaap:NonUsMember2023-01-310001902733ncno:SimpleNexusMember2022-01-070001902733ncno:SimpleNexusMember2022-01-072022-01-070001902733ncno:VotingCommonStockMemberncno:SimpleNexusMember2022-01-072022-01-070001902733ncno:PreliminaryEstablishedFairValueMemberus-gaap:RestrictedStockUnitsRSUMemberncno:SimpleNexusMember2022-01-070001902733ncno:PreliminarilyAllocatedToPurchaseConsiderationMemberncno:SimpleNexusMember2022-01-070001902733ncno:SimpleNexusMemberncno:PreliminarilyAllocatedToFutureServicesMember2022-01-070001902733ncno:SimpleNexusMember2021-11-120001902733us-gaap:RestrictedStockUnitsRSUMemberncno:SimpleNexusMember2022-01-072022-01-070001902733us-gaap:RestrictedStockUnitsRSUMemberncno:SimpleNexusMember2022-01-070001902733ncno:SimpleNexusMember2022-02-012023-01-310001902733us-gaap:DevelopedTechnologyRightsMemberncno:SimpleNexusMember2022-01-072022-01-070001902733us-gaap:CustomerRelationshipsMemberncno:SimpleNexusMember2022-01-072022-01-070001902733us-gaap:TradeNamesMemberncno:SimpleNexusMember2022-01-072022-01-070001902733ncno:SimpleNexusMember2022-01-072022-01-310001902733us-gaap:DevelopedTechnologyRightsMember2022-01-310001902733us-gaap:DevelopedTechnologyRightsMember2023-01-310001902733us-gaap:DevelopedTechnologyRightsMember2022-02-012023-01-310001902733us-gaap:CustomerRelationshipsMember2022-01-310001902733us-gaap:CustomerRelationshipsMember2023-01-310001902733us-gaap:CustomerRelationshipsMember2022-02-012023-01-310001902733us-gaap:TrademarksAndTradeNamesMember2022-01-310001902733us-gaap:TrademarksAndTradeNamesMember2023-01-310001902733us-gaap:TrademarksAndTradeNamesMember2022-02-012023-01-310001902733us-gaap:OtherIntangibleAssetsMember2022-01-310001902733us-gaap:OtherIntangibleAssetsMember2023-01-310001902733us-gaap:OtherIntangibleAssetsMember2022-02-012023-01-310001902733ncno:CostOfGoodsAndServicesSoldLicenseAndServiceMember2020-02-012021-01-310001902733ncno:CostOfGoodsAndServicesSoldLicenseAndServiceMember2021-02-012022-01-310001902733ncno:CostOfGoodsAndServicesSoldLicenseAndServiceMember2022-02-012023-01-310001902733ncno:CostOfGoodsAndServicesSoldProfessionalServicesMember2020-02-012021-01-310001902733ncno:CostOfGoodsAndServicesSoldProfessionalServicesMember2021-02-012022-01-310001902733ncno:CostOfGoodsAndServicesSoldProfessionalServicesMember2022-02-012023-01-310001902733srt:AffiliatedEntityMemberncno:ResellerAgreementMember2020-02-012021-01-310001902733srt:AffiliatedEntityMemberncno:ResellerAgreementMember2021-02-012022-01-310001902733us-gaap:CommonStockMember2023-01-310001902733us-gaap:EmployeeStockOptionMember2023-01-310001902733us-gaap:RestrictedStockUnitsRSUMember2023-01-31ncno:plan0001902733ncno:A2014EquityIncentivePlanMember2023-01-310001902733srt:MinimumMember2022-02-012023-01-310001902733ncno:A2014EquityIncentivePlanMemberus-gaap:EmployeeStockOptionMember2022-02-012023-01-310001902733ncno:A2019EquityIncentivePlanMember2022-02-012023-01-310001902733us-gaap:StockCompensationPlanMemberncno:A2019EquityIncentivePlanMember2022-02-012023-01-310001902733us-gaap:RestrictedStockUnitsRSUMember2022-02-012023-01-310001902733us-gaap:EmployeeStockOptionMember2022-02-012023-01-310001902733us-gaap:RestrictedStockUnitsRSUMember2022-01-310001902733us-gaap:RestrictedStockUnitsRSUMember2020-02-012021-01-310001902733us-gaap:RestrictedStockUnitsRSUMember2021-02-012022-01-310001902733ncno:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2023-01-310001902733ncno:EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2022-02-012023-01-310001902733us-gaap:EmployeeStockMember2021-02-012022-01-310001902733us-gaap:EmployeeStockMember2022-02-012023-01-310001902733srt:MinimumMemberus-gaap:EmployeeStockMember2021-02-012022-01-310001902733srt:MaximumMemberus-gaap:EmployeeStockMember2021-02-012022-01-310001902733srt:MinimumMemberus-gaap:EmployeeStockMember2022-02-012023-01-310001902733srt:MaximumMemberus-gaap:EmployeeStockMember2022-02-012023-01-310001902733us-gaap:EmployeeStockMember2023-01-310001902733us-gaap:CostOfSalesMemberus-gaap:LicenseAndServiceMember2020-02-012021-01-310001902733us-gaap:CostOfSalesMemberus-gaap:LicenseAndServiceMember2021-02-012022-01-310001902733us-gaap:CostOfSalesMemberus-gaap:LicenseAndServiceMember2022-02-012023-01-310001902733us-gaap:CostOfSalesMemberncno:ProfessionalServicesMember2020-02-012021-01-310001902733us-gaap:CostOfSalesMemberncno:ProfessionalServicesMember2021-02-012022-01-310001902733us-gaap:CostOfSalesMemberncno:ProfessionalServicesMember2022-02-012023-01-310001902733us-gaap:DomesticCountryMember2023-01-310001902733us-gaap:StateAndLocalJurisdictionMember2023-01-310001902733us-gaap:ForeignCountryMember2023-01-310001902733us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberncno:BankOfAmericaNAMember2022-02-110001902733us-gaap:LetterOfCreditMemberus-gaap:LineOfCreditMemberncno:BankOfAmericaNAMember2022-02-110001902733us-gaap:RevolvingCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMemberus-gaap:LineOfCreditMember2022-02-112022-02-110001902733ncno:BloombergShortTermBankYieldIndexMemberus-gaap:RevolvingCreditFacilityMember2022-02-112022-02-110001902733ncno:BloombergShortTermBankYieldIndexMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2022-02-112022-02-110001902733ncno:BloombergShortTermBankYieldIndexMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2022-02-112022-02-110001902733ncno:BloombergShortTermBankYieldIndexMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2022-02-112022-02-110001902733ncno:BloombergShortTermBankYieldIndexMembersrt:MaximumMemberus-gaap:LineOfCreditMember2022-02-112022-02-110001902733us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2022-02-112022-02-1100019027332022-02-110001902733us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-01-3100019027332020-11-3000019027332021-09-3000019027332022-11-30ncno:plantiff0001902733ncno:LiveOakBancsharesIncMember2022-04-280001902733ncno:ApitureIncMember2022-04-2800019027332022-12-012022-12-310001902733ncno:AgreementForPurchaseOfServiceMembersrt:AffiliatedEntityMember2020-02-012021-01-310001902733ncno:AgreementForPurchaseOfServiceMembersrt:AffiliatedEntityMember2021-02-012022-01-310001902733ncno:TransactionsWithCertainEquityHoldersMembersrt:AffiliatedEntityMember2021-01-31ncno:equityHolder0001902733ncno:TransactionsWithCertainEquityHoldersMembersrt:AffiliatedEntityMember2020-02-012021-01-310001902733ncno:BankingRelationshipMembersrt:AffiliatedEntityMember2021-01-310001902733ncno:BankingRelationshipMembersrt:AffiliatedEntityMember2020-02-012021-01-3100019027332022-11-010001902733ncno:ZestAIMember2022-11-010001902733us-gaap:EmployeeStockOptionMember2020-02-012021-01-310001902733us-gaap:EmployeeStockOptionMember2021-02-012022-01-310001902733us-gaap:EmployeeStockOptionMember2022-02-012023-01-310001902733us-gaap:RestrictedStockUnitsRSUMember2020-02-012021-01-310001902733us-gaap:RestrictedStockUnitsRSUMember2021-02-012022-01-310001902733us-gaap:RestrictedStockUnitsRSUMember2022-02-012023-01-310001902733us-gaap:EmployeeStockMember2020-02-012021-01-310001902733us-gaap:EmployeeStockMember2021-02-012022-01-310001902733us-gaap:EmployeeStockMember2022-02-012023-01-3100019027332023-01-182023-01-1800019027332022-11-012023-01-310001902733us-gaap:EmployeeSeveranceMember2023-01-310001902733us-gaap:CostOfSalesMemberus-gaap:EmployeeSeveranceMemberus-gaap:LicenseAndServiceMember2022-02-012023-01-310001902733us-gaap:CostOfSalesMemberus-gaap:LicenseAndServiceMemberus-gaap:OtherRestructuringMember2022-02-012023-01-310001902733us-gaap:CostOfSalesMemberncno:LeaseExitFeesMemberus-gaap:LicenseAndServiceMember2022-02-012023-01-310001902733us-gaap:CostOfSalesMemberus-gaap:EmployeeSeveranceMemberncno:ProfessionalServicesMember2022-02-012023-01-310001902733us-gaap:CostOfSalesMemberncno:ProfessionalServicesMemberus-gaap:OtherRestructuringMember2022-02-012023-01-310001902733us-gaap:CostOfSalesMemberncno:ProfessionalServicesMemberncno:LeaseExitFeesMember2022-02-012023-01-310001902733us-gaap:EmployeeSeveranceMemberus-gaap:SellingAndMarketingExpenseMember2022-02-012023-01-310001902733us-gaap:SellingAndMarketingExpenseMemberus-gaap:OtherRestructuringMember2022-02-012023-01-310001902733ncno:LeaseExitFeesMemberus-gaap:SellingAndMarketingExpenseMember2022-02-012023-01-310001902733us-gaap:EmployeeSeveranceMemberus-gaap:ResearchAndDevelopmentExpenseMember2022-02-012023-01-310001902733us-gaap:ResearchAndDevelopmentExpenseMemberus-gaap:OtherRestructuringMember2022-02-012023-01-310001902733us-gaap:ResearchAndDevelopmentExpenseMemberncno:LeaseExitFeesMember2022-02-012023-01-310001902733us-gaap:GeneralAndAdministrativeExpenseMemberus-gaap:EmployeeSeveranceMember2022-02-012023-01-310001902733us-gaap:GeneralAndAdministrativeExpenseMemberus-gaap:OtherRestructuringMember2022-02-012023-01-310001902733us-gaap:GeneralAndAdministrativeExpenseMemberncno:LeaseExitFeesMember2022-02-012023-01-310001902733us-gaap:EmployeeSeveranceMember2022-02-012023-01-310001902733us-gaap:OtherRestructuringMember2022-02-012023-01-310001902733ncno:LeaseExitFeesMember2022-02-012023-01-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2023
OR
☐    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)
Delaware87-4154342
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0005 per share
NCNOThe NASDAQ Global Select Market


Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐


Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on July 31, 2022, which was the last business day of the registrant's most recently completed second fiscal quarter, as reported by The NASDAQ Global Select Market on such date, was $1.4 billion. Shares of the registrant’s common stock held by each executive officer, director, and holders of 5% or more of the outstanding common stock who have been deemed to be affiliates have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

There were 111,867,662 shares of the registrant's common stock outstanding as of March 23, 2023.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated herein by reference in Part II and Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2023.

TABLE OF CONTENTS
Page
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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. As used in this report, the terms “nCino,” the “Company,” “Registrant,” “we,” “us,” and “our” mean nCino, Inc. and its subsidiaries unless the context indicates otherwise.
Forward-looking statements are not guarantees of future performance and 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. Some of the key factors that could cause actual results to differ from our expectations include, but are not limited to:
•our future financial performance, including our expectations regarding our revenues, cost of revenues, operating expenses, and our ability to achieve and maintain future profitability;
•our ability to execute strategies, plans, objectives, and goals;
•our ability to compete with existing and new competitors in existing and new markets and offerings;
•our ability to develop and protect our brand;
•our ability to effectively manage privacy, information, and data security;
•costs associated with research and development and building out our sales, professional services and customer support teams;
•the concentration of our customer base in the financial institution sector and their spending on cloud-based technology;
•our ability to add and retain customers;
•our ability to expand internationally and associated costs;
•our ability to comply with laws and regulations;
•our expectations and management of future growth based on subscription revenues over the term of our customer contracts;
•our expectations concerning relationships with our customers, partners, and other third parties;
•general macroeconomic conditions, including inflation and rising interest rates and geopolitical uncertainties;
•economic and industry trends;
•projected growth or trend analysis;
•our relationship with Salesforce and our system integration ("SI") partners;
•seasonal sales fluctuations;
•our ability to add capacity and automation to our operations;
i
•our ability to attract and retain key personnel;
•our ability to successfully integrate and realize the benefits from acquisitions and other strategic transactions, including the SimpleNexus acquisition;
•our ability to service our debt obligations; and
•our ability to successfully defend litigation or other proceedings brought against us.
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. In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date on which it is made and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, or otherwise.
ii
PART I
Item 1. Business
Overview
nCino is the pioneer in cloud banking. Built by bankers for bankers, the nCino Bank Operating System is a single, multi-tenant software-as-a-service (SaaS) solution that helps financial institutions ("FI") modernize, innovate and outperform. A leader in the global financial services technology industry, nCino is a proven partner that has helped more than 1,850 FIs of all sizes and complexities, including global, enterprise, regional and community banks; credit unions; new market entrants; and independent mortgage banks power distinctive experiences, drive growth efficiencies, and run with full integrity. With nCino, FIs can:
•Digitally Serve Their Clients Across All Lines of Business. The nCino Bank Operating System delivers distinctive experiences across devices, channels and products, enabling a seamless digital relationship between a FI, its employees, its clients and key third parties. Because nCino is a cloud native platform, employees can serve their customers anywhere, at any time, from any internet-enabled device, empowering them to build deeper relationships. For consumers who increasingly expect frictionless digital services from their FI, this ability is no longer a differentiator, but a necessity.
•Improve Financial Results. Our customers leverage nCino’s capabilities to drive revenue growth by delivering new products, eliminating redundant legacy systems, improving client satisfaction and retention and digitally expanding their brand presence and reach. By connecting previously disjointed functions and breaking down internal silos, nCino increases transparency at all organizational levels across lines of business, enabling FIs to measure their operations and maximize performance, productivity and profitability.
•Elevate Employee Experience and Performance. The nCino Bank Operating System’s automation, workflow and digitization capabilities help eliminate manual processes and redundant efforts, freeing FIs' employees to focus on their clients’ experiences rather than their transactions. In addition, our intelligent enterprise content management system includes a standardized filing system across applications, providing instant and ongoing access to digital documentation and checklists to help enable customers to meet their compliance and credit requirements. For example, client documents are associated with a unique identifier, eliminating the need for repeat document collection and duplicative data input, which means employees only have to ask for information once.
•Manage Risk and Compliance More Effectively. The nCino Bank Operating System helps FIs reduce regulatory, credit and operational risk through automated workflow, data reporting, standardized risk rating calculations and financial modeling. For example, the content management, automated workflow and digital audit trail and snapshot functionality within the nCino Bank Operating System helps our customers more effectively and efficiently prepare for regulatory examinations. Because the software is highly configurable, it can be adjusted as the FI's risk requirements and the regulatory environment evolve, helping FIs adapt to regulatory changes.
•Establish an Active Data, Audit and Business Intelligence Hub. Key to the nCino Bank Operating System is its “single source of truth” data model. In an industry where every moment matters, this centralized hub enables data to be more easily accessed, modeled and analyzed to help deliver greater operational, portfolio and financial intelligence, a more complete client view and improved compliance monitoring and metrics, as well as the opportunity to leverage artificial intelligence and machine learning ("AI/ML") more successfully. In addition, with an open application programming interface ("API") technology framework and integrations with third-party data sources, FIs can use nCino to augment their client and operational data and create a paperless, centralized hub that enhances data-driven decision-making.
Our Journey
nCino was originally founded in a bank to improve that FI’s operations and client service. After realizing that virtually all FIs were dealing with the same problems—cumbersome legacy technology, fragmented data, and disconnected business functions—we were 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 cross the

1
modernization divide by providing a comprehensive solution that onboards clients, originates loans, and opens accounts on a single, cloud-based platform.
We initially focused the nCino Bank Operating System on transforming commercial and small business lending for community and regional banks in the United States ("U.S."). We introduced this solution to enterprise banks in the U.S. in 2014, and then internationally in 2017, and have subsequently expanded across North America, Europe and Asia-Pacific ("APAC"). Throughout this market expansion, we broadened the nCino Bank Operating System by adding functionality for consumer lending, client onboarding, deposit account opening, analytics and AI/ML. On January 7, 2022 (the "Acquisition Date"), we acquired SimpleNexus, a leading cloud-based mobile-first homeownership software company in the U.S.
nCino has achieved rapid growth since our inception over eleven years ago, and we plan to continue investing in and expanding the depth and breadth of our solutions. We believe our product development and global expansion initiatives will continue to drive revenue and customer growth and further enable the transformation of the financial services industry.
How the nCino Bank Operating System Works
The nCino Bank Operating System connects FI employees, their clients and third parties on a single, cloud-based platform, eliminating silos and bringing new levels of coordination and transparency to the FI. By utilizing a single platform across business lines, processes and channels, FIs are able to leverage the same data and information across their entire organization. This unified platform provides all the functionality necessary to complete mission-critical workflow, enabling client onboarding, loan origination, deposit account opening, analytics and compliance.
As a native cloud platform that utilizes a single code base regardless of the size and complexity of the FI, the nCino Bank Operating System is highly scalable and configurable for the specific needs of each customer. Once implemented, our solution becomes deeply embedded in our customers’ business processes, enabling workflow across the FI and allowing our customers to serve their clients anytime, anywhere, from any internet-enabled device.
The nCino Bank Operating System also delivers data analytics and AI/ML capabilities through our nCino IQ ("nIQ") application suite to provide our customers with automation and insights into their operations, such as tools for analyzing, measuring and managing credit risk, as well as to improve their ability to comply with regulatory requirements.
Fundamental elements of the nCino Bank Operating System are built on Salesforce (the "Salesforce Platform"), which allows us to focus our product development efforts on building deep vertical functionality specifically for FIs, while leveraging Salesforce's global infrastructure, reliability and scalability. We also have certain solutions that leverage the Amazon Web Services ("AWS") platform.
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. Our initial deployment with a customer generally focuses on implementing a client onboarding, loan origination and/or deposit account opening application in a specific line of business within the FI, such as commercial, small business or consumer. 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.
Benefits and Features of the nCino Bank Operating System
The nCino Bank Operating System leverages common data sets and functionality across solutions, which optimizes and accelerates its deployment throughout a FI. These include:
•Client Onboarding. Built into the nCino Bank Operating System is client onboarding functionality that supports the front, middle and back office onboarding process, allowing FIs to effectively evaluate the risk of doing business with a client, while also providing clients an efficient and personalized user experience. Clients are able to upload documents directly into the nCino Bank Operating System, complete identity verification and provide information about themselves and their business, offering a level of transparency to the FI that enables regulatory compliance, such as Know-Your-Customer (“KYC”). With enhanced onboarding reporting tools, FIs can generate customized reports and use real-time analytics and data from government watchlists and other third-party systems to achieve a holistic client view, enabling our customers to offer their clients more value-added services and custom-tailored offerings.

2
•Loan Origination. The loan origination functionality embedded within the nCino Bank Operating System combines an innovative and intuitive framework with automated workflow, checklists, document management, analytics and real-time reporting to provide a complete, end-to-end loan origination system from application, to underwriting, to adjudication, to document preparation, to closing. In one view, all stakeholders have visibility into where the loan process stands and what data is needed to complete the process. Post-closing, the nCino Bank Operating System provides a view into loan performance and tools for portfolio management, providing FI employees the ability to utilize information to maximize efficiency. Each stakeholder in the loan process works from a single digital loan file, allowing clients to apply for loans and upload documents; third parties, such as appraisers, lawyers and regulators, to access and review loan files; and employees to seamlessly manage the entire loan process efficiently and compliantly. Our loan origination functionality supports a wide range of lending products across commercial, small business and consumer lines of business. The nCino Bank Operating System can facilitate the origination of an FI’s most complex commercial lending products, including syndicated loans, commercial and industrial loans, commercial real estate loans and construction loans, while also supporting the depth required for specific products such as agriculture lending, asset-based lending, SBA loans and leasing. Our solution also supports the speed and convenience required for small business and consumer loans across products, such as home equity lines of credit, home equity term loans, uncollateralized lines of credit, automobile loans and credit cards, while providing the tools needed to address regulatory compliance, including fair lending and the Home Mortgage Disclosure Act.
•Deposit Account Opening. The nCino Bank Operating System’s deposit account opening solution optimizes the process for opening checking, savings, debit/ATM cards, money market, certificates of deposit and retirement accounts. FIs can utilize nCino’s intuitive, scalable and flexible workflow to efficiently open consumer, commercial or small business accounts while maintaining individual account processes and requirements. Seamlessly embedded within the account opening experience, the nCino Bank Operating System provides the new client onboarding capability to collect KYC related information to meet compliance standards. The deposit account opening application allows clients to open an account digitally, across any device, in a branch or through a call center, with speed and flexibility.
•nIQ: The nCino Bank Operating System is powered by nIQ, which leverages AI/ML and analytics, helping FIs become more predictive, personalized and proactive. Through nIQ’s Automated Spreading feature, FIs can streamline manual data entry processes throughout the underwriting process and automatically capture more data, reducing the time it takes to spread and process documents and enabling bankers to devote more time to insightful financial analysis and focus on value-add activities. By combining newly available data from digitized processes with sophisticated profitability models, nIQ’s Commercial Pricing and Profitability functionality delivers targeted pricing insights at the point of decision, helping relationship managers intelligently price loans and win the right deals. FIs can also leverage the data visualization and predictive analytics capabilities of nIQ’s Portfolio Analytics solution to maintain a holistic view of portfolio trends, discover new lending opportunities, and proactively address risk within different segments. By embedding insights and automation into the loan lifecycle, nCino empowers FIs to accelerate revenue growth, improve operational efficiency and win the trust of their customers.
•Homeownership Platform. With the acquisition of SimpleNexus, nCino now offers a suite of products that enable loan officers, borrowers, real estate agents, settlement agents and others to easily engage in the homeownership process from any internet- enabled device. With Nexus Engagement™, FIs can collaborate with borrowers and real estate partners from the pre-application phase, offering relationship-building tools like payment calculators, integrated home search and instant chat that help convert more leads into closed loans. Nexus Origination™’s mobile-first toolset improves productivity and reduces cycle times by enabling loan officers to manage pipelines, run pricing, order credit reports, send pre-approval letters, sign disclosures and review automated underwriting system findings from anywhere while providing customers with a simple and modern journey to homeownership. Through integrations, Nexus Origination™ connects with mortgage loan origination systems, pricing engines, credit ordering systems, CRM solutions, appraisal management systems and other mortgage industry-related systems. Nexus Closing™ streamlines each FI’s preferred closing workflow, from traditional mortgage closings where documents are wet-signed in person, to fully digital eClosings with remote online notarization. Once a loan has closed, CompenSafe™ automatically calculates associated incentive compensation for loan officers, processors and operations staff for improved accuracy, transparency and compliance that reduces FIs’ administrative burden. Finally, throughout each phase of the homeownership journey, Nexus Vision™ provides business intelligence ("BI") that improves

3
visibility and increases productivity across FIs’ lending operations. Nexus Vision’s visual dashboards, role-based scorecards, contextual comparisons and detailed drill-downs help FIs forecast revenue, identify and resolve production bottlenecks, prioritize loan teams’ activities and evaluate individual and branch performance with just a few clicks.
•A Powerful Ecosystem. By harnessing the power of diverse partners and leveraging open APIs and productized integrations, the nCino Bank Operating System creates a connected and scalable ecosystem that brings together disparate data sources and systems, acting as a data hub that integrates with core systems, credit reporting agencies and other third-party applications to centralize FI’s data, creating an actionable single data platform and warehouse. In addition, we work with some of the world’s leading technology and SI partners to help implement our solutions, which has increased our capacity to deliver and deploy the nCino Bank Operating System and enabled us to scale more quickly.
Our Customers
As critical and attractive as our innovation platform is, it is our proven execution and delivery that makes nCino an ideal partner for innovative FIs.
As the pioneer in cloud banking, we have developed trusted relationships and a reputation for successfully implementing our solutions with FIs of all sizes in multiple geographies. Our diverse customer base ranges from global FIs, such as Bank of America, Barclays, Santander Bank and TD Bank; to enterprise banks, such as KeyBank, Allied Irish Banks, First Horizon Bank and Truist Bank; to regional and community banks, such as Huntingdon Valley Bank, Arvest Bank and ConnectOne Bank; to credit unions, such as Navy Federal Credit Union, SAFE Credit Union, Golden1 Credit Union and Wright-Patt Credit Union; to new market entrants, such as OakNorth Bank, Recognise Bank and Judo Bank; to independent mortgage banks such as Synergy One Lending and Fairway Independent Mortgage Corporation. These companies represent a cross-section of FIs across asset classes and geographies and each of these customers represent a substantial level of Annual Contract Value ("ACV") in its respective category.
As of January 31, 2023, we had over 420 FIs that have contracted for the nCino Bank Operating System for client onboarding, loan origination and/or deposit account opening. In addition, we have over 1,000 FIs that have contracted for our Portfolio Analytics solutions, which we acquired with the nCino Portfolio Analytics, LLC (formerly, Visible Equity, LLC, "Visible Equity") acquisition in fiscal 2020, and over 470 customers that have contracted with SimpleNexus. In total, we had over 1,850 customers as of January 31, 2023, of which 465 each generated more than $100,000 in subscription revenues in fiscal 2023. No single customer represented more than 10% of total revenues in fiscal 2023.
How nCino Will Grow
We intend to continue growing our business by executing on the following strategies:
•Expand Within and Across our Existing Customers. We believe there is a significant opportunity to further expand within our existing customer base both vertically within business lines and horizontally across business lines. Our revenues from existing customers continue to grow as additional users are added, creating strong customer cohort dynamics.
•Expand our Customer Base. We believe the global market for cloud banking is large and underserved. With FIs needing to replace legacy point products with modern technology and increased consumer demand for digital services, we believe there is a significant opportunity to deliver our solutions and expand our customer base to FIs of all sizes and complexities around the world. Currently deployed in 16 countries, we have made significant investments to expand our presence in EMEA and APAC, and the nCino Bank Operating System can currently support over 120 languages and over 140 currencies. We promote sales in North America out of our offices in the U.S. and Canada, in APAC out of our offices in Australia and Japan, and in EMEA primarily out of our office in the UK.
•Continue Strengthening and Extending our Product Functionality. We invested 29.8% of our revenues back into research and development in fiscal 2023 and plan to continue to invest to extend the depth and breadth of our solutions, while further enhancing its international capabilities. Additionally, we plan to continue to develop our portfolio analytics and credit modeling capabilities, as well as our AI/ML capabilities through automation, predictive analytics, digital assistant services and data source integration, and to continue

4
to expand the functionality of the SimpleNexus digital homeownership platform. These innovations will further reduce the human resources required for routine but time-consuming tasks.
•Foster and Grow our SI and Technology Ecosystem. We have developed strong relationships with a number of leading SIs, including Accenture, Deloitte, PwC, and West Monroe Partners, that increase our capacity to onboard new customers and implement the nCino Bank Operating System, extend our global reach and drive increased market awareness of our company and solutions. To date, over 2,500 trained SI consultants have completed our training program to implement the nCino Bank Operating System. Through the open architecture of the nCino Bank Operating System, an increasing number of third-party technology partners, including Rich Data Co., Alloy, Codat, Plaid, DocuSign, Mambu and OneSpan, among others, are integrated with our solution.
•Selectively Pursue Strategic Transactions. In addition to developing our solutions organically, we may selectively pursue acquisitions, joint ventures, or other strategic transactions. We expect these transactions to focus on innovation to help strengthen and expand the functionality and features of our solutions and/or expand our global presence. For example, in fiscal 2020 we acquired nCino Portfolio Analytics, LLC (formerly Visible Equity) and FinSuite Pty Ltd ("FinSuite") 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. Additionally, in January 2022, we completed our acquisition of SimpleNexus which expanded our capabilities to the U.S. mortgage market.
Our Relationship with Salesforce
From our inception, we built the nCino Bank Operating System on the Salesforce Platform to leverage its global infrastructure, reliability, and scalability. This strategy has allowed us to benefit from Salesforce’s investment in the continual improvement of the Salesforce Platform. We believe we have a mutually beneficial strategic relationship with Salesforce.
Salesforce Ventures, an affiliate of Salesforce, made investments in our common stock in January 2014, March 2015, July 2017, January 2018, and September 2019. As of January 31, 2023, Salesforce owned less than 5% of our common stock.
Pursuant to our agreement with Salesforce (the "Salesforce Agreement"), when we sell our client onboarding, loan origination, and/or deposit account opening applications, we include a subscription to the underlying Salesforce Platform and remit a subscription fee to Salesforce. In exchange, Salesforce provides the hosting infrastructure and data center for these applications, as well as configuration, reporting, and other functionality within the Salesforce Platform. In addition, under the Salesforce Agreement, we are an authorized reseller of Salesforce’s CRM functionality to certain FIs in the U.S. Our original agreement with Salesforce was entered into in December 2011. On June 19, 2020, this agreement was superseded and replaced by the Salesforce Agreement which expires on June 19, 2027 unless earlier terminated by either party in the event of the other party’s material breach, bankruptcy, change in control in favor of a direct competitor, or intellectual property infringement. The Salesforce Agreement automatically renews for additional one-year periods thereafter unless notice of termination is provided.
Sales and Marketing
Our sales team includes business development representatives, account executives, field sales engineers, and customer success managers. These teams are responsible for outbound lead generation, driving new business, and helping to manage account relationships and renewals, further driving adoption of our solutions within and across lines of business. These teams maintain close relationships with existing customers and act as an advisor to FIs to help identify and understand their unique needs, challenges, goals, and opportunities.
Our marketing teams oversee all aspects of nCino's global brand including brand strategy, public relations, integrated marketing, product marketing, marketing communications and marketing operations. Our marketing efforts span the full funnel from brand awareness building and pipeline generation to adoption and cross-sell.
Customer Success
Once a customer contracts for one of our solutions, we provide configuration and implementation services to assist the customer in the deployment, either directly or through our SI partners. Configuration and implementation engagements typically range in duration from three to 18 months, depending on scope. For enterprise FIs, we generally work with SIs such as

5
Accenture, Deloitte, and PwC. 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. When we work with SIs, we generally field a small team of advisory consultants alongside the SIs to help ensure the success of the engagement. For SimpleNexus solutions, we directly provide configuration and implementation services in the deployment, which typically takes about three months.
We support our customers with 24/7 access to engineers and other technical support personnel, outcome based support offerings, release management, managed services, and technical support via online chat. To help our customers achieve success, we offer in-depth change management workshops, classroom and virtual end user and administrator training, consultative functionality adoption services, and best practices. The nCino Customer Success Management team is the customer’s central touch point, whose primary job is to manage the long-term health and success of each customer.
A significant majority of our FI customers, whose employees utilize our client onboarding, loan origination, and/or deposit account opening applications, participate in our online nCino User Community. In the nCino User Community, users can access product guides, technical documents and support articles, engage and share best practices with other users and nCino subject matter experts through a variety of general and solution-focused discussion groups, suggest and vote for future product development ideas, and access training videos, materials and product certifications.
Research and Development
Our research and development organization is responsible for the design, development, and testing of our solutions.
We utilize Agile software development methodologies and industry best practices, such as continuous integration/continuous deployment, automated testing and distributed version control, to develop new functionality and enhance our existing solutions. We provide opportunities for innovation through hackathons and new technology pilots, and we encourage customers to participate in our Product Design Programs to provide us with input on our product development roadmap. Our research and development spend was $121.6 million or 29.8% of total revenues in fiscal 2023.
Competition
Historically, the primary competition for the nCino Bank Operating System has been point solution vendors and systems developed internally by FIs. We believe our ability to provide client onboarding, loan origination, deposit account opening, analytics and AI/ML on a single platform across all lines of business, our deep banking domain expertise, our mobile-first homeownership platform, our reputation for high-quality professional services and customer support, and our strong company culture, distinguish us from our competition. We believe our success in growing our business will depend on our ability to demonstrate to FIs that our solutions provide superior business outcomes to those of third-party vendors or internally developed systems. In this regard, we are likely to be assessed on a number of factors, including:
•breadth and depth of functionality;
•ease of deployment, implementation and use;
•total cost of ownership and return on investment;
•level of customer satisfaction;
•brand awareness and reputation;
•cloud-based technology platform and pricing model;
•quality of implementation and customer support services;
•capability for configurability, integration, and scalability;
•domain expertise in banking technology;
•security and reliability;
•ability of our solutions to support compliance with legal and regulatory requirements;

6
•ability to innovate and respond to customer needs quickly;
•ability to integrate with third-party applications and systems; and
•insights and benchmarking derived from the cross-institution data and transactions that flow through our platform.
We believe we compete favorably with respect to these factors but we expect competition to increase as existing competitors evolve their offerings and as new companies enter our market. Our ability to remain competitive will depend on our ongoing efforts in research and development, sales and marketing, professional services, customer support, and our business operations generally. For additional information, see the section titled “Risk Factors—The markets in which we participate are intensely competitive and highly fragmented, and pricing pressure, new technologies or other competitive dynamics could adversely affect our business and results of operations.”
Intellectual Property
Our success depends in part on our ability to protect our core technology and innovations. We rely on federal, state, common law, and international rights, as well as contractual provisions, to protect our intellectual property. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties. We seek patent protection for certain of our key innovations, protocols, processes, and other inventions. We pursue the registration of our trademarks, service marks, and domain names in the U.S. and in certain other locations. These laws, procedures and restrictions provide only limited protection and the legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain and still evolving. Furthermore, effective patent, trademark, copyright, and trade secret protection may not be available in every country in which our products are available.
As of January 31, 2023, we had 12 issued U.S. patents as well as one patent application pending in the U.S. We file patent applications where we believe there to be a strategic technological or business reason to do so. Although we actively attempt to utilize patents to protect our technologies, we believe that none of our patents, individually or in the aggregate, are material to our business.
Human Capital Management
We are in the business of fundamentally changing the way FIs operate. To transform an industry, we believe it is essential to foster a company culture that not only empowers its employees to challenge the status quo, but also emboldens them to drive change and champion customer success.
Culture is a key differentiator for us; our position as the worldwide leader in cloud banking depends on the people who work at nCino. For these reasons, we have built our company with a cultural foundation based on six core values: Bring Your A-Game, Do the Right Thing, Respect Each Other, Make Someone’s Day, Have Fun and Be a Winner. We believe our culture is the foundation for the successful execution of our strategy and, as a result, is a critical strength of our organization. In recognition of our continued focus on employee engagement, satisfaction and culture, we have received numerous awards, including being named one of the Highest-Rated Public Cloud Computing Companies to Work For in 2021 by Battery Ventures. In 2022, nCino was also presented with 16 workplace-focused awards by Comparably, a leading workplace culture and compensation monitoring site, including Best CEOs for Diversity, Best Company for Women, Best Company Culture, Best Company Career Growth, Best Company Work-Life Balance and Best Company Happiness.
As of January 31, 2023, we had 1,791 employees, of which approximately 85% were in the U.S. and 15% were in other locations around the globe. We believe our employee engagement and experience remain strong. In January 2023, the company announced a workforce reduction of approximately seven percent (7%). Employees impacted by this event are included in our headcount as of January 31, 2023.
Diversity, Equity, Inclusion, and Community
As a global company whose employees represent a wide variety of identities across race, ethnicity, gender, sexual orientation, ability and disability, class, immigration status and more, we know diverse identities, experiences and perspectives make for stronger teams. We believe we cannot realize our full strength unless we work collectively to acknowledge, respect, empathize with and appreciate each other's differences. To ensure that nCino remains rooted in our commitment to build a

7
diverse, equitable and inclusive workforce, our talent acquisition strategy includes relationships with diverse professional organizations and minority colleges and universities.
To further our commitment to a culture of inclusiveness, our employee-led Diversity, Equality and Inclusion Council meets regularly with nCino’s Executive Leadership Team. In addition, nCino is home to six Employee Resource Groups (“ERGs”), which serve our Veteran, LGBTQIA+, Latinx, AAPI, Black/African-American, and Women employee populations. These groups play an important role in building community and belonging among employees, providing resources to the broader nCino community, recruiting diverse talent and creating opportunities for professional development, mentorship and community outreach. Each ERG includes executive sponsorship and a connection to the Diversity, Equity and Inclusion Council.
nCino has a full-time Diversity, Equity, Inclusion and Community Involvement leader who champions these initiatives and programs, with support and oversight from nCino’s CEO and People Operations leadership. As a result, nCino has been able to support many causes and initiatives in the community, such as sponsoring the local Martin Luther King, Jr. march, volunteering with veterans’ organizations that aid military personnel in their transition back to civilian life, and being a premier sponsor of an all-girls middle/high school that focuses primarily on STEM education.
In 2021, we also announced two long-term partnerships in Wilmington, North Carolina, where nCino’s headquarters is located. The first was a sponsorship with The City of Wilmington and the Wilmington Hammerheads Youth Soccer Club to help fund a new sports complex, which will help make sports more accessible to youth in the Wilmington community. The second was a partnership with the Food Bank of Central & Eastern North Carolina to support the development of the nCino Hunger Solutions Center, a new facility in Wilmington that will help the organization expand its food relief efforts and ensure substantial growth in its nutrition services, food access and distribution throughout southeastern North Carolina.
These are just some of the activities achieved through nCino's philanthropic and community service team, nVolve. Through nVolve, nCino prioritizes giving back to our communities and volunteering time by providing all global employees paid volunteer days separate from regular leave or holidays to support organizations and causes that are important to them.
Total Reward, Well-being & Experience
nCino believes that productivity is driven by employees who are actively engaged, both by their connection to our purpose and their certainty that the company cares about their well-being. We therefore invest in their financial, social and physical wellness as well as the communities in which they work.
Because nCino’s future success is dependent on our ability to attract and retain highly qualified personnel, we offer competitive compensation, opportunities for equity ownership, retirement plans to help employees invest in their future and generous, country-specific benefit packages. In addition, we offer competitive parental leaves, holiday pay, student debt repayment programs and vacation time and flex holidays. nCino supports healthy lifestyles and wellness by offering office step challenges, nutritious snacks, standing and treadmill desks, financial education, mental health initiatives, cycle to work programs, on-site flu shots, recreational outings and more.
These offerings demonstrate a commitment to our employees’ well-being and play a critical role in engaging and retaining the talented individuals that comprise our organization.
Technology, Development and Cloud Operations
We deliver our solutions as highly scalable cloud computing application and platform services on a multi-tenant technology architecture. Multi-tenancy is an architectural approach that allows us to operate a single application instance for multiple organizations, treating all customers as separate and virtual isolation from each other. This approach allows us to spread the cost of delivering our services across the globe and scale our business faster than traditional software vendors while focusing our resources on building new functionality and enhancing existing offerings.
Our technology and product efforts are focused on improving and enhancing the features, functionality, performance, availability, and security of our existing service offerings, as well as developing new features, functionality, and services. We also remain focused on integrating businesses, services and technologies from acquisitions and with partners.

8
Global Financial Service Providers Are Highly Regulated
Global financial service providers and their solutions are subject to extensive and complex data, security and regulatory guidance and oversight by international, country, federal, state and other regulatory authorities. These laws and regulations are constantly evolving and affect the conduct of financial service providers operations and, as a result, the business of their technology providers. The compliance process with these regulatory requirements depends on a variety of factors, including functionality and design, the classification of the financial service provider and its services, region or country of operation, and the manner in which the financial service provider and its end users utilize the solutions. In order to ensure compliance with these laws, financial service providers may be required to implement operating policies and procedures to protect the privacy and security of their, the financial service providers', and their end users' information, and to undergo periodic audits and examinations.
Security Is Paramount for Global Financial Service Providers
The risks of cybercrime and fraud have always existed in banking and financial services. As the adoption and use of digital channels increase in financial services, the incidence of cybercrime and fraud has grown substantially. The methods by which criminals seek to commit fraud are constantly changing, requiring financial services providers and their technology providers to continually modify their security protocols and best practices. Providing services to FIs requires experience, constant vigilance, and continuous investment to stay informed and guard against these ever-changing threats.
Available Information
Our website is located at www.ncino.com and our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission (“SEC”), and all amendments to these filings, can be obtained free of charge from our website as soon as reasonably practicable after we electronically file or furnish such materials with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.
Item 1A. Risk Factors
You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this Annual Report on Form 10-K, including the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes before making an investment decision with respect to our common stock. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Summary Risk Factors
The below summary of risk factors provides an overview of many of the risks we are exposed to in the normal course of our business activities. As a result, the below summary risks do not contain all of the information that may be important to you, and you should read the summary risks together with the more detailed discussion of risks set forth following this section under the heading “Risk Factors,” as well as elsewhere in this Annual Report on Form 10-K. Additional risks, beyond those summarized below or discussed elsewhere in this Annual Report on Form 10-K, may apply to our activities or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate. Consistent with the foregoing, we are exposed to a variety of risks, including risks associated with the following:
•We derive all of our revenues from customers in the financial services industry, and any downturn or consolidation or decrease in technology spend in the financial services industry could adversely affect our business.
•We have a limited operating history at the current scale of our business, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.

9
•We have a history of operating losses and may not achieve or sustain profitability on a generally accepted accounting principles in the United States of America ("GAAP") basis in the future.
•If we are unable to attract new customers or continue to broaden our existing customers’ use of our solutions, our revenue growth will be adversely affected.
•If the market for cloud-based banking technology develops more slowly than we expect or changes in a way that we fail to anticipate, our sales would suffer and our results of operations would be adversely affected.
•We may not be able to sustain our revenue growth rate in the future.
•Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
•We may not accurately predict the long-term rate of customer subscription renewals or adoption of our solutions, or any resulting impact on our revenues or operating results.
•A breach of our security measures or those we rely on could result in unauthorized access to customer or their clients’ data, which may materially and adversely impact our reputation, business, and results of operations.
•Fundamental elements of the nCino Bank Operating System are built on the Salesforce Platform and we rely on our agreement with Salesforce to provide this solution to our customers.
•Because we recognize subscription revenues over the term of the contract, downturns or upturns in our business may not be reflected in our results of operations until future periods.
•The markets in which we participate are intensely competitive and highly fragmented, and pricing pressure, new technologies, or other competitive dynamics could adversely affect our business and results of operations.
•We depend on data centers operated by or on behalf of Salesforce, AWS and other third parties, and any disruption in the operation of these facilities could adversely affect our business and subject us to liability.
•We may acquire or invest in companies, or pursue business partnerships, which may divert our management’s attention or result in dilution to our stockholders, and we may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments or partnerships.
•Because one of our stockholders holds a substantial amount of our total outstanding common stock, the influence of our public stockholders over significant corporate actions is limited and sales by this stockholder could adversely affect the value of our common stock.
•Our customers are highly regulated and subject to a number of challenges and risks. Our failure to comply with laws and regulations applicable to us as a technology provider to FIs could adversely affect our business and results of operations, increase costs and impose constraints on the way we conduct our business.
•We are presently subject to a putative class action civil suit involving alleged violations of antitrust laws relating to our hiring and wage practices and a purported stockholder derivative lawsuit alleging violation of fiduciary duties with the series of mergers in which we became the parent of nCino OpCo and SimpleNexus. These matters or future litigation against us could adversely affect our operations and prospects, damage our reputation, and be costly and time consuming to defend.
Risks Relating to Our Business and Industry
We derive all of our revenues from customers in the financial services industry, and any downturn or consolidation or decrease in technology spend in the financial services industry could adversely affect our business.
All of our revenues are derived from FIs whose industry has experienced significant pressure in recent years due to economic uncertainty, fluctuating interest rates, liquidity concerns and increased regulation. In the past, FIs have experienced

10
consolidation, distress and failure, including as recently as March 2023 when the FDIC took control of Silicon Valley Bank and Signature Bank due to liquidity concerns and a number of other FIs experienced turbulence and a precipitous decline in market value. It is possible these conditions may persist, deteriorate or reoccur. If any of our customers merge with or are acquired by other entities, such as FIs that have internally developed banking technology solutions or that are not our customers or use our solutions less, we may lose business. Additionally, changes in management of our customers could result in delays or cancellations of the implementation of our solutions. It is also possible that the larger FIs that result from business combinations could have greater leverage in negotiating price or other terms with us or could decide to replace some or all of the elements of our solutions. Our business may also be materially and adversely affected by weak economic conditions in the financial services industry. Any downturn or prolonged disruption in the financial services industry may cause our customers to reduce their spending on technology or cloud-based banking applications or to seek to terminate or renegotiate their contracts with us. Moreover, economic fluctuations caused by factors such as the U.S. Federal Reserve changing interest rates may cause potential new customers and existing customers to forego or delay purchasing our solutions or reduce the amount of spend with us, which would materially and adversely affect our business.
We have a limited operating history at the current scale of our business, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.
As a result of our limited operating history at the current scale of our business, our ability to forecast our future operating results, including revenues, cash flows, and profitability, is limited and subject to a number of uncertainties. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in the technology industry, such as the risks and uncertainties described in this Annual Report on Form 10-K. If our assumptions regarding these risks and uncertainties are incorrect or change due to changes in our markets, or if we do not address these risks successfully, our operating and financial results may differ materially from our expectations and our business may suffer.
We have a history of operating losses and may not achieve or sustain profitability on a GAAP basis in the future.
We began operations in late 2011 and have experienced net losses since inception. We generated net losses attributable to nCino of $40.5 million, $49.4 million, and $102.7 million for the fiscal years ended January 31, 2021, 2022, and 2023, respectively. Our net loss includes the results of operations of SimpleNexus from the date of acquisition on January 7, 2022. We had an accumulated deficit of $310.3 million at January 31, 2023. Even if we become profitable on a GAAP basis, we may not be able to maintain or increase our level of profitability. We intend to continue to support further growth and extend the functionality of our solutions in future periods. We will also face increased costs associated with growth and the expansion of our customer base and have seen increased costs in being a public company. Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenues enough to offset our increased operating expenses. We expect to incur losses on a GAAP basis for the foreseeable future as we continue to invest in product development, and we cannot predict whether or when we will achieve or sustain profitability on a GAAP basis. If we are unable to achieve and sustain profitability, the value of our business and common stock may significantly decrease.
If we are unable to attract new customers or continue to broaden our existing customers’ use of our solutions, our revenue growth will be adversely affected.
To increase our revenues, we will need to continue to attract new customers and succeed in having our current customers expand the use of our solutions across their institution. For example, our revenue growth strategy includes increased penetration of markets outside the U.S. as well as selling our retail applications to existing and new customers, and failure in either respect would adversely affect our revenue growth. In addition, for us to maintain or improve our results of operations, it is important that our customers renew their subscriptions with us on the same or more favorable terms to us when their existing subscription term expires. Our revenue growth rates may decline or fluctuate as a result of a number of factors, including customer spending levels, customer dissatisfaction with our solutions, decreases in the number of users at our customers, changes in the type and size of our customers, pricing changes, competitive conditions, the loss of our customers to other companies, and general economic conditions. Our customers may also require fewer subscriptions for our solutions as their use may enable them to operate more efficiently over time. Therefore, we cannot assure you that our current customers will renew or expand their use of our solutions. If we are unable to sign new customers or retain or attract new business from current customers, our business and results of operations may be materially and adversely affected.

11
If the market for cloud-based banking technology develops more slowly than we expect or changes in a way that we fail to anticipate, our sales would suffer and our results of operations would be adversely affected.
Use of, and reliance on, cloud-based banking technology is still at an early stage and we do not know whether FIs will continue to adopt cloud-based banking technology such as the nCino Bank Operating System in the future, or whether the market will change in ways we do not anticipate. Many FIs have invested substantial personnel and financial resources in legacy software, and these FIs may be reluctant, unwilling, or unable to convert from their existing systems to our solutions. Furthermore, these FIs may be reluctant, unwilling, or unable to use cloud-based banking technology due to various concerns such as the security of their data and reliability of the delivery model. These concerns or other considerations may cause FIs to choose not to adopt cloud-based banking technology such as ours or to adopt them more slowly than we anticipate, either of which would adversely affect us. Our future success also depends on our ability to sell additional applications and functionality, such as nIQ and SimpleNexus, to our current and prospective customers. As we create new applications and enhance our existing solutions, these applications and enhancements may not be attractive to customers. In addition, promoting and selling new and enhanced functionality may require increasingly costly sales and marketing efforts and if customers choose not to adopt this functionality, our business and results of operations could suffer. If FIs are unwilling or unable to transition from their legacy systems, or if the demand for our solutions does not meet our expectations, our results of operations and financial condition will be adversely affected.
We may not be able to sustain our revenue growth rate in the future.
Our revenues increased from $204.3 million for fiscal 2021 to $273.9 million for fiscal 2022 to $408.3 million for fiscal 2023. Our revenues include the revenues of SimpleNexus from the date of acquisition on January 7, 2022. We may not be able to sustain revenue growth consistent with our recent history, if at all. Our revenue growth in recent periods may not be indicative of our future performance. Furthermore, to the extent we grow in future periods, maintaining consistent rates of revenue growth may be difficult. Our revenue growth may also slow or even reverse in future periods due to a number of factors, which may include slowing demand for our solutions, our ability to successfully sell and implement new applications, such as our retail applications, increasing competition, decreasing growth of our overall market, our inability to attract and retain a sufficient number of FI customers, concerns over data security, our failure, for any reason, to capitalize on growth opportunities, or general economic conditions. If we are unable to maintain consistent revenue growth, the price of our common stock could decline or otherwise be volatile and it may be difficult for us to achieve and maintain profitability.
Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
Our quarterly results of operations, including the levels of our revenues, gross margin, profitability, cash flow, and deferred revenue, may vary significantly in the future and, accordingly, period-to-period comparisons of our results of operations may not be meaningful. Thus, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, and may not fully or accurately reflect the underlying performance of our business. For example, purchases of our Paycheck Protection Program ("PPP") solution during the COVID pandemic may have had the effect of accelerating demand that might have otherwise materialized as new business in later periods as well as accelerating the activation of the licenses and recognition of subscription revenues associated with the PPP solution. Further, while subscriptions with our customers generally include multi-year non-cancellable terms, in a limited number of contracts, customers have an option to buy out of the contract for a specified termination fee. If such customers exercise this buy-out option, or if we negotiate an early termination of a contract at a customer’s request, any termination fee would be recognized in full at the time of termination, which would favorably affect subscription revenues in that period and unfavorably affect subscription revenues in subsequent periods. Fluctuation in quarterly results may negatively impact the value of our common stock. Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed below:
•our ability to retain current customers or attract new customers;
•the activation, delay in activation, or cancellation of large blocks of users by customers;
•the timing of recognition of professional services revenues;
•the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;

12
•acquisitions of our customers, to the extent the acquirer elects not to continue using our solutions or reduces subscriptions to our solutions;
•significant disruptions or distress in the FI industry;
•customer renewal rates;
•increases or decreases in the number of users licensed or pricing changes upon renewals of customer contracts;
•network outages or security breaches;
•general economic, industry, and market conditions;
•changes in our pricing policies or those of our competitors;
•seasonal variations in sales of our solutions, which have historically been highest in the fourth quarter of our fiscal year;
•the timing and amount of litigation and litigation-related expenses;
•the timing and success of new product introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers, or strategic partners; and
•the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill or intangible assets from acquired companies.
We may not accurately predict the long-term rate of customer subscription renewals or adoption of our solutions, or any resulting impact on our revenues or operating results.
Our customers have no obligation to renew their subscriptions for our solutions after the expiration of the initial or current subscription term, and our customers, if they choose to renew at all, may renew for fewer users or on less favorable pricing terms. The average initial term of our customer agreements is three to five years for the nCino Bank Operating System and one to three years for SimpleNexus. We have a limited operating history at the current scale of our business with respect to rates of customer subscription renewals and cannot be certain of anticipated renewal rates. Our renewal rates may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our pricing or our solutions or their ability to continue their operations or spending levels. If our customers do not renew their subscriptions for our solutions on similar pricing terms, our revenues may decline and our business could suffer.
Additionally, as the markets for our solutions develop, we may be unable to attract new customers based on the same subscription model we have used historically. Moreover, large or influential FI customers may demand more favorable pricing or other contract terms from us. As a result, we may in the future be required to change our pricing model, reduce our prices, or accept other unfavorable contract terms, any of which could adversely affect our revenues, gross margin, profitability, financial position, and/or cash flow.
A breach of our security measures or those we rely on could result in unauthorized access to customer or their clients’ data, which may materially and adversely impact our reputation, business, and results of operations.
Certain elements of our solutions, particularly our analytics applications, process and store personally identifiable information (“PII”) such as banking and personal information of our customers’ clients, and we may also have access to PII during various stages of the implementation process or during the course of providing customer support. Furthermore, as we develop or acquire additional functionality, such as SimpleNexus, we may gain greater access to PII. We maintain policies, procedures, and technological safeguards designed to protect the confidentiality, integrity, and availability of this information and our information technology systems. However, we and our third party service providers, frequently defend against and respond to data security incidents. We cannot entirely eliminate the risk of improper or unauthorized access to or disclosure of PII or other security events that impact the integrity or availability of PII or our systems and operations, or the related costs we may incur to mitigate the consequences from such events. Further, our products are flexible and complex software solutions and

13
there is a risk that configurations of, or defects in, our solutions or errors in implementation could create vulnerabilities to security breaches. There may be continued unlawful attempts to disrupt or gain access to our information technology systems or the PII or other data of our customers or their clients that may disrupt our or our customers’ operations. In addition, because we leverage third-party providers, including cloud, software, data center, and other critical technology vendors to deliver our solutions to our customers and their clients, we rely heavily on the data security technology practices and policies adopted by these third-party providers. A vulnerability in a third-party provider’s software or systems, a failure of our third-party providers’ safeguards, policies or procedures, or a breach of a third-party provider’s software or systems could result in the compromise of the confidentiality, integrity, or availability of our systems or the data housed in our solutions.
Cyberattacks and other malicious internet-based activity continue to increase and evolve, and cloud-based providers of products and services have been and are expected to continue to be targeted. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing, employee theft or misuse, and denial-of-service attacks, sophisticated criminal networks as well as nation-state and nation-state supported actors now engage in attacks, including advanced persistent threat intrusions. Current or future criminal capabilities, discovery of existing or new vulnerabilities, and attempts to exploit those vulnerabilities or other developments, may compromise or breach our systems or solutions. In the event our or our third-party providers’ protection efforts are unsuccessful and our systems or solutions are compromised, we could suffer substantial harm. A security breach could result in operational disruptions, loss, compromise or corruption of customer or client data or data we rely on to provide our solutions, including our analytics initiatives and offerings that impair our ability to provide our solutions and meet our customers’ requirements resulting in decreased revenues and otherwise materially negatively impacting our financial results. Also, our reputation could suffer irreparable harm, causing our current and prospective customers to decline to use our solutions in the future. Further, we could be forced to expend significant financial and operational resources in response to a security breach, including repairing system damage, increasing security protection costs by deploying additional personnel and protection technologies, and defending against and resolving legal and regulatory claims, all of which could be costly and divert resources and the attention of our management and key personnel away from our business operations.
Federal and state regulations may require us or our customers to notify individuals of data security incidents involving certain types of personal data or information technology systems, and those laws and regulations continue to evolve to add more reporting requirements on faster timelines. Security compromises experienced by others in our industry, our customers, or us may lead to public disclosures and widespread negative publicity. Any security compromise in our industry, whether actual or perceived, could erode customer confidence in the effectiveness of our security measures, negatively impact our ability to attract new customers, cause existing customers to elect not to renew or expand their use of our solutions, or subject us to third-party lawsuits, regulatory fines, or other actions or liabilities, which could materially and adversely affect our business and results of operations.
In addition, some of our customers contractually require notification of data security compromises and include representations and warranties in their contracts with us that our solutions comply with certain legal and technical standards related to data security and privacy and meets certain service levels. In certain of our contracts, a data security compromise or operational disruption impacting us or one of our critical vendors, or system unavailability or damage due to other circumstances, may constitute a material breach and give rise to a customer’s right to terminate their contract with us. In these circumstances, it may be difficult or impossible to cure such a breach in order to prevent customers from potentially terminating their contracts with us. Furthermore, although our customer contracts typically include limitations on our potential liability, there can be no assurance that such limitations of liability would be adequate. We also cannot be sure that our existing general liability insurance coverage and coverage for errors or omissions will be available on acceptable terms or will be available in sufficient amounts to cover one or more claims, or that our insurers will not deny or attempt to deny coverage as to any future claim. The successful assertion of one or more claims against us, the inadequacy or denial of coverage under our insurance policies, litigation to pursue claims under our policies, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or coinsurance requirements, could materially and adversely affect our business and results of operations.
Fundamental elements of the nCino Bank Operating System are built on the Salesforce Platform and we rely on our agreement with Salesforce to provide this solution to our customers.
Fundamental elements of the nCino Bank Operating System, including our client onboarding, loan origination, and deposit account opening applications, are built on the Salesforce Platform and we rely on the Salesforce Agreement to use the Salesforce Platform in conjunction with this solution, including for hosting infrastructure and data center operations. Any termination of our relationship with Salesforce would result in a materially adverse impact on our business model.

14
The Salesforce Agreement expires on June 19, 2027, unless earlier terminated by either party in the event of the other party’s material breach, bankruptcy, change in control in favor of a direct competitor, or intellectual property infringement, and automatically renews for additional one-year periods thereafter unless notice of non-renewal is provided. If we are unable to renew our agreement with Salesforce, there would be, absent a termination for cause, a wind-down period during which existing customers would be able to continue using the nCino Bank Operating System in conjunction with the Salesforce Platform, but we would be unable to provide this solution to new customers and could be limited in our ability to allow current customers to add additional users. In addition, if we are unable to renew our agreement with Salesforce, our customers would need to obtain a separate subscription from Salesforce in order to access the nCino Bank Operating System. This could cause a significant delay in the time required to enter into agreements with customers, place us and our customers at a disadvantage in negotiating with Salesforce, and lead customers not to renew or enter into agreements with us. We also cannot assure you that the pricing or other terms in any renewal with Salesforce would be favorable to us, and if not, our business and operating results may be materially and adversely affected.
In addition, Salesforce has the right to terminate its agreement with us in certain circumstances, including in the event of a material breach of the Salesforce Agreement by us. If Salesforce terminates our agreement for cause, it would not be required to provide the wind-down period described above. We are also required to indemnify Salesforce for claims made against Salesforce by a third party alleging that the nCino Bank Operating System infringes the intellectual property rights of such third party.
An expiration or termination of the Salesforce Agreement would cause us to incur significant time and expense to acquire rights to, or develop, a replacement solution and we may not be successful in these efforts, which could cause the nCino Bank Operating System to become obsolete. Even if we were to successfully acquire or develop a replacement solution, some customers may decide not to adopt such solution and may, as a result, decide to use a different product. If we were unsuccessful in acquiring or developing a replacement solution or acquire or develop a replacement solution that our customers do not adopt, our business, results of operations, and brand would be materially and adversely affected.
Furthermore, there are no exclusivity arrangements in place with Salesforce that would prevent them from developing their own offerings that compete directly with ours, acquiring a company with offerings similar to ours, or investing greater resources in our competitors. While we believe our relationship with Salesforce is strong, Salesforce competing with us could materially and adversely affect our business and results of operations.
Privacy and data security concerns, data collection and transfer restrictions and related domestic or foreign regulations may limit the use and adoption of our solutions and adversely affect our business and results of operations.
Personal privacy, information security, and data protection are significant issues in the U.S., the European Union (“EU”), and a number of other jurisdictions where we offer our solutions. The regulatory framework governing the collection, processing, storage, and use of certain information, particularly financial and other PII, is rapidly evolving. Any failure or perceived failure by us to comply with applicable privacy, security, or data protection laws, regulations, or industry standards may materially and adversely affect our business and results of operations.
We expect that there will continue to be new proposed and adopted laws, regulations, and industry standards concerning privacy, data protection, and information security in the U.S., the EU, and other jurisdictions in which we operate. For instance, the California Consumer Privacy Act (the "CCPA") became effective on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, receive detailed information about how their personal information is used and shared by requiring covered companies to provide new disclosures to California consumers (as that term is broadly defined), and provide such consumers rights to opt-out of certain sales of personal information. The CCPA provides for potential civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. Although the CCPA’s implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, the CCPA may increase our compliance costs and potential legal privacy and cybersecurity risks. The California Privacy Rights Act (the "CPRA"), which expands the CCPA, passed in November 2020 and went into effect on January 1, 2023, potentially requiring still to be determined additional compliance investment and potential business process changes. Among other things, the CPRA imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It has also created a new California data protection agency authorized to issue substantive regulations which could result in increased privacy and information security enforcement. Following the CPRA, Virginia (effective January 1, 2023), Colorado (effective July 1, 2023), Connecticut (effective July 1, 2023), and Utah (effective December 1, 2023) have enacted similar, but not completely consistent, comprehensive privacy legislation that go into effect throughout 2023. Many other states are considering similar

15
legislation in addition to the consideration of comprehensive privacy legislation at the federal level. If passed, such laws will require additional resources to ensure compliance, and may have potentially conflicting requirements that would make compliance challenging.
Similarly, the European Economic Area (the "EEA") (comprised of the EU Member States and Iceland, Liechtenstein and Norway) adopted the General Data Protection Regulation (2016/679) (the "EU GDPR") in May 2018 and the UK implemented the EU GDPR by virtue of section 3 of the European Union (Withdrawal) Act 2018 (known as the "UK GDPR", and together with the "EU GDPR", the "GDPR"). The GDPR imposes a number of obligations on controllers, including, among others: (i) accountability and transparency requirements which require controllers to demonstrate and record compliance with the GDPR and to provide more detailed information to data subjects regarding processing; (ii) enhanced requirements for obtaining valid consent; (iii) obligations to consider data protection as any new products or services are developed and to limit the amount of personal data processed; (iv) obligations to comply with data protection rights of data subjects including a right of access to and rectification of personal data, a right to obtain restriction of processing or to object to processing of personal data and a right to ask for a copy of personal data to be provided to a third party in a useable format and erasing personal data in certain circumstances; (v) obligations to implement appropriate technical and organizational security measures to safeguard personal data; and (vi) obligations to report certain personal data breaches to the relevant supervisory authority without undue delay (and no later than 72 hours where feasible).
In addition, the EU GDPR prohibits the international transfer of personal data from the EEA to countries outside of the EEA unless made to a country deemed to have adequate data privacy laws by the European Commission or a data transfer mechanism in accordance with the EU GDPR has been put in place. In July 2020, the Court of Justice of the European Union (the "CJEU") in its Schrems II ruling invalidated the EU-U.S. Privacy Shield framework, a self-certification mechanism that facilitated the lawful transfer of personal data from the EEA to the U.S., with immediate effect. The CJEU upheld the validity of standard contractual clauses ("SCCs") as a legal mechanism to transfer personal data but companies relying on SCCs will need to carry out a transfer privacy impact assessment which, among other things, assesses laws governing access to personal data in the recipient country and considers whether supplementary measures that provide privacy protections additional to those provided under SCCs will need to be implemented to ensure an ‘essentially equivalent’ level of data protection to that afforded in the EEA. The EU and U.S. governments have recently advanced the EU-U.S. Data Privacy Framework to foster EU-to-U.S. data transfers and address the concerns raised in the aforementioned CJEU decision, but it is uncertain whether this framework will be overturned in court like the previous two EU-U.S. bilateral cross-border transfer mechanism to replace the EU-US Privacy Shield framework. The UK GDPR imposes similar restrictions on transfers of personal data from the UK to jurisdictions that the UK does not consider adequate. This may have implications for our cross-border data flows and may result in additional compliance costs.
The GDPR also introduces fines of up to €20 million (under the EU GDPR) or £17.5 million (under the UK GDPR) or up to 4% of the annual global revenue of the noncompliant company, whichever is greater, for serious violations of certain of the GDPR’s requirements. The GDPR identifies a list of points to consider when determining the level of fines to impose (including the nature, gravity and duration of the infringement). Data subjects also have a right to compensation for financial or non-financial losses (e.g., distress). Complying with the GDPR may cause us to incur substantial operational and compliance costs or require us to change our business practices. Despite our efforts to bring practices into compliance with the GDPR, we may not be successful either due to internal or external factors such as resource allocation limitations or a lack of vendor cooperation. Non-compliance could result in proceedings against us by governmental entities, regulators, customers, data subjects, suppliers, vendors or other parties. Further, there is a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, we could face significant administrative and monetary sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition and prospects.
The E.U. has also proposed the draft ePrivacy Regulation which, once finalized and in effect, will replace both the ePrivacy Directive and all the national laws implementing this Directive. The ePrivacy Regulation, as proposed in its current form, would impose strict opt-in marketing rules, change rules about the use of cookies, web beacons, and related technologies, and significantly increase penalties for violations. It would also retain the additional consent standards as required under the EU GDPR. Such regulations may have a negative effect on businesses, including ours, that collect, process, and use personal data in the EU and UK, including online usage information for consumer acquisition and marketing and may increase the potential civil liability and cost of operating a business that collects, processes, or uses such information and undertakes online marketing.
We cannot yet fully determine the impact these or future laws, rules, and regulations may have on our business or operations. Any such laws, rules, and regulations may be inconsistent among different jurisdictions, subject to differing interpretations or may conflict with our current or future practices. Additionally, we may be bound by contractual requirements

16
applicable to our collection, use, processing, and disclosure of various types of information including financial and PII, and may be bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules, and regulations evolve.
Any failure or perceived failure by us, or any third parties with which we do business, to comply with these laws, rules, and regulations, or with other obligations to which we or such third parties are or may become subject, may result in actions or other claims against us by governmental entities or private actors, the expenditure of substantial costs, time, and other resources, or the incurrence of fines, penalties, or other liabilities. In addition, any such action, particularly to the extent we were found to be guilty of violations or otherwise liable for damages, would damage our reputation and adversely affect our business and results of operations.
Because we recognize subscription revenues over the term of the contract, downturns or upturns in our business may not be reflected in our results of operations until future periods.
We generally recognize subscription revenues ratably over the terms of our customer contracts. Most of the subscription revenues we report each quarter are derived from the recognition of deferred revenue relating to subscriptions activated in previous quarters. Consequently, a reduction in activated subscriptions in any single quarter may only have a small impact on our subscription revenues for that quarter. However, such a decline will negatively affect our subscription revenues in future quarters. Accordingly, the effect of significant downturns in sales or market acceptance of our solutions may not be reflected in our results of operations until future periods.
The markets in which we participate are intensely competitive and highly fragmented, and pricing pressure, new technologies or other competitive dynamics could adversely affect our business and results of operations.
We currently compete with providers of technology and services in the financial services industry, primarily point solution vendors that focus on building functionality that competes with specific components of our solutions. From time to time, we also compete with systems internally developed by FIs. Many of our competitors have significantly more financial, technical, marketing and other resources than we have, may devote greater resources to the development, promotion, sale and support of their systems than we can, have more extensive customer bases and broader customer relationships than we have and have longer operating histories and greater name recognition than we do.
We may also face competition from new companies entering our markets, which may include large established businesses that decide to develop, market or resell cloud-based banking technology, acquire one of our competitors or form a strategic alliance with one of our competitors or with Salesforce. In addition, new companies entering our markets may choose to offer cloud-based banking applications at little or no additional cost to the customer by bundling them with their existing applications, including adjacent banking technologies. Competition from these new entrants may make attracting new customers and retaining our current customers more difficult, which may adversely affect our results of operations.
If we are unable to compete in this environment, sales and renewals of the nCino Bank Operating System could decline and adversely affect our business and results of operations. With the introduction of new technologies and potential new entrants into the cloud-based banking technology market, we expect competition to intensify in the future, which could harm our ability to increase sales and achieve profitability.
We depend on data centers operated by or on behalf of Salesforce, Amazon Web Services ("AWS"), and other third parties, and any disruption in the operation of these facilities could adversely affect our business and subject us to liability.
Our solutions are primarily hosted in data centers operated by or on behalf of Salesforce, AWS, and other third parties and we do not control the operation of these data centers. Problems associated with these data centers could adversely affect the experience of our customers. Any disruptions or other operational performance problems with these data centers could result in material interruptions in our services, adversely affect our reputation and results of operations, and subject us to liability.
We may acquire or invest in companies, or pursue business partnerships, which may divert our management’s attention or result in dilution to our stockholders, and we may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments, or partnerships.
From time to time, we consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, solutions, and other assets. For example, in fiscal 2022 we acquired SimpleNexus, our

17
largest acquisition to date. We also may enter into relationships with other businesses to expand our solutions, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing, or investments in other companies. Negotiating these transactions can be time-consuming, difficult, and expensive, and our ability to close these transactions may be subject to approvals that are beyond our control. For instance, we incurred significant costs in connection with the SimpleNexus acquisition. In addition, nCino has limited experience in acquiring other businesses. If an acquired business, including SimpleNexus, fails to meet our expectations, our operating results, business, and financial position may suffer. We may not be able to find and identify desirable acquisition targets, we may incorrectly estimate the value of an acquisition target, and we may not be successful in entering into an agreement with any particular target. If we are successful in acquiring additional businesses, such as SimpleNexus, we may not achieve the anticipated benefits from the acquired business due to a number of factors, including:
•our inability to integrate or benefit from acquired technologies or services;
•unanticipated costs or liabilities associated with the acquisition;
•incurrence of acquisition-related costs;
•difficulty integrating the technology, accounting systems, operations, control environments, and personnel of the acquired business and integrating the acquired business or its employees into our culture;
•difficulties and additional expenses associated with supporting legacy solutions and infrastructure of the acquired business;
•difficulty converting the customers of the acquired business to our solutions and contract terms, including disparities in terms;
•additional costs for the support or professional services model of the acquired company;
•diversion of management’s attention and other resources;
•adverse effects to our existing business relationships with business partners and customers;
•the issuance of additional equity securities that could dilute the ownership interests of our stockholders;
•incurrence of debt on terms unfavorable to us or that we are unable to repay;
•incurrence of substantial liabilities;
•difficulties retaining key employees of the acquired business; and
•adverse tax consequences, substantial depreciation, or deferred compensation charges.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.
Because one of our stockholders holds a substantial amount of our total outstanding common stock, the influence of our public stockholders over significant corporate actions is limited and sales by this stockholder could adversely affect the value of our common stock.
Based on the total number of shares of our common stock outstanding as of January 31, 2023, entities affiliated with Insight Partners (“Insight Partners”) holds approximately 35% of our total outstanding common stock. As a result, Insight Partners has the ability to influence the outcome of corporate actions requiring stockholder approval, including the election of directors, the approval of mergers, or other changes of corporate control, any of which may be in opposition to the best interests of our other stockholders and may adversely impact our results of operations and the value of our common stock. Sales of our common stock by Insight Partners could have an immediate and substantial adverse effect on the value of our common stock.

18
Our customers are highly regulated and subject to a number of challenges and risks. Our failure to comply with laws and regulations applicable to us as a technology provider to FIs could adversely affect our business and results of operations, increase costs, and impose constraints on the way we conduct our business.
Our customers and prospective customers are highly regulated and are generally required to comply with stringent regulations in connection with performing business functions that our solutions address. As a provider of technology to FIs, we have been, and expect to continue to be, examined on a periodic basis by various regulatory agencies and may be required to review certain of our suppliers and partners. In addition, while much of our operations are not directly subject to the same regulations applicable to FIs, we are generally obligated to our customers to provide software solutions and maintain internal systems and processes that comply with certain federal and state regulations applicable to them. For example, as a result of obligations under some of our customer contracts, we are required to comply with certain provisions of the Gramm-Leach-Bliley Act related to the privacy of consumer information and may be subject to other privacy and data security laws because of the solutions we provide to FIs. Matters subject to review and examination by federal and state FI regulatory agencies and external auditors include our internal information technology controls in connection with our performance of data processing services, the agreements giving rise to those processing activities, and the design of our solutions. Any inability to satisfy these examinations and maintain compliance with applicable regulations could adversely affect our ability to conduct our business, including attracting and maintaining customers. If we have to make changes to our internal processes and solutions as result of these regulations, we could be required to invest substantial additional time and funds and divert time and resources from other corporate purposes to remedy any identified deficiency.
The evolving, complex, and often unpredictable regulatory environment in which our customers operate could result in our failure to provide compliant solutions, which could result in customers not purchasing our solutions or terminating their contracts with us or the imposition of fines or other liabilities for which we may be responsible. In addition, federal, state, and/or foreign agencies may attempt to further regulate our activities in the future which could adversely affect our business and results of operations.
Any legal proceedings against us could adversely affect our operations and prospects, damage our reputation, and be costly and time-consuming to defend.
We are presently subject to a putative class action civil suit involving alleged violations of antitrust laws and a purported stockholder derivative lawsuit alleging violation of fiduciary duties with the series of mergers in which we became the parent of nCino OpCo and SimpleNexus. We may, in the future, become subject, from time to time, to other legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes or employment claims made by current or former employees. Legal proceedings might result in damages and harm to our operations and prospects, reputational damage, substantial costs, and may divert management’s attention and resources, which might adversely impact our business, overall financial condition, and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. Moreover, any negative impact to our reputation will not be adequately covered by any insurance recovery. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our results of operations and leading analysts or potential investors to reduce their expectations of our performance, which could reduce the value of our common stock.
Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be adversely affected.
We believe our corporate culture is one of our fundamental strengths, as we believe it enables us to attract and retain top talent and deliver superior results for our customers. As we grow, we may find it difficult to preserve our corporate culture, which could reduce our ability to innovate and operate effectively. In turn, the failure to preserve our culture could negatively affect our ability to attract, recruit, integrate and retain employees, continue to perform at current levels and effectively execute our business strategy.
We may encounter implementation challenges, including in situations in which we rely on SIs, which would materially and adversely affect our business and results of operations.
We may face unexpected challenges related to the complexity of our customers’ implementation and configuration requirements. Implementation of our solutions may be delayed or expenses may increase when customers have unexpected data, software, or technology challenges, or unanticipated business requirements, which could adversely affect our relationship with customers and our operating results. In general, the revenues related to implementation and other professional services we

19
provide are recognized on a proportional performance basis, and delays and difficulties in these engagements could result in losses on these contracts. In addition, our customers often require complex acceptance testing related to the implementation of our solutions. We also leverage the services of SIs, including Accenture, Deloitte, PwC, and West Monroe Partners, among others, to implement and configure the nCino Bank Operating System for our larger FI customers, while we have historically performed professional services for smaller FIs ourselves. While SI partners generally contract directly with our customers, any failure or delay by the SI partners we work with in providing adequate service and support would likely adversely affect our brand and reputation. For implementations we conduct ourselves, project delays may result in recognizing revenues later than expected. Further, because we do not fully control our customers’ implementation schedules, if our customers do not allocate the internal resources necessary to meet implementation timelines or if there are unanticipated implementation delays or difficulties, our ability to take customers live and the overall customer experience could be adversely affected. We rely on existing customers to act as references for prospective customers, and difficulties in implementation and configuration could therefore adversely affect our ability to attract new customers. Any difficulties or delays in implementation processes could cause customers to delay or forego future purchases of our solutions.
We have experienced rapid growth, and if we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction, or adequately address competitive challenges, any of which may materially and adversely affect our business and results of operations.
Since our inception, our business has grown rapidly, which has resulted in a large increase in our employee headcount, expansion of our infrastructure, enhancement of our internal systems, and other significant changes and additional complexities. Our revenues increased from $204.3 million for fiscal 2021 to $273.9 million for fiscal 2022 to $408.3 million for fiscal 2023. Our revenues include the revenues of SimpleNexus from the date of acquisition on January 7, 2022. Our total number of employees increased from 436 as of January 31, 2018 to 1,791 as of January 31, 2023. Managing and sustaining a growing workforce and customer base geographically-dispersed in the U.S. and internationally requires substantial management effort, infrastructure, and operational capabilities. To support our growth, we must continue to improve our management resources and our operational and financial controls and systems, and these improvements may increase our expenses more than anticipated and result in a more complex business. We also have to expand and enhance the capabilities of our sales, relationship management, implementation, customer service, research and development, and other personnel to support our growth and continue to achieve high levels of customer service and satisfaction. Our success depends on our ability to plan for and manage this growth effectively. If we fail to anticipate and manage our growth or are unable to continue to provide high levels of customer service, our reputation, as well as our business and results of operations, could be materially and adversely affected.
Defects, errors, or other performance problems in our solutions could harm our reputation, result in significant costs to us, impair our ability to sell our solutions, and subject us to substantial liability.
Our solutions are complex and may contain defects or errors when implemented or when new functionality is released. Despite extensive testing, from time to time we have discovered, and may in the future discover, defects or errors in our solutions. Any performance problems or defects in our solutions may materially and adversely affect our business and results of operations. Defects, errors, or other performance problems or disruptions in service to provide bug fixes or upgrades, whether in connection with day-to-day operations or otherwise, could be costly for us, damage our customers’ businesses, and harm our reputation. In addition, if we have any such errors, defects, or other performance problems, our customers could seek to terminate their contracts, elect not to renew their subscriptions, delay or withhold payment, or make claims against us. Any of these actions could result in liability, lost business, increased insurance costs, difficulty in collecting accounts receivable, costly litigation, or adverse publicity. Errors, defects, or other problems could also result in reduced sales or a loss of, or delay in, the market acceptance of our solutions.
If we fail to accurately anticipate and respond to rapid changes in the industry in which we operate, our ability to attract and retain customers could be impaired and our competitive position could be harmed.
The financial services industry is subject to rapid change and the introduction of new technologies to meet the needs of this industry will continue to have a significant effect on competitive conditions in our market. If we are unable to successfully expand our product offerings beyond our current solutions, our customers could migrate to competitors who may offer a broader or more attractive range of products and services. For example, in fiscal 2022, we launched our Commercial Pricing and Profitability solution, powered by nIQ, and we may fail to achieve market acceptance of this offering. Unexpected delays in releasing new or enhanced versions of our solutions, or errors following their release, could result in loss of sales, delay in market acceptance, or customer claims against us, any of which could adversely affect our business. The success of any new solution depends on several factors, including timely completion, adequate quality testing, and market acceptance. We may

20
not be able to enhance aspects of our solutions successfully or introduce and gain market acceptance of new applications or improvements in a timely manner, or at all. Additionally, we must continually modify and enhance our solutions to keep pace with changes in software applications, database technology, and evolving technical standards and interfaces. Uncertainties related to our ability to introduce and improve functionality, announcements or introductions of a new or updated solution, or modifications by our competitors could adversely affect our business and results of operations.
We leverage third-party software, content, and services for use with our solutions. Performance issues, errors and defects, or failure to successfully integrate or license necessary third-party software, content, or services, could cause delays, errors, or failures of our solutions, increases in our expenses, and reductions in our sales, which could materially and adversely affect our business and results of operations.
We use software and content licensed from, and services provided by, a variety of third parties in connection with the operation of our solutions. Any performance issues, errors, bugs, or defects in third-party software, content, or services could result in errors or a failure of our solutions, which could adversely affect our business and results of operations. In the future, we might need to license other software, content, or services to enhance our solutions and meet evolving customer demands and requirements. Any limitations in our ability to use third-party software, content, or services could significantly increase our expenses and otherwise result in delays, a reduction in functionality, or errors or failures of our solutions until equivalent technology or content is either developed by us or, if available, identified, obtained through purchase or license, and integrated into our solutions. In addition, third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the diversion of resources from the development of our own proprietary technology, and our inability to generate revenues from new technology sufficient to offset associated acquisition and maintenance costs, all of which may increase our expenses and materially and adversely affect our business and results of operations.
We may fail to successfully expand internationally. In addition, sales to customers outside the U.S. or with international operations expose us to risks inherent in international sales, which may include a marked increase in expenses.
For the fiscal years ended January 31, 2022 and 2023, sales to customers outside the U.S. accounted for 15.9% and 15.1%, respectively, of our total revenues. Our revenues include the revenues of SimpleNexus from the date of acquisition on January 7, 2022. A key element of our growth strategy is to further expand our international operations and worldwide customer base. We have expended significant resources to build out our sales and professional services organizations outside of the U.S. and we may not realize a suitable return on this investment in the near future, if at all. We have limited operating experience in international markets, and we cannot assure you that our international expansion efforts will be successful. Our experience in the U.S. may not be relevant to our ability to expand in any international market.
Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the U.S. Export control regulations in the U.S. may increasingly be implicated in our operations as we expand internationally. These regulations may limit the export of our solutions and provision of our solutions outside of the U.S., or may require export authorizations, including by license, a license exception, or other appropriate government authorizations, including annual or semi-annual reporting and the filing of an encryption registration. Changes in export or import laws, or corresponding sanctions, may delay the introduction and sale of our solutions in international markets, or, in some cases, prevent the export or import of our solutions to certain countries, regions, governments, persons, or entities altogether, which could adversely affect our business, financial condition, and results of operations.
We are also subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their employees and intermediaries from authorizing, offering, or providing improper payments or benefits to officials and other recipients for improper purposes. Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.
In addition, we face risks in doing business internationally that could adversely affect our business, including:
•unanticipated costs;
•the need to localize and adapt our solutions for specific countries;
•complying with varying and sometimes conflicting data privacy laws and regulations;

21
•difficulties in staffing and managing foreign operations, including employment laws and regulations;
•unstable regional, economic, or political conditions;
•different pricing environments, longer sales cycles, and collections issues;
•new and different sources of competition;
•weaker protection for intellectual property and other legal rights than in the U.S. and practical difficulties in enforcing intellectual property and other rights outside of the U.S.;
•laws and business practices favoring local competitors;
•compliance challenges related to the complexity of multiple, conflicting, and changing governmental laws and regulations, including employment, tax, and anti-bribery laws and regulations;
•increased financial accounting and reporting burdens and complexities;
•restrictions on the transfer of funds; and
•adverse tax consequences.
Our international contracts often provide for payment denominated in local currencies, and the majority of our local costs are denominated in local currencies. Therefore, fluctuations in the value of the U.S. dollar and foreign currencies may impact our results of operations when translated into U.S. dollars. We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.
The failure to attract and retain additional qualified personnel could prevent us from executing our business strategy.
We must attract and retain highly qualified personnel. In particular, we are dependent upon the services of our senior leadership team, and the loss of any member of this team could adversely affect our business. Competition for executive officers, software developers, sales personnel, and other key employees in our industry is intense. In particular, we compete with many other companies for software developers with high levels of experience in designing, developing, and managing cloud-based software, as well as for skilled sales and operations professionals. Our principal operations are in Wilmington, North Carolina, where the pool of potential employees with the skills we need is more limited than it may be in larger markets, and we are sometimes required to induce prospective employees to relocate. Many of the companies with which we compete for experienced personnel have greater resources than we do. If we fail to attract new personnel or fail to retain and motivate our current personnel, our growth prospects could be severely harmed. In addition, job candidates and existing employees often consider the actual and potential value of the equity awards they receive as part of their overall compensation. Thus, if the perceived value or future value of our stock declines, our ability to attract and retain highly skilled employees may be adversely affected.
Failure to effectively expand our sales capabilities could harm our ability to increase our customer base.
Increasing our customer base and expanding customer adoption within and across business lines will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities. We plan to continue to expand our direct sales force both domestically and internationally for the foreseeable future. We believe that there is significant competition for experienced sales professionals with the sales skills and technical knowledge that we require. Newly hired employees require significant training and time before they achieve full productivity and they may not become as productive as quickly as we expect, if at all. Further, we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do business. Our business will be adversely affected if our sales expansion efforts do not generate a significant increase in revenues.
If we fail to provide effective customer training on our solutions and high-quality customer support, our business and reputation would suffer.
Effective customer training and high-quality, ongoing customer support are critical to the successful marketing, sale, and adoption of our solutions and for the renewal of existing customer contracts. As we grow our customer base, we will

22
need to further invest in and expand our customer support and training organization, which could strain our team and infrastructure and reduce profit margins. If we do not help our customers adopt our solutions, quickly resolve any post-implementation matters, and provide effective ongoing customer support and training, our ability to expand sales to existing and future customers and our reputation would be adversely affected.
If we are unable to effectively integrate our solutions with other systems used by our customers, or if there are performance issues with such third-party systems, our solutions will not operate effectively and our business and reputation will be adversely affected.
Our solutions integrate with other third-party systems used by our customers, including core processing systems. We do not have formal arrangements with many of these third-party providers regarding our access to their application program interfaces to enable these customer integrations. If we are unable to effectively integrate with third-party systems, our customers’ operations may be disrupted, which may result in disputes with customers, negatively impact customer satisfaction and harm our business. If the software of such third-party providers has performance or other problems, such issues may reflect poorly on us and the adoption and renewal of our solutions, and our business and reputation may be harmed.
Our sales cycle can be unpredictable, time-consuming and costly.
Our sales process involves educating prospective customers and existing customers about the benefits and technical capabilities of our solutions. Prospective customers often undertake a prolonged evaluation process, which typically involves not only our solutions, but also those of our competitors. Our sales cycles are typically lengthy, generally ranging from six to nine months for smaller FIs and 12 to 18 months or more for larger FIs. We may spend substantial time, effort and money on our sales and marketing efforts without any assurance that our efforts will produce any sales. Events affecting our customers’ businesses may occur during the sales cycle that could affect the size or timing of a purchase, contributing to more unpredictability in our business and results of operations. As a result of these factors, we may face greater costs, longer sales cycles and less predictability in the future.
Failure to protect our proprietary technology and intellectual property rights could adversely affect our business and results of operations.
Our future success and competitive position depend in part on our ability to protect our intellectual property and proprietary technologies. To safeguard these rights, we rely on a combination of patent, trademark, copyright, and trade secret laws and contractual protections in the U.S. and other jurisdictions, all of which provide only limited protection and may not now or in the future provide us with a competitive advantage.
As of January 31, 2023, we had 12 issued patents and one patent application pending relating to the nCino Bank Operating System in the U.S. We cannot assure you that any patents will issue from any patent applications, that patents that may be issued from such applications will give us the protection we seek or that any such patents will not be challenged, invalidated, or circumvented. Any patents that may issue in the future from our pending or future patent applications may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringers. We have registered the “nCino” name and logo in the U.S. and certain other countries and we have registrations and/or pending applications for additional marks including “nIQ” in the U.S. and certain other countries. However, we cannot assure you that any future trademark registrations will be issued for pending or future applications or that any registered trademarks will be enforceable or provide adequate protection of our proprietary rights. We also license software from third parties for integration into our solutions, including open source software and other software available on commercially reasonable terms. We cannot assure you that such third parties will maintain such software or continue to make it available. We also rely on confidentiality agreements, consulting agreements, work-for-hire agreements, and invention assignment agreements with our employees, consultants, and others.
Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer, or otherwise obtain and use them. In addition, others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights, or develop similar technologies and processes. Further, the contractual provisions that we enter into may not prevent unauthorized use or disclosure of our proprietary technology or intellectual property rights and may not provide an adequate remedy in the event of unauthorized use or disclosure of our proprietary technology or intellectual property rights. Moreover, policing unauthorized use of our technologies, trade secrets, and intellectual property is difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the U.S. and where mechanisms for enforcement of intellectual

23
property rights may be weak. We may be unable to determine the extent of any unauthorized use or infringement of our solutions, technologies, or intellectual property rights.
We use “open source” software in our solutions, which may restrict how we use or distribute our solutions, require that we release the source code of certain software subject to open source licenses, or subject us to litigation or other actions that could adversely affect our business.
We currently use in our solutions, and may use in the future, software that is licensed under “open source,” “free,” or other similar license, where the licensed software is made available to the general public on an “as-is” basis under the terms of a specific non-negotiable license. Some open source software licenses require that software subject to the license be made available to the public and that any modifications or derivative works based on the open source code be licensed in source code form under the same open source licenses. Although we monitor our use of open source software, we cannot assure you that all open source software is reviewed prior to use in our solutions, that our programmers have not incorporated open source software into our solutions, or that they will not do so in the future.
In addition, our solutions may incorporate third-party software under commercial licenses. We cannot be certain whether such third-party software incorporates open source software without our knowledge. In the past, companies that incorporate open source software into their products have faced claims alleging noncompliance with open source license terms or infringement or misappropriation of proprietary software. Therefore, we could be subject to suits by parties claiming noncompliance with open source licensing terms or infringement or misappropriation of proprietary software. Because few courts have interpreted open source licenses, the manner in which these licenses may be interpreted and enforced is subject to some uncertainty. There is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our solutions. As a result of using open source software subject to such licenses, we could be required to release proprietary source code, pay damages, re-engineer our solutions, limit or discontinue sales, or take other remedial action, any of which could adversely affect our business.
Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and adversely affect our business and results of operations.
Patent and other intellectual property disputes are common in our industry. We may be subject to claims in the future alleging that we have misappropriated, misused, or infringed other parties’ intellectual property rights. Some companies, including certain of our competitors, own a larger number of patents, copyrights, and trademarks than we do, which they may use to assert claims against us. This disparity may also increase the risk that third parties may sue us for patent infringement and may limit our ability to counterclaim for patent infringement or settle through patent cross-licenses. In addition, future assertions of patent rights by third parties, and any resulting litigation, may involve patent holding companies, non-practicing entities, or other adverse patent owners who have no relevant product revenues and against whom our own patents may provide little or no deterrence or protection. Our solutions utilize third-party licensed software, and any failure to comply with the terms of one or more of these licenses could adversely affect our business. Third parties may also assert claims of intellectual property rights infringement against our customers, whom we are typically required to indemnify. As competition increases, claims of infringement, misappropriation, and other violations of intellectual property rights may increase. Any claim of infringement, misappropriation, or other violation of intellectual property rights by a third party, even those without merit, could cause us to incur substantial costs defending against the claim, could distract our management from our business, and could deter customers or potential customers from purchasing our solutions.
There can be no assurance that we will successfully defend third-party intellectual property claims. An adverse outcome of a dispute may require us to:
•pay substantial damages, including treble damages, if we are found to have willfully infringed a third party’s patents or copyrights;
•cease developing or selling any elements of our solutions that rely on technology that is alleged to infringe or misappropriate the intellectual property of others;
•enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or intellectual property rights;
•expend additional development resources to attempt to redesign our solutions or otherwise develop non-infringing technology, which may not be successful; and

24
•indemnify our customers and other third parties.
Any license we may enter into as a result of litigation may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Any of the foregoing events could adversely affect our business and results of operations.
Our ability to raise capital in a timely manner if needed in the future may be limited, or such capital may be unavailable on acceptable terms, if at all. Our failure to raise capital if needed could adversely affect our business and results of operations, and any debt or equity issued to raise additional capital may reduce the value of our common stock.
We have funded our operations since inception primarily through equity financings and receipts generated from customers. During our fiscal year 2023, we supplemented our liquidity with a revolving credit facility of up to $50.0 million (the "Credit Facility"). As of January 31, 2023 we had $30.0 million outstanding under our Credit Facility. We cannot be certain when or if our operations will generate sufficient cash to fund our ongoing operations or the growth of our business. We intend to continue to make investments to support our business and may require additional funds. Moreover, we do not expect to be profitable for the foreseeable future on a GAAP basis. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could adversely affect our business and results of operations. If we incur debt, including under the revolving line of credit, the lenders would have rights senior to holders of common stock to make claims on our assets, and the terms of any future debt could restrict our operations, and we may be unable to service or repay the debt. Furthermore, if we issue additional equity securities, stockholders may experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in a future offering will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the impact any future incurrence of debt or issuance of equity securities will have on us. Any future incurrence of debt or issuance of equity securities could adversely affect the value of our common stock.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
We have incurred substantial net operating losses (“NOLs”), during our history. U.S. federal and certain state NOLs generated in taxable years beginning after December 31, 2017 are not subject to expiration. Federal NOLs generally may not be carried back to prior taxable years except that, under the Coronavirus Aid, Relief and Economic Security (CARES) Act, federal NOLs generated in tax years 2018, 2019, and 2020 may be carried back to each of the five taxable years preceding the taxable year in which the loss arises. Additionally, for taxable years beginning after December 31, 2020, the deductibility of federal NOLs is limited to 80% of our taxable income in such taxable year. NOLs generated in tax years before 2018 may still be used to offset future taxable income without regard to the 80% limitation, although they have the potential to expire without being utilized if we do not achieve profitability in the future. However, under the rules of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its NOLs, pre-change tax attributes and any net unrealized built-in losses to offset its post-change taxable income or taxes may be limited. The applicable rules generally operate by focusing on changes in ownership among stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a company, as well as changes in ownership arising from new issuances of stock by the company. The rules of Section 382 are regularly being evaluated to determine any potential limitations. If we experience one or more ownership changes as a result of future transactions in our stock, then we may be limited in our ability to use our NOL carryforwards, pre-change tax attributes or deductions to offset our future taxable income, if any.
Amendments to existing tax laws, rules, or regulations, or enactment of new unfavorable tax laws, rules, or regulations could have an adverse effect on our business and operating results.
The rules dealing with U.S. federal, state, and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common stock. In recent years, many such changes have been made and changes are likely to continue to occur in the future. For example, the Tax Cuts and Jobs Act was enacted in 2017 and made a number of significant changes to the current U.S. federal income tax rules, including reducing the generally applicable corporate tax rate from 35% to 21%, imposing additional limitations on the deductibility of interest, placing limits on the utilization of NOLs, and making substantial changes to the international tax rules. In addition, on March 27, 2020, the CARES Act was signed into law, which included certain changes in tax law intended to stimulate the U.S. economy in light of the COVID-19 pandemic, including temporary beneficial changes to the treatment of net operating losses, interest deductibility limitations, and payroll tax matters. Many of the provisions of the Tax Cuts and Jobs Act still require

25
guidance through the issuance and/or finalization of regulations by the U.S. Treasury Department in order to fully assess their effects, and there may be substantial delays before such regulations are promulgated and/or finalized, increasing the uncertainty as to the ultimate effects of the Tax Cuts and Jobs Act on us and our stockholders. There also may be technical corrections legislation or other legislative changes proposed with respect to the Tax Cuts and Jobs Act, the effects of which cannot be predicted and may be adverse to us or our stockholders.
Risks Relating to Ownership of Our Common Stock
The market price of our common stock may be volatile or may decline steeply or suddenly regardless of our operating performance and we may not be able to meet investor or analyst expectations and you may lose all or part of your investment.
The market price of our common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:
•variations between our actual operating results and the expectations of securities analysts, investors, and the financial community;
•any forward-looking financial or operating information we may provide to the public or securities analysts, any changes in this information, or our failure to meet expectations based on this information;
•actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;
•additional shares of our common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales;
•hedging activities by market participants;
•announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
•changes in operating performance and stock market valuations of companies in our industry, including our competitors;
•price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole, including inflation and rising interest rates;
•lawsuits threatened or filed against us;
•developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and
•other events or factors, political conditions, election cycles, war or incidents of terrorism, or responses to these events.
In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect many technology companies’ stock prices. Stock prices often fluctuate in ways unrelated or disproportionate to a company’s operating performance. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and seriously harm our business.
Moreover, because of these fluctuations, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenues or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price

26
of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or earnings forecasts that we may provide.
We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
Future securities issuances could result in significant dilution to our stockholders and impair the market price of our common stock.
Future issuances of shares of our common stock, or the perception that these sales may occur, could depress the market price of our common stock and result in dilution to existing holders of our common stock. Also, to the extent outstanding options to purchase shares of our common stock are exercised or options, restricted stock units, or other stock-based awards are issued or become vested, there will be further dilution. The amount of dilution could be substantial depending upon the size of the issuances or exercises. Furthermore, we may issue additional equity securities that could have rights senior to those of our common stock. As a result, purchasers of our common stock bear the risk that future issuances of debt or equity securities may reduce the value of our common stock and further dilute their ownership interest.
Delaware law and provisions in our amended and restated certificate of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock.
Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock by acting to discourage, delay, or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions include the following:
•establish a classified board of directors so that not all members of our board of directors are elected at one time;
•permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;
•provide that directors may only be removed for cause;
•require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and bylaws;
•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
•prohibit stockholders from calling special meetings of stockholders;
•prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
•provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws;
•restrict the forum for certain litigation against us to Delaware; and
•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

27
Any provision of our amended and restated certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.
Our amended and restated certificate of incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf under Delaware law, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”), our amended and restated certificate of incorporation or bylaws, (4) any other action asserting a claim that is governed by the internal affairs doctrine, or (5) any other action asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) in all cases subject to the court having jurisdiction over indispensable parties named as defendants. These exclusive-forum provisions do not apply to claims under the Securities Act or the Exchange Act.
To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. However, our amended and restated certificate of incorporation contains a federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to this provision. This exclusive-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find the exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.
General Risks
Uncertain or weakened economic conditions, including inflation and rising interest rates and geopolitical uncertainties, may adversely affect our industry, business, and results of operations.
Our overall performance depends on economic conditions, which may be challenging at various times in the future. Financial developments, monetary and other developments seemingly unrelated to us or our industry may adversely affect us. For example, the current rising interest rate environment in the U.S., undertaken as a means to manage inflation, has had an impact on the real estate market in the U.S. and specifically, the demand for mortgage and mortgage-related products and services, which has had a negative impact on our SimpleNexus business and may continue to adversely impact that business to the extent the rising interest rate environment persists.
Moreover, domestic and international economies have from time-to-time been impacted by falling demand for a variety of goods and services, tariffs and other trade issues, threatened sovereign defaults and ratings downgrades, restricted credit, threats to major multinational companies, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies, and overall uncertainty. We cannot predict the timing, strength, or duration of the current or any future potential economic slowdown in the U.S. or globally. These conditions affect the rate of technology spending generally and could adversely affect our customers’ ability or willingness to purchase our solutions, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscriptions, or affect renewal rates, any of which could adversely affect our results of operations.

28
Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our business, financial condition, and results of operations.
A significant portion of our employee base, operating facilities, and infrastructure are centralized in Wilmington, North Carolina. Any of our facilities may be harmed or rendered inoperable by natural or man-made disasters, including hurricanes, tornadoes, wildfires, floods, earthquakes, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks or pandemic events, power outages, and other infrastructure failures, which may render it difficult or impossible for us to operate our business for some period of time. Our facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in our operations could adversely affect our business and results of operations and harm our reputation. Moreover, although we have disaster recovery plans, they may prove inadequate. We may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our business and results of operations. In addition, the facilities of our third-party providers, including Salesforce and AWS, may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties, or otherwise materially and adversely affect our business.
If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline.
The trading market for our common stock is influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors. If one or more analysts initiate research with an unfavorable rating or downgrade our common stock, provide a more favorable recommendation about our competitors, or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If any analyst who covers us or may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our common stock to decline.
Failure to maintain the adequacy of internal controls over financial reporting may adversely affect investor confidence in our company and, as a result, the value of our common stock.
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. On an annual basis, this assessment includes disclosure of any material weaknesses identified by our management in our internal controls over financial reporting. Our independent registered public accounting firm is required to annually attest to the effectiveness of our internal controls over financial reporting. We are required to disclose significant changes made in our internal controls procedure on a quarterly basis.
Our compliance with Section 404 has required, and will continue to require, that we incur substantial accounting expense and expend significant management efforts.
During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal controls over financial reporting, we will be unable to assert that our internal controls over financial reporting are effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls over financial reporting in the future. Any failure to maintain internal controls over financial reporting could severely inhibit our ability to accurately report our financial condition and operating results. If we are unable to conclude that our internal controls over financial reporting are effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal controls over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal controls over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
Operating as a public company requires us to incur substantial costs and requires substantial management attention.
As a public company, we have incurred and will continue to incur substantial legal, accounting, and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC, and the rules and regulations of The Nasdaq Global Select Market. As part of these requirements, we established and maintain effective disclosure and financial controls and make changes to our corporate

29
governance practices. Compliance with these requirements has and will continue to increase our legal and financial compliance costs and will make some activities more time-consuming.
Our management and other personnel divert attention from other business matters to devote substantial time to the reporting and other requirements of being a public company. In particular, we incur significant expense and devote substantial management effort to complying with the requirements of Section 404 of the Sarbanes-Oxley Act.
The terms of our Credit Facility contain restrictive covenants that may limit our operating flexibility.
On February 11, 2022, we entered into Credit Agreement by and among the Company, nCino OpCo, Inc., certain subsidiaries of the Company as guarantors, and Bank of America, N.A. as lender, pursuant to which we received access to a revolving Credit Facility of up to $50.0 million. As of January 31, 2023, we had $30.0 million outstanding under our Credit Facility. The Credit Facility contains affirmative and restrictive covenants that limit our operating ability including to, among other things, dispose of assets, merge with other companies, incur additional indebtedness and liens, engage in new businesses, acquire certain other companies and modify organizational documents. In addition, the Credit Facility is secured by substantially all of our personal property, and the Credit Facility requires us to satisfy certain covenants, including maintaining a minimum amount of liquidity under the Credit Facility. As a result of these restrictions, we will be limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. There is no guarantee that we will be able to meet our covenants or pay the principal and interest on any such debt. Furthermore, there is no guarantee that future working capital, borrowings or equity financing will be available to repay or refinance any such debt. Any inability to make scheduled payments, meet the financial or other covenants in our Credit Facility would adversely affect our business. Further, at any time, if we violate the terms of the Credit Facility or otherwise fail to meet our covenants, we may not be able to obtain a waiver from the lenders under satisfactory terms, if at all, which would limit our operating flexibility and/or liquidity and which would have an adverse effect on our business and prospects.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our headquarters are located in Wilmington, North Carolina where we lease several facilities encompassing approximately 237,000 square feet plus a 648-space parking deck. The leases relating to approximately 180,000 square feet of those facilities plus an adjacent parking deck expire in October 2037, each with options to extend and a purchase option that expires if not exercised on or before November 30, 2026. We have additional domestic offices in the U.S. and international offices in the United Kingdom, Australia, Canada, Japan, Spain and France. All of our offices are leased, and we do not own any real property.
We believe our facilities are adequate for our current needs. We believe that we will be able to obtain additional space on commercially reasonable terms.
Item 3. Legal Proceedings    
From time to time, the Company may become involved in legal proceedings or is subject to claims arising in the ordinary course of business including the following:
On February 23, 2021, the Company and certain of its officers and other employees were served with grand jury subpoenas wherein the Antitrust Division of the Department of Justice (the “DOJ”) was seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under U.S. federal antitrust laws. On February 8, 2023, the DOJ informed the Company that the investigation is closed. No fines, sanctions, actions, or penalties were imposed or taken against the Company or its officers or other employees in connection with this matter, and the costs the Company was incurring cooperating with the investigation have now ceased.
On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina (the "District Court"). The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among the Company, Live Oak Bancshares, Inc. ("Live Oak") and Apiture, Inc. ("Apiture") not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act and N.C. Gen Stat. §§

30
75-1 and 75-2. The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable attorneys’ fees, the costs of the suit, and pre-judgment and post judgment interest. The complaint does not allege any specific damages. On November 23, 2021, the District Court approved preliminary settlements between the plaintiff and defendant Live Oak in the amount of approximately $3.9 million, and unnamed party Apiture in the amount of approximately $0.8 million. Although there can be no assurance with respect to the outcome of this matter, the Company believes the alleged claims are not meritorious and intends to defend itself vigorously.
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.
The Company does not presently believe the above matters will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. However, regardless of the outcome, legal proceedings can have an adverse impact on us because of the related expenses, diversion of management resources, and other factors.
Given the uncertainty and preliminary stages of these matters, the Company is unable to estimate any possible loss or range of loss that may result.
Item 4. Mine Safety Disclosures
Not applicable.

31
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
Our common stock has been listed on The Nasdaq Global Select Market under the symbol “NCNO” since July 14, 2020. Prior to that date, there was no public trading market for our common stock.
Stockholders
As of January 31, 2023, there were 151 holders of record of our common stock. Because many of such shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividends Policy
We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant. Our ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act.
The graph below compares the cumulative total return to our stockholders on our common stock between July 14, 2020 (the date our common stock commenced trading on the NASDAQ Global Select Market) through January 31, 2023 in comparison to the S&P 500 Index, the Russell 2000 Index, and the S&P 1500 Application Software Index. The graph assumes $100 was invested in our common stock on July 14, 2020, the S&P 500 Index, the Russell 2000 Index, and the S&P 1500 Application Software Index and assumes the reinvestment of any dividends.

32
In fiscal 2023, we replaced the S&P 500 Index with the Russell 2000 Index as we believe that the market capitalization profile is more comparable to that of the Company. We will not include the previously used S&P 500 Index in our stock performance graph going forward.
Comparison of Cumulative Total Return of nCino, Inc.
ncno-20230131_g1.jpg
Securities Authorized for Issuance under Equity Compensation Plans
See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for more information regarding securities authorized for issuance.
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
None.
Item 6. [Reserved]
Item 7. 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 consolidated financial statements and related notes and other financial information included in this Annual Report on Form 10-K. 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 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 Annual Report on Form 10-K to a fiscal year mean the year in which that fiscal year ends. For example, references in this Annual Report on Form 10-K to "fiscal 2023" refer to the fiscal year ended January 31, 2023.

33
The following section of this Form 10-K discusses our financial condition and results of operations for fiscal 2023 and 2022 and year-to-year comparisons between fiscal 2023 and 2022. Discussions of fiscal 2021 items and year-to-year comparisons between fiscal 2022 and fiscal 2021 that are not included in this Form 10-K can be found in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2022, filed with the SEC on March 31, 2022.
Overview
nCino is the pioneer in cloud banking. Built by bankers for bankers, the nCino Bank Operating System is a single, multi-tenant software-as-a-service (SaaS) solution that helps financial institutions ("FI") modernize, innovate and outperform. A leader in the global financial services technology industry, nCino is a proven partner that has helped more than 1,850 FIs of all sizes and complexities, including global, enterprise, regional and community banks; credit unions; new market entrants; and independent mortgage banks power distinctive experiences, drive growth efficiencies, and run with full integrity. With nCino, FIs can:
•digitally serve their clients across lines of business,
•improve financial results,
•elevate employee experience and performance,
•manage risk and compliance more effectively, and
•establish an active data, audit, and business intelligence hub.
nCino was originally founded in a bank to improve that FI’s operations and client service. After realizing that virtually all FIs were dealing with 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—we were 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 cross the modernization divide by providing a comprehensive solution that onboards clients, originates loans, and opens accounts on a single, cloud-based platform.
We initially focused the nCino Bank Operating System on transforming commercial and small business lending for community and regional banks in the United States ("U.S."). We introduced this solution to enterprise banks in the U.S. in 2014, and then internationally in 2017, and have subsequently expanded across North America, Europe and Asia-Pacific ("APAC"). Throughout this market expansion, we broadened the nCino Bank Operating System by adding functionality for consumer lending, client onboarding, deposit account opening, analytics and AI/ML. In fiscal 2020, we acquired nCino Portfolio Analytics, LLC (formerly Visible Equity) and FinSuite 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. Additionally, in January 2022, we acquired SimpleNexus, which expanded our capabilities to the U.S. point-of-sale mortgage market.
We generally offer our solutions on a SaaS basis under multi-year contracts and recognize subscription revenues ratably over the term of the contract. Our customers may initially purchase one of our solutions for implementing a client onboarding, loan origination and/or deposit account opening application in a specific line of business within the FI, such as commercial, small business, consumer, or mortgage. 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. For fiscal 2023, we had a subscription revenue retention rate of 148%. See Item 7 of this Annual Report on Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Operating Results—Subscription Revenue Retention Rate” for additional information on subscription revenue retention rates.
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 January 31, 2023, we had 267 sales and sales support personnel in the U.S., including SimpleNexus, and 77 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 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
34
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. As a result, we expect the mix of our total revenues to become more heavily weighted toward subscription revenues.
On the Acquisition Date, we acquired SimpleNexus, a leading cloud-based mobile-first homeownership software company in the U.S., for an aggregate purchase price of $933.6 million. As a result of the acquisition, SimpleNexus became a wholly owned subsidiary of nCino, Inc. Our consolidated results of operations for fiscal 2022 and 2023 include the operating results of SimpleNexus from the Acquisition Date. See Note 7 "Business Combinations" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information. Given it was prior to the Acquisition Date, no operating results for SimpleNexus are included in the comparative period for fiscal 2021. SimpleNexus offers a suite of products that enables loan officers, borrowers, real estate agents, settlement agents and others to easily engage in the homeownership process from any internet-enabled device.
In January 2023, nCino implemented an "in-person first" working environment at the Company's headquarters in Wilmington, N.C., in which full-time employees within Wilmington are expected to return to the office on a full-time basis.
On January 18, 2023, the Company announced a workforce reduction of approximately seven percent 7% and office space reductions in certain markets (collectively, the “Restructuring Plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth. The Company incurred charges in the fourth quarter of the Company’s fiscal 2023 of $4.8 million in connection with the Restructuring Plan. As of January 31, 2023, the accrual for severance and related benefit costs of $5.0 million for terminated employees was included in accrued compensation and benefits in the consolidated balance sheets and was paid in the first quarter of the Company’s fiscal 2024. The Company paid $0.8 million in the fourth quarter of fiscal 2023 to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification under ASC 842. See Note 19 "Restructuring" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Our total revenues were $204.3 million, $273.9 million, and $408.3 million for fiscal 2021, 2022, and 2023, respectively, representing a 41.4% compound annual growth rate. Our revenues include $3.9 million in revenues from SimpleNexus from the Acquisition Date for fiscal 2022 and $65.4 million for fiscal 2023. Our subscription revenues in fiscal 2021 were $162.4 million or 79.5% of total revenues, $224.9 million or 82.1% of total revenues in fiscal 2022, and $344.8 million or 84.4% of total revenues in fiscal 2023, representing a 45.7% compound annual growth rate. Our subscription-based revenues include $3.7 million from SimpleNexus from the Acquisition Date for fiscal 2022 and $59.8 million for fiscal 2023. Due to our investments in growth, we recorded net losses attributable to nCino in fiscal 2021, 2022, and 2023 of $40.5 million, $49.4 million, and $102.7 million, respectively. Our net losses include the operating results of SimpleNexus from the Acquisition Date.
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 15.1% of total revenues for fiscal 2023. 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 to 18 months, depending on 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.
35
Subscription Revenue Retention Rate. We believe that our ability to retain and grow subscription revenues from our existing customers over time strengthens the stability and predictability of our revenue base and is reflective of both the adoption curve of customers and the value we deliver to them. We assess our performance in this area using a metric we refer to as subscription revenue retention rate. We calculate our subscription revenue retention rate as total subscription revenues in a fiscal year from customers who contracted for any of our solutions as of January 31 of the prior fiscal year, expressed as a percentage of total subscription revenues for the prior fiscal year. In accordance with this definition, subscription revenues from customers obtained through an acquisition will first be included in the calculation in the fiscal year subsequent to such acquisition, for the periods they were a customer of nCino. Our subscription revenue retention rate provides insight into the impact on current year subscription revenues of:
•the number and timing of new customers and phased activation of seats purchased by them in prior years, which activation schedules can span several fiscal years for larger contracts;
•expanding adoption of our solutions by our existing customers during the current year, excluding any revenues derived from businesses acquired during such year; and
•customer attrition.
For fiscal 2021, 2022, and 2023, we had subscription revenue retention rates of 155%, 133%, and 148%, respectively. The most significant driver of changes in our subscription revenue retention rate each year has historically been the number of new customers in prior years and the associated phased activation schedules for such customers. In addition, because larger FIs tend to make more sizable purchases with longer activation schedules, we expect variability in our subscription revenue retention rates based on the timing and extent of our continued penetration of this portion of the market. The increase in our subscription revenue retention rate for fiscal 2021 was primarily due to accelerated activation of licenses sold in the year for our PPP and Coronavirus Business Interruption Loan Scheme solutions. The moderation in our subscription revenue retention rate for fiscal 2022 was due to a higher mix of new customer sales with prolonged activation schedules. The increase in our subscription revenue retention rate for fiscal 2023 was due to the inclusion of customers who had contracts with SimpleNexus in effect prior to January 31, 2022. Subscription revenues from periods prior to the acquisition were excluded from the calculation for fiscal 2023. Excluding SimpleNexus, the subscription revenue retention rate for fiscal 2023 was 125%. Our use of subscription revenue retention rate has limitations as an analytical tool, and investors should not consider it in isolation. Other companies in adjacent markets may calculate subscription revenue retention rates or similar metrics differently, which reduces its usefulness as a comparative measure.
Long-term ACV Expansion. A key element of our growth strategy is to expand our deployed footprint with a customer after initial adoption. Our customers typically purchase the nCino Bank Operating System for a defined line of business or to support a specific use case and, once deployed, we seek to convince the customer to adopt our solutions within and across additional lines of business. To date, we have been successful in executing our land and expand strategy as a result of the ability of our solutions to streamline workflow, generate meaningful insights for operational improvement, and help drive improved bottom line results. Due to our rapid growth, many of our customers have not yet come up for renewal, so our historical net retention rates may not be predictive of future results. If our customers do not continue to see the ability of our solutions to generate return on investment relative to other available solutions or at all, net retention rates could suffer and our operating results could be adversely affected.
We believe our ACV-based net retention of customers over the long term illustrates our success in executing our land and expand strategy, as it demonstrates growing adoption by existing customers, including price increases but net of attrition. To measure net retention, we categorize customers by the year in which they first contracted for one of our solutions, which we call an annual cohort. For each annual cohort, we measure the total ACV for our most recently completed fiscal year and divide it by the total ACV for such cohort at the end of the initial cohort year. We refer to the resulting quotient as “ACV-based net retention.” In any given period, ACV for a customer represents the annualized subscription fees from the fully activated subscription contracts in effect for such customers at the end of the applicable period. While we expect ACV-based net retention to increase over time for each respective cohort as we execute our land and expand strategy, occasionally ACV-based net retention can moderate from one period to the next, from customer consolidation for example.
The graphic below illustrates our ACV-based net retention for customers initially signed since fiscal 2013. Customers who signed with SimpleNexus prior to January 31, 2022, are included in the fiscal 2022 cohort and customers who
36
signed with Portfolio Analytics prior to January 31, 2020, are represented in the fiscal 2020 cohort. Each individual cohort is not necessarily predictive of other or future cohorts.
Annual Contract Value ("ACV")

ncno-20230131_g2.jpg
Interest Rate Environment. We are currently operating in a rising interest rate environment as the United States Federal Reserve raises interest rates as a means to manage inflation. These rate increases have had an impact on the real estate 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 SimpleNexus business. We continue to monitor the impact the rise in interest rates and any future rise in interest rates 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
37
typically range from three to five years for the nCino Bank Operating System and one to three years for SimpleNexus. 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 SimpleNexus, a digital homeownership platform 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 SimpleNexus 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 SimpleNexus 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.
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.
38
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, such as legal and other professional services fees. We expect general and administrative expenses will decrease as a percentage of revenues 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 loans that are 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.
39
Results of Operations
The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Annual Report on Form 10-K. The following tables present our selected consolidated statements of operations data for fiscal 2021, 2022, and 2023 in both dollars and as a percentage of total revenues, except as noted.
The comparability of our operating results is impacted by our SimpleNexus acquisition. In our discussion of changes in our results of operations for our year-to-year comparisons between fiscal 2023 and 2022, we disclose the impact of the growth of revenues from SimpleNexus. Expense contributions from our SimpleNexus acquisition for each of the respective period comparisons generally were not separately identifiable due to the integration of this business into our existing operations.
Fiscal Year Ended January 31,
($ in thousands, except share and per share amounts)202120222023
Revenues:
Subscription revenues
$162,439 $224,854 $344,752 
Professional services and other revenues
41,854 49,011 63,563 
Total revenues204,293 273,865 408,315 
Cost of revenues:
Cost of subscription revenues47,969 64,508 106,265 
Cost of professional services and other revenues40,166 46,905 63,341 
Total cost of revenues88,135 111,413 169,606 
Gross profit116,158 162,452 238,709 
Operating expenses:
Sales and marketing59,731 82,901 127,669 
Research and development58,263 79,363 121,576 
General and administrative40,772 71,545 83,477 
Total operating expenses158,766 233,809 332,722 
Loss from operations(42,608)(71,357)(94,013)
Non-operating income (expense):
Interest income361 194 403 
Interest expense(130)(1,514)(2,807)
Other income (expense), net1,693 (1,277)(1,356)
Loss before income taxes(40,684)(73,954)(97,773)
Income tax provision (benefit)586 (23,833)4,071 
Net loss(41,270)(50,121)(101,844)
Net loss attributable to redeemable non-controlling interest(1,130)(1,569)(1,119)
Adjustment attributable to redeemable non-controlling interest396 894 1,995 
Net loss attributable to nCino, Inc.$(40,536)$(49,446)$(102,720)
Net loss per share attributable to nCino, Inc.:
Basic and diluted$(0.46)$(0.51)$(0.93)
Weighted average number of common shares outstanding:
Basic and diluted87,678,323 96,722,464 110,615,734 
40
The Company recognized stock-based compensation expense as follows:
Fiscal Year Ended January 31,
($ in thousands)202120222023
Cost of subscription revenues$576 $960 $1,430 
Cost of professional services and other revenues4,232 5,195 7,263 
Sales and marketing6,190 7,520 13,283 
Research and development5,463 6,186 11,602 
General and administrative8,747 8,616 16,654 
Total stock-based compensation expense1
$25,208 $28,477 $50,232 
1Includes $0.2 million benefit incurred for the fiscal year ended January 31, 2023 in connection with the restructuring plan commenced in January 2023. See Note 19 "Restructuring" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.
The Company recognized amortization expense for intangible assets as follows:
Fiscal Year Ended January 31,
($ in thousands)202120222023
Cost of subscription revenues$1,525 $2,604 $17,019 
Cost of professional services and other revenues— — 94 
Sales and marketing1,670 2,303 11,087 
General and administrative10 — — 
Total amortization expense$3,205 $4,907 $28,200 
Fiscal Year Ended January 31,
202120222023
Revenues:
Subscription revenues79.5 %82.1 %84.4 %
Professional services and other revenues20.5 17.9 15.6 
Total revenues100.0 100.0 100.0 
Cost of revenues (percentage shown in comparison to related revenues):
Cost of subscription revenues29.5 28.7 30.8 
Cost of professional services and other revenues96.0 95.7 99.7 
Total cost of revenues43.1 40.7 41.5 
Gross profit56.9 59.3 58.5 
Operating expenses:
Sales and marketing29.2 30.3 31.3 
Research and development28.5 29.0 29.8 
General and administrative20.0 26.1 20.4 
Total operating expenses77.7 85.4 81.5 
Loss from operations(20.8)(26.1)(23.0)
Non-operating income (expense):
Interest income0.2 0.1 0.1 
Interest expense(0.1)(0.6)(0.7)
Other income (expense), net0.8 (0.5)(0.3)
Loss before income taxes(19.9)(27.1)(23.9)
Income tax provision (benefit)0.3 (8.7)1.0 
Net loss(20.2)%(18.4)%(24.9)%
41
Comparison of the Fiscal Years Ended January 31, 2022 and 2023
Revenues
Fiscal Year Ended January 31,
($ in thousands)20222023
Revenues:
Subscription revenues$224,854 82.1 %$344,752 84.4 %
Professional services and other revenues49,011 17.9 63,563 15.6 
Total revenues$273,865 100.0 %$408,315 100.0 %
Subscription Revenues
Subscription revenues increased $119.9 million for fiscal 2023 compared to fiscal 2022, due to initial revenues from customers who did not contribute to subscription revenues during the prior period, including customers added as a result of our acquisition of SimpleNexus, and growth from existing customers within and across lines of business. Of the increase, 44.5% was attributable to increased revenues from existing customers as additional seats were activated in accordance with contractual terms and customers expanded their adoption of our solutions, 8.7% was attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and 46.8% was attributable to revenues from SimpleNexus. Subscription revenues were 84.4% of total revenues for fiscal 2023 compared to 82.1% of total revenues for fiscal 2022, primarily due to growth in our installed base and SimpleNexus.
Professional Services and Other Revenues
Professional services and other revenues increased $14.6 million for fiscal 2023 compared to fiscal 2022, primarily due to the addition of new customers as well as expanded adoption by existing customers within and across lines of business where implementation, configuration, and training services were required. 36.4% of the increase was attributable to revenues from SimpleNexus.
Cost of Revenues and Gross Margin
Fiscal Year Ended January 31,
($ in thousands)20222023
Cost of revenues (percentage shown in comparison to related revenues):
Cost of subscription revenues$64,508 28.7 %$106,265 30.8 %
Cost of professional services and other revenues46,905 95.7 63,341 99.7 
Total cost of revenues$111,413 40.7 $169,606 41.5 
Gross profit$162,452 59.3 %$238,709 58.5 %
Cost of Subscription Revenues
Cost of subscription revenues increased $41.8 million for fiscal 2023 compared to fiscal 2022, generating a gross margin for subscription revenues of 69.2% compared to a gross margin of 71.3% for fiscal 2022. The decrease in gross margin percentage is primarily due to an increase of $14.4 million in amortization expense for acquired developed technology related to the acquisition of SimpleNexus included for a full year in fiscal 2023 compared to less than a month in fiscal 2022. Costs related to Salesforce user fees increased $11.9 million as we continued to add new customers and sell additional functionality to existing customers, and other costs of subscription revenues increased $10.1 million due to costs associated with access to other platforms and data center costs. Personnel costs, including stock-based compensation expense, increased $4.3 million due to an increase in average headcount, including headcount from the acquisition of SimpleNexus contributing for a full year in fiscal 2023 compared to less than a month in fiscal 2022. The increase in cost of subscription revenues also included an increase of $0.8 million in allocated overhead costs due to growth supporting our continued business expansion. We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Bank Operating System grows.
42
Cost of Professional Services and Other Revenues
Cost of professional services and other revenues increased $16.4 million for fiscal 2023 compared to fiscal 2022, generating a gross margin for professional services and other revenues of 0.3% compared to a gross margin of 4.3% for fiscal 2022. For fiscal 2023, personnel costs, including stock-based compensation expense, increased $13.6 million for professional services compared to the prior year period due to an increase in average headcount, including headcount from the acquisition of SimpleNexus contributing for a full year in fiscal 2023 compared to less than a month in fiscal 2022. Also included in the increase in personnel costs is $0.3 million in restructuring costs incurred in connection with the headcount reductions in January 2023. The increase in cost of professional services and other revenues also included an increase of $1.7 million in allocated overhead costs due to growth supporting our business, an increase of $0.8 million in travel-related costs, and a $0.4 million increase in reimbursable travel and related expenses for the professional services organization. The decrease in our professional services and other gross margin for fiscal 2023 was primarily due to a decline in realized effective billing and utilization rates in our professional services teams.
Operating Expenses
Fiscal Year Ended January 31,
($ in thousands)20222023
Operating expenses:
Sales and marketing$82,901 30.3 %$127,669 31.3 %
Research and development79,363 29.0 121,576 29.8 
General and administrative71,545 26.1 83,477 20.4 
Total operating expenses233,809 85.4 332,722 81.5 
Loss from operations$(71,357)(26.1)%$(94,013)(23.0)%
Sales and Marketing
Sales and marketing expenses increased $44.8 million for fiscal 2023 compared to fiscal 2022, primarily due to an increase of $24.9 million in personnel costs, including stock-based compensation expense, mainly from an increase in average headcount, including headcount from the acquisition of SimpleNexus contributing for a full year in fiscal 2023 compared to less than a month in fiscal 2022. Also included in the increase in personnel costs is $1.3 million in restructuring costs incurred in connection with the headcount reductions in January 2023. The increase in personnel costs was partially offset by a decrease in expatriate tax equalization expenses compared to fiscal 2022. Amortization expense for acquired customer relationships and trade name increased $8.8 million related to the acquisition of SimpleNexus. The increase in sales and marketing expenses also included an increase of $4.1 million in sales-related travel costs, an increase of $3.4 million in marketing costs primarily attributable to the re-establishment of in-person conferences following COVID-19, an increase of $2.7 million in allocated overhead costs, and an increase of $0.9 million in third-party consulting fees.
Our sales and marketing headcount decreased by 2 from January 31, 2022 to January 31, 2023. In the fourth quarter of fiscal 2023 due to a change in responsibilities, 12 employees moved to our general and administrative department from our sales and marketing department. 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 increased $42.2 million for fiscal 2023 compared to fiscal 2022, primarily due to an increase of $41.2 million in personnel costs, including stock-based compensation expense, mainly from an increase in average headcount, including headcount from the acquisition of SimpleNexus contributing for a full year in fiscal 2023 compared to less than a month in fiscal 2022. Also included in the increase in personnel costs is $2.0 million in restructuring costs incurred in connection with the headcount reductions in January 2023. The increase in research and development expenses also included an increase of $3.9 million in allocated overhead costs due to growth supporting our continued business expansion and an increase of $1.0 million in travel-related costs, partially offset by a $4.0 million decrease in third party professional fees as a result of lower contract research and development spend.
Our research and development headcount grew by 32 from January 31, 2022 to January 31, 2023. We expect research and development expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.
43
General and Administrative
General and administrative expenses increased $11.9 million for fiscal 2023 compared to fiscal 2022, primarily due to an increase of $19.2 million in personnel costs, including stock-based compensation, from additional headcount as we continued to scale our business, mainly from an increase in average headcount, including headcount from the acquisition of SimpleNexus contributing for a full year in fiscal 2023 compared to less than a month in fiscal 2022. Also included in the increase in personnel costs is $1.2 million in restructuring costs incurred in connection with the headcount reductions in January 2023. The increase in general and administrative spend also included an increase of $2.7 million in allocated overhead and other general and administrative costs and an increase of $0.7 million in travel-related costs. Third party professional fees decreased $10.6 million for fiscal 2023 compared to fiscal 2022, mostly attributable to a decrease in third party professional fees and expenses related to acquisition costs for SimpleNexus and fees and expenses related to the government antitrust investigation and related civil action disclosed in Item 3 "Legal Proceedings" of Part I of this Annual Report on Form 10-K (the "Antitrust Matters") partially offset by an increase in other professional fees.
Our general and administrative headcount grew by 20 from January 31, 2022 to January 31, 2023. In the fourth quarter of fiscal 2023 due to a change in responsibilities, 12 employees moved from our sales and marketing department to our general and administrative department. We expect general and administrative expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.
Non-Operating Income (Expense)
Fiscal Year Ended January 31,
($ in thousands)20222023
Interest income$194 0.1 %$403 0.1 %
Interest expense(1,514)(0.6)(2,807)(0.7)
Other income (expense), net(1,277)(0.5)(1,356)(0.3)
Interest expense increased $1.3 million primarily due to a larger balance on our financing obligations for leases for which we are considered the owners for accounting purposes, and also due to interest expenses associated with a credit agreement for a senior secured revolving credit facility of up to $50.0 million we entered into on February 11, 2022 (the "Credit Facility") that was not in place in the prior comparative year.
Income Tax Provision (Benefit)
Fiscal Year Ended January 31,
($ in thousands)20222023
Income tax provision (benefit)$(23,833)(8.7)%$4,071 1.0 %
Income tax provision was $4.1 million for fiscal 2023 compared to a benefit of $23.8 million for fiscal 2022 and resulted in an effective tax rate of (4.2)% compared to 32.2% in the prior fiscal year. In fiscal 2023, the income tax provision was primarily due to taxes from profitable jurisdictions outside of the U.S., which includes withholding taxes. In fiscal 2022, the income tax benefit was primarily due to the reduction of the valuation allowance from the acquisition of SimpleNexus, offset by a tax provision from profitable jurisdictions outside of the U.S.
See Note 12 "Income Taxes" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further details on the components of income tax and a reconciliation of the U.S. federal statutory rate to the effective tax rate.
We continue to maintain a valuation allowance against our deferred assets in most jurisdictions, including the U.S. It is determined by management when a valuation allowance should be recorded, utilizing significant judgement and the use of estimates.
Beginning in fiscal 2023, we have adopted, as required, Code Section 174, as amended by the Tax Cuts and Jobs Act of 2017. For U.S. income tax purposes, the option to deduct research and development expenditures is no longer available and thus requires us to capitalize and amortize these expenditures over either a five- or fifteen-year period. This will result in the repartition of our deferred tax asset balances from net operating losses and tax credit carryforwards to non-tax attribute
44
deferred tax balances. In addition, this may reduce our operating cash flows in future periods through cash remittances of U.S. federal and state income tax.
Comparison of the Fiscal Years Ended January 31, 2021 and 2022
For a discussion of our results of operations for the fiscal year ended January 31, 2022 compared to the fiscal year ended January 31, 2021, please refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022, filed with the SEC on March 31, 2022.
Non-GAAP Financial Measure
In addition to providing financial measurements based on generally accepted accounting principles in the United States of America ("GAAP"), we provide an additional financial metric that is not prepared in accordance with GAAP ("non-GAAP"). Management uses this non-GAAP financial measure, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, and to evaluate our financial performance. We believe that this non-GAAP financial measure helps us to identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of the non-GAAP financial measure.
Accordingly, we believe that this financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business and provides useful information to investors and others in understanding and evaluating our operating results, and enhancing the overall understanding of our past performance and future prospects. Although the calculation of non-GAAP financial measures may vary from company to company, our detailed presentation may facilitate analysis and comparison of our operating results by management and investors with other peer companies, many of which use a similar non-GAAP financial measure to supplement their GAAP results in their public disclosures. This non-GAAP financial measure is non-GAAP operating loss, as discussed below.
Non-GAAP operating loss. Non-GAAP operating loss is defined as loss from operations as reported in our consolidated statements of operations excluding the impact of amortization of intangible assets, stock-based compensation expense, acquisition-related expenses, legal expenses related to certain litigation, and restructuring and related charges, resulting from the Restructuring Plan. See Note 19 "Restructuring" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information on the charges related to the Restructuring Plan. Non-GAAP operating loss is widely used by securities analysts, investors, and other interested parties to evaluate the profitability of companies. Non-GAAP operating loss eliminates potential differences in performance caused by these items that are not indicative of the Company's ongoing operating performance and hinders comparability with prior and future performance.
This non-GAAP financial measure does not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP. There are limitations in the use of non-GAAP measures because they do not include all of the expenses that must be included under GAAP and because they involve the exercise of judgment concerning exclusions of items from the comparable non-GAAP financial measure. In addition, other companies may use other measures to evaluate their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
45
The following table reconciles non-GAAP operating loss to loss from operations, the most directly comparable financial measure, calculated and presented in accordance with GAAP (in thousands):
Fiscal Year Ended January 31,
($ in thousands)202120222023
GAAP loss from operations$(42,608)$(71,357)$(94,013)
Adjustments
Amortization of intangible assets3,205 4,907 28,200 
Stock-based compensation expense25,208 28,477 50,232 
Acquisition-related expenses— 10,006 2,276 
Litigation expenses1
— 10,326 6,147 
Restructuring and related charges2
— — 5,017 
Total adjustments28,413 53,716 91,872 
Non-GAAP operating loss$(14,195)$(17,641)$(2,141)
1Represents legal expenses related to the Antitrust Matters and a shareholder derivative lawsuit.
2Stock-based compensation benefit of $0.2 million related to restructuring is included on the stock-based compensation expense line item.
Liquidity and Capital Resources
As of January 31, 2023, we had $82.0 million in cash and cash equivalents, and an accumulated deficit of $310.3 million. Our net losses have been driven by our investments in developing the nCino Bank Operating System, expanding our sales and marketing organization, and scaling our finance and administrative functions to support our rapid growth. We expect to continue to incur operating losses on a GAAP basis for the foreseeable future.
To date, we have funded our capital needs through issuances of common stock and operating cash flows. Beginning in the three months ended April 30, 2022 and again during the three months ended October 31, 2022, we supplemented our liquidity with our revolving line of credit. In July 2020, we closed our IPO of 9,269,000 shares of common stock (including shares issued pursuant to the exercise in full of the underwriters' options to purchase additional shares) at a public offering price of $31.00 per share, resulting in aggregate net proceeds to us of $268.4 million after deducting underwriting discounts and commissions. We used a majority of the proceeds from our initial public offering in July 2020, which were in our cash and cash equivalents on the balance sheet, to consummate the acquisition of SimpleNexus in January 2022. We generally bill and collect from our customers annually in advance. Our billings are subject to seasonality, with billings in the first and fourth quarters of our fiscal year substantially higher than in the second and third quarters. Because we recognize revenues ratably, our deferred revenue balance mirrors the seasonality of our billings. In addition, our advanced billing and collection coupled with our recent growth has resulted in our cash used in operating activities generally being less than our net operating losses in recent periods.
On February 11, 2022, we entered into the Credit Facility of up to $50.0 million. We borrowed and repaid $20.0 million under the Credit Facility during the three months ended April 30, 2022 and borrowed $30.0 million during the three months ended October 31, 2022. As of January 31, 2023, the Company had $30.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants. See Note 15 "Revolving Credit Facility" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.
We believe that current cash and cash equivalents as well as borrowings available under the Credit Facility will be sufficient to fund our operations and capital requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts to enhance the nCino Bank Operating System and introduce new applications, market acceptance of our solutions, the continued expansion of our sales and marketing activities, capital expenditure requirements, and any potential future acquisitions. We may from time-to-time seek to raise additional capital to support our growth. Any equity financing we may undertake could be dilutive to our existing stockholders, and any debt financing we may undertake could require debt service and financial and operational covenants that could adversely affect our business. There is no assurance we would be able to obtain future financing on acceptable terms or at all.
46
nCino K.K.
In fiscal 2020, we established nCino K.K., a Japanese company in which we own a controlling interest, for purposes of facilitating our entry into the Japanese market. We have consolidated the results of operations and financial condition of nCino K.K. since its inception. Pursuant to an agreement with the holders of the non-controlling interest in nCino K.K., beginning in 2027 we may redeem the non-controlling interest, or be required to redeem such interest by the holders thereof, 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 on our balance sheet below total liabilities but above stockholders’ equity 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. As of January 31, 2022 and January 31, 2023, the redeemable non-controlling interest was $2.9 million and $3.6 million, respectively.
As part of our joint venture obligations, we may be required to make an additional cash capital contribution of up to $5.0 million to nCino K.K. during fiscal 2024.
Cash Flows
Summary Cash Flow information for fiscal 2021, 2022, and 2023 are set forth below.
Fiscal Year Ended January 31,
($ in thousands)202120222023
Net cash provided by (used in) operating activities$9,222 $(19,229)$(15,381)
Net cash used in investing activities(4,338)(278,488)(20,725)
Net cash provided by financing activities274,121 15,922 36,712 
Net Cash Used in Operating Activities
The $15.4 million used in operating activities in fiscal 2023 reflects our net loss of $101.8 million and $14.9 million used in changes in working capital accounts, partially offset by $101.3 million in non-cash charges. Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, non-cash operating lease costs, foreign currency losses related to intercompany loans and transactions, deferred income taxes, and provision for bad debt. Cash used in working capital accounts was principally a function of a $26.8 million increase in accounts receivable due to the timing of billings and collections from customers, an increase of $12.2 million of capitalized costs to obtain revenue contracts, which primarily relates to payments for sales commissions as we expand our customer base, a decrease of $4.8 million in operating lease liabilities, a $3.4 million increase in prepaid expenses and other assets, and a $1.2 million decrease in accrued expenses and other current liabilities. The cash used in working capital accounts was partially offset by a $33.5 million increase in deferred revenue, as we expanded our customer base and renewed existing customers.
The $19.2 million used in operating activities in fiscal 2022 reflects our net loss of $50.1 million, partially offset by $24.5 million in non-cash charges and $6.4 million generated by changes in working capital accounts. Non-cash charges primarily consisted of stock-based compensation, deferred income taxes, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, non-cash operating lease costs, and foreign currency losses related to intercompany loans and transactions. Cash generated by working capital accounts was principally a function of a $24.3 million increase in deferred revenue, as we expanded our customer base and renewed existing customers, a $7.3 million increase in accrued expenses and other current liabilities, and a $4.4 million increase in accounts payable. The cash generated by working capital accounts was partially offset by an increase of $13.5 million in accounts receivable due to the timing of billings and collections from customers, an increase of $11.0 million of capitalized costs to obtain revenue contracts, which primarily relates to payments for sales commissions as we expand our customer base, a decrease of $2.6 million in operating lease liabilities, and a $2.5 million increase in prepaid expenses and other assets.
Net Cash Used in Investing Activities
The $20.7 million used in investing activities in fiscal 2023 was comprised of $18.3 million used for the purchase of property and equipment and the completion of leasehold improvements to our additional headquarter building to support the expansion of our business, $2.5 million for the purchase of preferred stock in Zest AI, and $0.6 million for an asset acquisition completed in August 2022. The cash used in investing activities was partially offset by $0.7 million received for a net working
47
capital adjustment from our SimpleNexus acquisition. The $278.5 million used in investing activities in fiscal 2022 comprised of $269.0 million used for the acquisition of SimpleNexus, $5.5 million used for the purchase of property and equipment and leasehold improvements to support the expansion of our business, and $4.0 million used for the purchase of an investment.
Net Cash Provided by Financing Activities
The $36.7 million provided by financing activities in fiscal 2023 was comprised principally of $50.0 million of proceeds from borrowings on the Credit Facility to expand our liquidity, $4.5 million in proceeds from stock issuances under the employee stock purchase plan, and $3.8 million of proceeds from the exercise of stock options. The cash provided by financing activities was partially reduced by payments of $20.0 million on the Credit Facility, principal payments of $1.1 million on financing obligations, and payments of debt issuance costs of $0.4 million. The $15.9 million provided by financing activities in fiscal 2022 comprised principally of $13.9 million of proceeds from the exercise of stock options and $2.5 million in proceeds from stock issuances under the employee stock purchase plan, partially reduced by stock issuance costs of $0.2 million for shares issued in consideration for the SimpleNexus acquisition, and principal payments of $0.3 million on the financing obligation.
Contractual Obligations and Commitments
Our estimated future obligations principally consist of leases related to our facilities, purchase obligations related primarily to licenses and hosting services, financing obligations for leases for which we are considered the owners for accounting purposes, and the Credit Facility. See Note 14 "Leases," Note 15 "Revolving Credit Facility," and Note 16 "Commitments and Contingencies" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be significant.
We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. See Note 2 "Summary of Significant Accounting Policies" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, for a description of our other significant accounting policies. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.
Revenue Recognition
We derive our revenues from subscriptions and professional services. We recognize revenues when a contract exists between the Company and a customer and upon transfer of control of promised products or services to such customer in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of subscriptions and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscriptions, services and support, accounted for as a single performance obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.
We determine revenue recognition through the following steps:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
48
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenues when, or as, the Company satisfies a performance obligation
Subscription Revenues
Subscription revenues primarily consist of fees for providing customers access to our solutions, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer, which we believe best reflects the manner in which our customers utilize our subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time and, as a result, are accounted for as a service contract. Generally, our subscription contracts for the nCino Bank Operating System are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. Subscription contracts for SimpleNexus typically range from one to three years and are generally billed monthly in advance. Subscription arrangements for the nCino Bank Operating System that are cancelable generally have penalty clauses.
Professional Services and Other Revenues
Professional services and other revenues primarily consist of fees for deployment, configuration, and optimization services, as well as training. The majority of our professional services contracts revenues are recognized over time based on a proportional performance methodology which utilizes input methods. Professional services contracts are billed on a time and materials or fixed fee basis.
Contracts with Multiple Performance Obligations
Most of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include our discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where services are sold, price lists, our go-to-market strategy, historical sales, and contract prices. As our go-to-market strategies evolve, we may modify its pricing practices in the future, which could result in changes to SSP.
Given the variability of pricing, we use a range of SSP. We determine the SSP range using information that may include market conditions or other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of products and services by customer size.
Remaining performance obligations ("RPOs") represent contracted revenues that have not yet been recognized, including deferred revenue and unbilled amounts that we expect will be recognized as revenues in future periods. Our reported RPO balance is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates. Because we often enter into large, multi-year contracts and the timing of renewal of these contracts varies by customer, our reported RPOs may fluctuate significantly from period to period, and we do not believe this measure is a useful gauge of our future performance. For these reasons, we do not use RPOs as a tool for managing our business.
Business Combinations
We use our best estimates and assumptions to assign fair value to tangible and intangible assets acquired and liabilities assumed at the acquisition date. The estimates of fair value require management to make estimates of, among other things, future expected cash flows, obsolescence life and factor, and discount rates. The excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. While we use our best estimates and assumptions, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are
49
recorded to the Company's consolidated statements of operations. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets have different lives.
Income Taxes
Accrued income taxes are reported as a component of either accounts receivable or other accrued liabilities, as appropriate, in our consolidated balance sheets and reflect our estimate of income taxes to be paid or received.
Deferred income taxes represent the amount of future income taxes to be paid or refunded and are accounted for using the asset and liability method. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. We recognize deferred tax assets for temporary deductible differences and deferred tax liabilities for temporary taxable differences. Deferred tax assets are also recorded for any tax attributes, such as net operating losses and tax credit carryforwards.
A valuation allowance is provided against a deferred tax asset when we determine that it is more likely than not that all, or a portion of, the balance will not be realized. This requires management to utilize significant judgement and the use of estimates. Any realization of the Company’s deferred tax assets is based upon the evaluation of four sources of taxable income, the future reversals of taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years, and tax-planning strategies. At January 31, 2023, we determined that it is more likely than not that the majority of our deferred tax assets will not be realized and as such, recorded a valuation allowance of $138.4 million against our deferred tax assets of $192.4 million as of that date.
The Company is subject to income tax in the U.S., multiple state and local jurisdictions and various foreign countries. The tax laws and regulations in each jurisdiction may be interpreted differently in certain situations, which could result in differing financial results. The Company is required to exercise judgement regarding the application of these tax laws and regulations. Through this judgement process, the Company will evaluate and recognize any tax liabilities related to any income tax uncertainties. Due to the complexity of any uncertainty, the ultimate resolution may result in a remittance that is different from the current estimate of any tax liabilities.
Recent Accounting Pronouncements
See Note 2 "Summary of Significant Accounting Policies" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted if applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.
Interest Rate Risk
At January 31, 2023, we had cash, cash equivalents and restricted cash of $87.4 million, which consisted primarily of bank deposits and money market funds. Interest-earning instruments carry a degree of interest rate risk. However, our historical interest income has not fluctuated significantly. A hypothetical 10% change in interest rates would not have had a material impact on our financial results included in this Annual Report on Form 10-K. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
On February 11, 2022, we entered into a senior secured revolving credit facility of up to $50.0 million. Borrowings bear interest, at the Company's option, at: (i) a base rate equal to the greater of (a) the lender’s “prime rate”, (b) the federal funds rate plus 0.50%, and (c) the Bloomberg Short Term Bank Yield Index ("BSBY") rate plus 1.00%, plus a margin of 0.00% (provided that the base rate shall not be less than 0.00%); or (ii) the BSBY rate (provided that the BSBY shall not be less than 0.00%), plus a margin of 1.00%. As a result, we are exposed to increased interest rate risk as we make draws. At January 31, 2023, we had $30.0 million outstanding under the Credit Facility. We are exposed to the risk of increasing interest rates as the Credit Facility is at a variable interest rate. As of January 31, 2023, the applicable interest rate was approximately 5.57%. A hypothetical 100 basis point change in interest rates would not have had a material impact on our financial results included in
50
this Annual Report on Form 10-K. See Note 15, "Revolving Credit Facility" of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Foreign Currency Exchange Risk
Our reporting currency is the U.S. dollar and the functional currency of each of our subsidiaries is its local currency. The assets and liabilities of each of our subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenues and expenses are translated using the average exchange rate for the relevant period. Equity transactions are translated using historical exchange rates. Decreases in the relative value of the U.S. dollar to other currencies may negatively affect revenues and other operating results as expressed in U.S. dollars. Foreign currency translation adjustments are accounted for as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Gains or losses due to transactions in foreign currencies are included in non-operating income (expense), other in our consolidated statements of operations. Furthermore, our customers outside of the U.S. typically pay us in local currency. We have not engaged in hedging of foreign currency transactions to date, although we may choose to do so in the future. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on operating results or financial condition.
51
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
52
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of nCino, Inc.
Opinion on the Financial Statements
We have audited the consolidated balance sheets of nCino, Inc. (the Company) as of January 31, 2022 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended January 31, 2023, and the related notes, as well as the financial statement schedule listed in the Index at Item 15.2. (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2022 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2023, in conformity with U.S. generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB), the Company’s internal control over financial reporting as of January 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 28, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition
Description of the
Matter
As discussed in Note 2, the Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance obligation. For contracts that contain multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis.

53
The audit effort in evaluating the Company’s accounting for revenue recognition was extensive and required auditor judgment for certain customer contracts to evaluate the terms and conditions, identify distinct performance obligations and support the estimation of the standalone selling price (SSP) of each performance obligation which is based in part on customer pricing, customer demographic and geographic area where services are sold.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s revenue recognition processes, including controls designed to mitigate the risk of override of controls. This included testing controls over management’s review of customer contracts and review of manual revenue journal entries.

To test the Company’s accounting for revenue recognition, we performed audit procedures that included, among others, data analytics to validate that the revenue recorded correlated to the deferred revenue and accounts receivable amounts and the accounts receivable amounts ultimately settled in cash. Our audit procedures also included testing a sample of revenue transactions for each of the significant service offerings. For the samples selected, we evaluated terms and conditions, reperformed management’s assessment of distinct performance obligations and allocation of consideration within the arrangement as well as tested the application of the revenue recognition accounting requirements, including reperforming calculations of revenue recognized and testing the underlying data used in the calculations. We also assessed the appropriateness of the related disclosures in the consolidated financial statements.

Business Combination
Description of the
Matter		As explained in Note 7 to the consolidated financial statements, on January 7, 2022 through a series of mergers, the Company completed the acquisition of SimpleNexus, LLC (“SimpleNexus”) for total purchase consideration of approximately $933.0 million. The acquisition was accounted for as a business combination. The Company recorded intangible assets from this acquisition, including customer relationships and developed technology of $70.0 million and $77.5 million respectively. The Company used the multi-period excess earning method to estimate the fair value of the customer relationships and the relief from royalty method to estimate the fair value of the developed technology, each of which are based on management’s estimates and assumptions.
Auditing the Company's accounting for its acquisition of SimpleNexus was complex and subjective due to the significant estimation uncertainty in determining the fair value of the above mentioned identified intangible assets, which was primarily due to the sensitivity of the respective fair values to the underlying assumptions. The significant assumptions used in the fair value estimate of the customer relationships intangible asset included the forecasted customer revenues, attrition rate, and discount rate. The significant assumptions used in the fair value estimate of the developed technology intangible asset included forecasted revenues, obsolescence life and factor, and the discount rate. Certain of these significant assumptions for each of the identified intangible assets are forward-looking and could be affected by future economic and market conditions.
54
How We Addressed
the Matter in Our
Audit		We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the estimation process supporting the recognition and measurement of customer relationships and developed technologies, including consideration of any measurement period adjustments. Our tests included controls over the estimation process and valuation models to estimate the fair values of the above identified intangible assets, as well as controls over management’s review of the valuation methodologies and significant assumptions discussed above.
To test the estimated fair values of the customer relationship and developed technology intangible assets, we performed, with the assistance of our valuation specialists, audit procedures that included evaluating the Company's selection of the valuation methodologies, testing the significant assumptions, and testing the completeness and accuracy of the underlying data. For example, we compared the significant assumptions in the prospective financial information, including the forecasted revenue growth rates, to current industry and market trends, as well as to the historical performance of the acquired business. We also tested the underlying source information used in the valuation model including the determination of the discount rates and the mathematical accuracy of the calculations as well as independently calculated the fair value estimates to compare to the Company's recorded amounts.
/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2016.
Raleigh, North Carolina
March 28, 2023
55
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of nCino, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited nCino, Inc.’s internal control over financial reporting as of January 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, nCino, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of January 31, 2022 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2023, and the related notes, as well as the financial statement schedule listed in the Index at Item 15.2., and our report dated March 28, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Raleigh, North Carolina
March 28, 2023
56
nCino, Inc.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
January 31, 2022January 31, 2023
Assets
Current assets
Cash and cash equivalents (VIE: $4,183 and $2,019 at January 31, 2022 and January 31, 2023, respectively)
$88,014 $82,036 
Accounts receivable, less allowances of $151 and $899 at January 31, 2022 and January 31, 2023, respectively
74,528 99,497 
Costs capitalized to obtain revenue contracts, current portion, net7,583 9,386 
Prepaid expenses and other current assets13,384 16,274 
Total current assets183,509 207,193 
Property and equipment, net60,677 84,442 
Operating lease right-of-use assets, net13,170 10,508 
Costs capitalized to obtain revenue contracts, noncurrent, net16,403 18,229 
Goodwill841,487 839,440 
Intangible assets, net180,122 152,825 
Investments (related party $0 and $2,500 at January 31, 2022 and January 31, 2023, respectively)
4,031 6,531 
Other long-term assets1,615 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 benefits21,454 22,623 
Accrued expenses and other current liabilities14,744 10,897 
Deferred revenue, current portion122,643 154,871 
Financing obligations, current portion621 1,015 
Operating lease liabilities, current portion3,548 3,874 
Total current liabilities174,376 205,158 
Operating lease liabilities, noncurrent11,198 7,282 
Deferred income taxes, noncurrent1,675 2,797 
Deferred revenue, noncurrent44 — 
Revolving credit facility, noncurrent— 30,000 
Financing obligations, noncurrent33,478 54,365 
Construction liability, noncurrent9,736 — 
Total liabilities230,507 299,602 
Commitments and contingencies (Note 16)
Redeemable non-controlling interest (Note 3)
2,882 3,589 
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2022 and January 31, 2023
— — 
Common stock, $0.0005 par value; 500,000,000 shares authorized as of January 31, 2022 and January 31, 2023; 109,778,542 and 111,424,132 shares issued and outstanding as of January 31, 2022 and January 31, 2023, respectively
55 56 
Additional paid-in capital1,277,258 1,333,669 
Accumulated other comprehensive income (loss)(72)694 
Accumulated deficit(209,616)(310,341)
Total stockholders’ equity1,067,625 1,024,078 
Total liabilities, redeemable non-controlling interest, and stockholders’ equity$1,301,014 $1,327,269 
The accompanying notes are an integral part of these consolidated financial statements.
57
nCino, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
Fiscal Year Ended January 31,
202120222023
Revenues
Subscription (related parties $2,439, $0, and $0, respectively)
$162,439 $224,854 $344,752 
Professional services and other41,854 49,011 63,563 
Total revenues204,293 273,865 408,315 
Cost of revenues
Subscription (related party $34,831, $41,404, and $0, respectively)1
47,969 64,508 106,265 
Professional services and other40,166 46,905 63,341 
Total cost of revenues88,135 111,413 169,606 
Gross profit116,158 162,452 238,709 
Operating expenses
Sales and marketing59,731 82,901 127,669 
Research and development58,263 79,363 121,576 
General and administrative40,772 71,545 83,477 
Total operating expenses158,766 233,809 332,722 
Loss from operations(42,608)(71,357)(94,013)
Non-operating income (expense)
Interest income361 194 403 
Interest expense(130)(1,514)(2,807)
Other income (expense), net1,693 (1,277)(1,356)
Loss before income taxes(40,684)(73,954)(97,773)
Income tax provision (benefit)586 (23,833)4,071 
Net loss(41,270)(50,121)(101,844)
Net loss attributable to redeemable non-controlling interest (Note 3)
(1,130)(1,569)(1,119)
Adjustment attributable to redeemable non-controlling interest (Note 3)
396 894 1,995 
Net loss attributable to nCino, Inc.$(40,536)$(49,446)$(102,720)
Net loss per share attributable to nCino, Inc.:
Basic and diluted$(0.46)$(0.51)$(0.93)
Weighted average number of common shares outstanding:
Basic and diluted87,678,323 96,722,464 110,615,734 
1See Note 9 "Reseller Agreement" and Note 17 "Related-Party Transactions."
The accompanying notes are an integral part of these consolidated financial statements.
58
nCino, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
Fiscal Year Ended January 31,
202120222023
Net loss$(41,270)$(50,121)$(101,844)
Other comprehensive income (loss):
Foreign currency translation817 (568)572 
Other comprehensive income (loss)817 (568)572 
Comprehensive loss(40,453)(50,689)(101,272)
Less comprehensive loss attributable to redeemable non-controlling interest:
Net loss attributable to redeemable non-controlling interest(1,130)(1,569)(1,119)
Foreign currency translation attributable to redeemable non-controlling interest169 (256)(194)
Comprehensive loss attributable to redeemable non-controlling interest(961)(1,825)(1,313)
Comprehensive loss attributable to nCino, Inc.$(39,492)$(48,864)$(99,959)
The accompanying notes are an integral part of these consolidated financial statements.
59
nCino, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
Common StockVoting
Common Stock		Non-voting
Common Stock		Additional
Paid-in
Capital		Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
SharesAmountSharesAmountSharesAmount
Balance, January 31, 2020— $— 75,596,007 $38 5,931,319 $3 $288,564 $(408)$(120,924)$167,273 
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions9,269,000 5 — — — — 268,370 — — 268,375 
Costs in connection with initial public offering— — — — — — (4,534)— — (4,534)
Exercise of stock options1,983,169 1 325,530 — — — 8,744 — — 8,745 
Reclassification of voting and non-voting common stock81,852,856 41 (75,921,537)(38)(5,931,319)(3)— — — — 
Stock issuance upon vesting of restricted stock units253,042 — — — — — — — — — 
Stock issuance of contingent consideration285,692 — — — — — — — — — 
Stock-based compensation— — — — — — 25,208 — — 25,208 
Other comprehensive income— — — — — — — 648 — 648 
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest— — — — — — (396)(40,140)(40,536)
Balance, January 31, 202193,643,759 47 — — — — 585,956 240 (161,064)425,179 
Stock issuance related to business combination, net of issuance costs of $210
12,762,146 7 — — — — 647,292 — — 647,299 
Exercise of stock options2,758,904 1 — — — — 13,906 — — 13,907 
Stock issuance upon vesting of restricted stock units559,191 — — — — — — — — — 
Stock issuance under the employee stock purchase plan54,542 — — — — — 2,543 — — 2,543 
Stock-based compensation— — — — — — 28,455 — — 28,455 
Other comprehensive loss— — — — — — — (312)— (312)
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest— — — — — — (894)— (48,552)(49,446)
Balance, January 31, 2022109,778,542 55 — — — — 1,277,258 (72)(209,616)1,067,625 
Exercise of stock options579,662 1 — — — — 3,749 — — 3,750 
Stock issuance upon vesting of restricted stock units883,561 — — — — — — — — — 
Stock issuance under the employee stock purchase plan182,367 — — — — — 4,450 — — 4,450 
Stock-based compensation— — — — — — 50,207 — — 50,207 
Other comprehensive income— — — — — — — 766 — 766 
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest— — — — — — (1,995)— (100,725)(102,720)
Balance, January 31, 2023111,424,132 $56 — $— — $— $1,333,669 $694 $(310,341)$1,024,078 
The accompanying notes are an integral part of these consolidated financial statements.
60
nCino, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Fiscal Year Ended January 31,
202120222023
Cash flows from operating activities
Net loss attributable to nCino, Inc.$(40,536)$(49,446)$(102,720)
Net loss and adjustment attributable to redeemable non-controlling interest(734)(675)876 
Net loss(41,270)(50,121)(101,844)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization7,431 10,006 34,652 
Non-cash operating lease costs— 2,534 3,840 
Amortization of costs capitalized to obtain revenue contracts4,682 5,779 8,459 
Amortization of debt issuance costs— — 177 
Stock-based compensation25,208 28,477 50,232 
Deferred income taxes168 (24,280)1,627 
Provision for bad debt100 90 806 
Net foreign currency (gains) losses(1,691)1,860 1,548 
Change in operating assets and liabilities:
Accounts receivable(20,614)(13,507)(26,795)
Accounts receivable, related parties9,201 — — 
Costs capitalized to obtain revenue contracts(8,967)(11,045)(12,235)
Prepaid expenses and other assets(3,342)(2,503)(3,433)
Accounts payable346 8,796 35 
Accounts payable, related parties956 (4,363)— 
Accrued expenses and other current liabilities6,740 7,311 (1,210)
Deferred rent(52)— — 
Deferred revenue38,339 24,317 33,527 
Deferred revenue, related parties(8,013)— — 
Operating lease liabilities— (2,580)(4,767)
Net cash provided by (used in) operating activities9,222 (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(4,338)(5,463)(18,338)
Purchase of investments (related party $0, $0, and $2,500, respectively)
— (4,031)(2,500)
Net cash used in investing activities(4,338)(278,488)(20,725)
Cash flows from financing activities
Proceeds from initial public offering, net of underwriting discounts and commissions268,375 — — 
Payments of costs related to initial public offering(2,765)— — 
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 options8,745 13,907 3,750 
Stock issuance under the employee stock purchase plan— 2,543 4,450 
Contingent consideration payments(197)— — 
Principal payments on financing obligations(37)(318)(1,121)
Net cash provided by financing activities274,121 15,922 36,712 
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash1,236 (1,231)(1,587)
Net increase (decrease) in cash, cash equivalents, and restricted cash280,241 (283,026)(981)
Cash, cash equivalents, and restricted cash, beginning of period91,184 371,425 88,399 
Cash, cash equivalents, and restricted cash, end of period$371,425 $88,399 $87,418 
61
nCino, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)
Fiscal Year Ended January 31,
202120222023
Reconciliation of cash, cash equivalents, and restricted cash, end of period:
Cash and cash equivalents$371,425 $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$371,425 $88,399 $87,418 
Supplemental disclosure of cash flow information
Cash paid for taxes, net of refunds$631 $1,003 $664 
Cash paid for interest$130 $1,514 $2,617 
Supplemental disclosure of noncash investing and financing activities
Purchase of property and equipment, accrued but not paid$14 $11,225 $720 
Building-leased facility acquired through financing obligation$16,300 $18,154 $22,402 
Fair value of common stock issued as consideration for business acquisition$— $647,509 $— 
Costs related to initial public offering, reclassified from other long term assets to equity$1,769 $— $— 
Accrued purchase price related to acquisitions$— $54 $356 
Measurement period adjustment relating to business acquisition$— $— $1,285 
The accompanying notes are an integral part of these consolidated financial statements.

62
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)

Note 1. Organization and Description of Business
Organization: On November 16, 2021, nCino, Inc. (now nCino OpCo, Inc., "nCino OpCo") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Penny HoldCo, Inc. (now nCino, Inc., "nCino, Inc."), a Delaware corporation incorporated on November 12, 2021 as a wholly-owned subsidiary of nCino OpCo, and certain other parties. On January 7, 2022, in connection with the closing of the transactions contemplated by the Merger Agreement, Penny HoldCo, Inc. changed its name to nCino, Inc. and nCino, Inc. changed its name to nCino OpCo, Inc. and became a wholly-owned subsidiary of nCino, Inc.
nCino OpCo was initially organized as a North Carolina limited liability company named BANKR, LLC on December 13, 2011. On April 3, 2012, BANKR, LLC was renamed nCino, LLC which was reincorporated as nCino, Inc. (now nCino OpCo) in the State of Delaware on December 18, 2013.
Merger: On January 7, 2022, pursuant to the Merger Agreement, nCino, Inc. and nCino OpCo completed a series of mergers in which nCino, Inc. became the parent of nCino OpCo and SimpleNexus, LLC ("SimpleNexus"). Each share of nCino OpCo common stock, par value $0.0005 per share issued and outstanding was converted into one fully paid and nonassessable share of nCino, Inc. common stock, par value $0.0005. nCino, Inc. became the successor issuer and reporting company to nCino OpCo pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended. On January 10, 2022, shares of nCino OpCo were suspended from trading on the Nasdaq Global Select Market, and shares of nCino, Inc. commenced using nCino OpCo's trading history under the ticker symbol "NCNO".
See Note 7 "Business Combinations" for additional information regarding the SimpleNexus acquisition.
Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “nCino,” and the “Company” refer to nCino, Inc. and its consolidated subsidiaries after the Merger Agreement and to nCino OpCo, Inc. (formerly known as nCino, Inc.) and its consolidated subsidiaries before the Merger Agreement.
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 US, North America, Europe and Asia Pacific.
Fiscal Year End: 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.
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.
Initial Public Offering: On July 13, 2020, the Company's Registration Statement on Form S-1 relating to the initial public offering ("IPO") of its common stock was declared effective by the Securities and Exchange Commission ("SEC"). Prior to the closing of the IPO, the Company's certificate of incorporation was amended such that all outstanding shares of voting common stock and non-voting common stock were reclassified into a single class of stock designated as common stock which has one vote per share. In addition, effective upon the closing of the IPO, the Company's certificate of incorporation was amended and restated such that the total number of shares of common stock authorized to issue, par value $0.0005, was increased to 500,000,000 shares and the total number of shares of preferred stock authorized to issue, par value
63
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
$0.001, was increased to 10,000,000 shares. In connection with the IPO, the Company issued and sold 9,269,000 shares of common stock (including shares issued pursuant to the exercise in full of the underwriters' option to purchase additional shares) at a public offering price of $31.00 per share for net proceeds of $268.4 million, after deducting underwriters' discounts and commissions.
Prior to the IPO, deferred offering costs, which consisted of legal, accounting, consulting and other direct fees, and costs relating to the IPO, were capitalized in other long-term assets. Upon consummation of the IPO, these costs were offset against the proceeds from the IPO and recorded in additional paid-in capital.
Secondary Public Offering: On October 13, 2020, the Company completed an underwritten secondary public offering of 7,712,985 shares of common stock (including shares issued pursuant to the exercise in full of the underwriters' option to purchase additional shares) (the "Secondary Offering") held by certain stockholders of the Company (the "Selling Stockholders"). The Company did not offer any shares of common stock in the Secondary Offering and did not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. The Company incurred costs of $1.0 million in relation to the Secondary Offering for the fiscal year ended January 31, 2021 and such costs are recorded as a component of general and administrative expenses on the consolidated statements of operations. The Company received $1.7 million in cash (excluding withholding taxes) in connection with the exercise of 554,112 options by certain stockholders participating in the Secondary Offering. In addition, concurrent with the pricing of the Secondary Offering, the underwriters in the Company's IPO released an additional 367,561 shares from lock-up agreements, signed in connection with the IPO, with stockholders who did not participate in the Secondary Offering. The release consisted of both outstanding shares and shares subject to options.
Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, 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.
Operating Segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources, and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level.
Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2022 and January 31, 2023. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.
As of January 31, 2022, one individual customer represented more than 12% of accounts receivable and, as of January 31, 2023, no individual customer represented over 10% of accounts receivable. For the fiscal years ended January 31, 2022 and 2023, no individual customer represented more than 10% of the Company’s total revenues.
Revenue Recognition: The Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance
64
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.
The Company determines revenue recognition through the following steps:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenues when, or as, the Company satisfies a performance obligation.
Subscription Revenues
Subscription revenues primarily consist of fees for providing customers access to the Company’s solutions, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates, and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer, which the Company believes best reflects the manner in which the Company’s customers utilize the Company’s subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the Company's solutions at any time and, as a result, are accounted for as a service contract. Generally, the Company’s subscription contracts are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. SimpleNexus contracts typically range from one to three years and are generally billed monthly in advance. Subscription arrangements that are cancelable generally have penalty clauses.
Professional Services and Other Revenues
Professional services revenues primarily consist of fees for deployment, configuration, and optimization services, training. The majority of the Company’s professional services contract revenues are recognized over time based on a proportional performance methodology which utilizes input methods. The Company’s professional services contracts are billed on a time and materials or fixed fee basis.
Contracts with Multiple Performance Obligations
Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company’s go-to-market strategy, historical sales, and contract prices. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP.
Given the variability of pricing, the Company uses a range of SSP. The Company determines the SSP range using information that may include market conditions or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of products and services by customer size.
Costs Capitalized to Obtain Revenue Contracts
The Company capitalizes incremental costs of obtaining a non-cancelable subscription and support revenue contract if the Company expects the benefit of those costs to be longer than one year. The capitalized amounts are subsequently
65
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
amortized over the estimated life of the contract. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees. Capitalized costs related to new revenue contracts are amortized on a straight-line basis over four to five years, which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations.
Judgments
Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations.
Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size. Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models.
Capitalized costs to obtain a contract are amortized over the expected period of benefit, which the Company has determined, based on analysis, to be approximately four to five years. The Company evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life, and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one year, the Company expenses the amount as incurred, utilizing the practical expedient. The Company regularly evaluates whether there have been changes in the underlying assumptions and data used to determine the amortization period.
At times, the Company provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are determined at contract inception and reduce the revenues recognized for a particular contract. At the end of each reporting period, the Company reviews and updates its estimates as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2023.
The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial to these consolidated financial statements.
Deferred Revenue: Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and deposits. Deferred revenue is recognized as revenue recognition criteria has been met. Customers are typically invoiced for these agreements in advance of regular annual installments and revenues are recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-
66
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
month period are recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets.
Payment terms vary by contract, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing services, such as invoicing at the beginning of a subscription term with revenues recognized ratably over the contract period, and not to provide financing to customers. Any implied financing costs are considered insignificant in the context of the Company’s contracts.
Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at fair value.
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 other long-term assets at January 31, 2022 and January 31, 2023 on the consolidated balance sheets.
Accounts Receivable and Allowances: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while SimpleNexus' standard billing terms are monthly in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.
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.
A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:
Fiscal Year Ended January 31,
202120222023
Balance, beginning of period$— $88 $151 
Charged to bad debt expense100 90 806 
Write-offs and other(17)(24)(55)
Translation adjustments5 (3)(3)
Balance, end of period$88 $151 $899 
Leases: The Company determines if an arrangement is or contains a lease at inception date based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. The Company accounts for lease and non-lease components as a single lease component for its facilities and equipment leases. The Company did not have any finance leases as of January 31, 2023.
67
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease term reflects the noncancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. The Company's leases do not generally provide an implicit rate; therefore, the Company uses its incremental borrowing rate in determining the present value of the lease payments. Lease expense is recognized on a straight-line basis over the lease term.
The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term.
Property and Equipment: Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets and commences once the asset is placed in service or is ready for its intended use. The estimated useful lives by asset classification are generally as follows:
Asset ClassificationEstimated Useful Life
Furniture and fixtures
3-7 years
Computers and equipment
3 years
Buildings
40 years
Leasehold improvementsShorter of remaining life of the lease term or estimated useful life
When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from their respective accounts, and any gain or loss on such retirement is reflected in operating expenses.
Financing Obligations: The Company records assets and liabilities for lease arrangements where the Company has continued involvement due to purchase options and is deemed to be the owner for accounting purposes.
Intangible Assets: Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.
Impairment Assessment: The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. There were no material impairments of intangible assets or long-lived assets during the fiscal years ended January 31, 2021, 2022, and 2023.
Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on November 1, the first day of the fourth quarter of the fiscal year, or more frequently if circumstances indicate an impairment may have occurred between annual impairment tests. The Company has one reporting unit, therefore the Company evaluates goodwill for impairment at the entity level. To perform its impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. The qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company-specific events, changes in circumstances and our share price. If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired. If it is determined that it is more likely than not that the fair value of the Company is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount. The Company may elect to bypass the qualitative
68
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
assessment and perform the quantitative assessment. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. There is no goodwill impairment for the fiscal years ended January 31, 2021, 2022, and 2023.
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 investment, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the consolidated balance sheets. 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 (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”
Business Combinations: Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and may be subject to refinement due to unanticipated events and circumstances. For intangible assets, the Company typically uses income-based methods of valuation (for example, the multi-period excess earnings method is used to estimate the fair value estimate of customer relationships and the relief from royalty method is used in the fair value estimate of developed technologies) . These methods typically start with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in these methods are forecasted revenues, obsolescence life and factor, customer attrition rate, and the discount rate among other assumptions.
Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.
For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. Contingent
69
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations.
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 observable price changes are recognized currently in the Company's consolidated statement 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.
Debt Issuance Costs: Debt issuance costs are initially deferred and amortized to interest expense on a straight-line basis over the expected term of the debt. The Company uses the straight-line basis as it approximates the amounts calculated under the effective-interest method. Unamortized debt issuance costs related to the secured revolving credit facility are considered long-term and are included in other long-term assets in the consolidated balance sheets.
Cost of Revenues: Cost of subscription and support revenues consists of costs related to hosting the Company’s software solutions and employee-related costs, including stock-based compensation expenses and allocated overhead associated with customer support. Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors. Allocated overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense. As such, general overhead expenses are reflected in each cost of revenues and operating expenses category.
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.
Advertising: Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses. Advertising expenses are recorded in sales and marketing expenses in the consolidated statements of operations and were $3.1 million, $5.8 million, and $8.7 million for the fiscal years ended January 31, 2021, 2022, and 2023, respectively.
Income Taxes: Deferred income taxes are determined using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are also recorded for any tax attributes, such as net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment within income tax expense. The Company reflects the expected amount of income taxes to be paid or refunded during the year as current income tax expense or benefit, as applicable.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.
The Company follows the accounting standards on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the tax position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the benefit having a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on
70
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
accounting for uncertainty in income taxes also addresses de-recognition, classification, interest, and penalties on income taxes, and accounting interim periods.
When and if applicable, potential interest and penalties are accrued as incurred, within income tax provision.
Other Comprehensive Income (Loss): Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and includes unrealized gains and losses on foreign currency translation adjustments.
Foreign Currency Exchange: The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss recorded in foreign currency translation line item. Foreign currency transaction gains and losses due to transactions from assets and liabilities denominated in a currency other than the functional currency are included in other expense in the consolidated statements of operations and were $1.5 million, $(2.0) million, and $(1.4) million for the fiscal years ended January 31, 2021, 2022, and 2023, respectively, primarily related to various intercompany loans. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates.
Stock-Based Compensation: As further described in Note 11 "Stock-Based Compensation," the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company establishes fair value as the measurement objective in accounting for share-based payment transactions with employees and recognizes expense on a straight-line basis over the applicable vesting period.
Basic and Diluted Loss per Common Share: Basic loss per share is calculated by dividing the net loss attributable to nCino, Inc. by the weighted-average number of shares of common stock outstanding for the period.
Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the Employee Stock Purchase Plan (the "ESPP") when determining the weighted-average number of common shares outstanding. For purposes of the diluted loss per share calculation, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.
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 January 31, 2023, the Company controls a majority of the outstanding common stock in nCino K.K.
All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s consolidated balance sheets. The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $3.3 million at January 31, 2023.
71
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:
Fiscal Year Ended January 31,
202120222023
Balance, beginning of period$4,356 $3,791 $2,882 
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)(1,130)(1,569)(1,119)
Foreign currency translation169 (256)(194)
Adjustment to redeemable non-controlling interest396 894 1,995 
Stock-based compensation expense1
— 22 25 
Balance, end of period$3,791 $2,882 $3,589 
1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.
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, 2022 and January 31, 2023 because of the relatively short duration of these instruments.
The carrying amount of any outstanding borrowings on the Company's revolving credit facility approximates fair value due to the variable interest rates of the borrowings.
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
72
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Company’s financial assets measured at fair value as of January 31, 2022 and January 31, 2023 and indicates the fair value hierarchy of the valuation:
Fair value measurements on a recurring basis as of January 31, 2022
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$11,129 $— $— 
Time deposits (included in other long-term assets)385 — — 
Total assets$11,514 $— $— 
Fair value measurements on a recurring basis as of January 31, 2023
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$17,149 $— $— 
Time deposits (included in other long-term assets)382 — — 
Total assets$17,531 $— $— 
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 nonrecurring basis include the investments accounted for under the measurement alternative. There was no adjustment or impairment recognized for the fiscal years ended January 31, 2021, 2022, and 2023, respectively.
Note 5. Revenues
Revenues by Geographic Area
Revenues by geographic region were as follows:
Fiscal Year Ended January 31,
202120222023
United States$180,923 $230,301 $346,494 
International23,370 43,564 61,821 
$204,293 $273,865 $408,315 
The Company disaggregates its revenues from contracts with customers by geographic location. Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. No country outside the United States represented 10% or more of total revenues.
73
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Contract Amounts
Accounts Receivable
Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2022 and January 31, 2023:
As of January 31,
20222023
Trade accounts receivable$71,417 $94,729 
Unbilled accounts receivable2,161 4,920 
Allowance for doubtful accounts(151)(899)
Other accounts receivable1
1,101 747 
Total accounts receivable, net$74,528 $99,497 
1Includes $0.5 million and $0.1 million income tax receivable of as of January 31, 2022 and January 31, 2023, respectively.
Deferred Revenue and Remaining Performance Obligations
Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenues recognized in the period. During the fiscal year ended January 31, 2023, $120.7 million of revenues were recognized out of the deferred revenue balance as of January 31, 2022.
Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates. The Company applies practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, and any estimated amounts of variable consideration that are subject to constraint.
Remaining performance obligations were $944.1 million as of January 31, 2023. The Company expects to recognize approximately 67% of its remaining performance obligation as revenues in the next 24 months, approximately 29% more in the following 25 to 48 months, and the remainder thereafter.
Costs Capitalized to Obtain Revenue Contracts
During the fiscal years ended January 31, 2021, 2022, and 2023, the Company amortized $4.7 million, $5.8 million, and $8.5 million of capitalized contract acquisition costs within sales and marketing expense, respectively. The Company did not incur any impairment losses.
Capitalized contract acquisition costs were $24.0 million and $27.6 million as of January 31, 2022 and January 31, 2023, of which $16.4 million and $18.2 million was long-term in the consolidated balance sheets, respectively. The remaining balance of the capitalized costs to obtain contracts was current.
74
nCino, Inc.
NOTES TO 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,
20222023
Furniture and fixtures$7,503 $10,730 
Computers and equipment7,496 8,361 
Buildings and land1
33,977 56,379 
Leasehold improvements14,111 28,702 
Construction in progress13,081 673 
76,168 104,845 
Less accumulated depreciation(15,491)(20,403)
$60,677 $84,442 
1See Note 16 "Commitments and Contingencies."
The Company recognized depreciation expense as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$268 $337 $399 
Cost of professional services and other revenues1,029 1,095 1,301 
Sales and marketing1,076 1,182 1,452 
Research and development1,347 1,842 2,435 
General and administrative506 643 865 
Total depreciation expense$4,226 $5,099 $6,452 
Property and equipment by geographic region were as follows:
As of January 31,
20222023
United States$60,034 $83,594 
International643 848 
$60,677 $84,442 
Note 7. Business Combinations
SimpleNexus
On January 7, 2022 (the "Acquisition Date") through a series of mergers, the Company acquired all outstanding membership interests of SimpleNexus which provides mobile-first homeownership software that spans engagement, origination, closing and business intelligence, headquartered in Lehi, Utah. The Company acquired SimpleNexus for its complementary products and mobile-first offerings and believes this will provide greater value for new and existing customers. The business combination is considered a related party transaction as entities affiliated with Insight Partners (“Insight Partners”) were equityholders of SimpleNexus and certain other parties in connection with the series of mergers, and other affiliates of Insight Partners are currently significant stockholders of the Company. The Company has included the financial results of SimpleNexus in the consolidated statements of operations from Acquisition date. The transaction costs associated with the acquisition were approximately $10.0 million and were recorded in general and administrative expenses for the fiscal year
75
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
ended January 31, 2022. The Company also recognized $0.2 million in stock issuance costs associated with the share consideration that were reported as a reduction of additional paid-in capital within stockholders' equity.
The fair value of the consideration transferred was $933.6 million on the Acquisition Date, subject to a net working capital adjustment. The net working capital adjustment was finalized in July 2022, resulting in a decrease to the purchase price of $0.7 million which was recorded to goodwill. The total consideration transferred is as follows:
Total Consideration
Cash consideration to members$286,086 
Voting common stock issued (12,762,146 shares)1
647,509 
Net working capital adjustment(676)
Total consideration$932,919 
1The Company assumed a restricted stock award with an estimated fair value of $1.4 million. $0.3 million was allocated to the purchase consideration and $1.1 million was allocated to future services and was expensed over the service period remaining in fiscal 2023 on a straight-line basis.
The number of shares for stock consideration was based on a 20-day volume weighted average price fair value of $72.53 established prior to and including November 12, 2021 to determine the number of shares to be issued on the Acquisition Date. On the Acquisition Date, the Company's closing stock price was $50.82 per share.
In addition, the Company issued 927,744 RSUs with an approximate fair value of $47.2 million to certain employees of SimpleNexus, 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.
The following table summarizes the final fair values of assets acquired and liabilities assumed in connection with the acquisition, including measurement period adjustments:
Fair Value
Cash and cash equivalents$17,038 
Accounts receivable6,100 
Property and equipment, net1,010 
Operating lease right-of-use assets3,549 
Other current and noncurrent assets4,641 
Intangible assets162,000 
Goodwill783,195 
Accounts payable, accrued expenses, and other liabilities, current and noncurrent(8,284)
Deferred revenue, current and noncurrent(8,643)
Operating lease liabilities, current and noncurrent(3,487)
Deferred income taxes(24,200)
Net assets acquired$932,919 
During the fiscal year ended January 31, 2023, within the one year measurement period, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are now final. The Company recorded measurement period adjustments that included a $2.0 million adjustment to decrease goodwill for a $1.3 million deferred income tax adjustment and a $0.7 million net working capital adjustment.
The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the Acquisition Date. Any excess consideration
76
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The Company determined the acquisition date deferred revenue balance in accordance with Topic 606.
The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Acquisition Date:
Fair ValueUseful Life
Developed technology$77,500 5 years
Customer relationships70,000 10 years
Trade name14,500 6 years
Total intangible assets subject to amortization$162,000 
Developed technology represents the fair value of SimpleNexus’ technology. Customer relationships represent the fair value of the underlying relationships with SimpleNexus' customers. Trade names represents the fair value of SimpleNexus’ company name.
Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce and approximately $189.2 million is deductible for tax purposes.
The Company's consolidated statements of operations include the revenues and net loss for SimpleNexus for the period from the Acquisition Date through January 31, 2022, of $3.9 million and $3.6 million, respectively.
The unaudited pro forma statements of operations for the years ended January 31, 2021 and January 31, 2022, shown in the table below, give effect to the SimpleNexus acquisition, described above, as if it had occurred on February 1, 2020. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of SimpleNexus to reflect amortization of intangible assets, transaction accounting adjustments for non-recurring items and acquisition related costs, interest expense related to debt paid off, Topic 842 lease payment adjustments, stock-based compensation, and related items since the beginning of the Company's fiscal year 2021. This unaudited pro forma data is presented for informational purposes only and is not indicative of future results of operations. The table below shows the unaudited pro forma statements of operations for the respective years ending January 31:
(Unaudited)
January 31,
20212022
Revenues$225,307 $311,796 
Net loss attributable to nCino, Inc.(166,032)(96,189)
Note 8. Goodwill and Intangible Assets
Goodwill
The change in the carrying amounts of goodwill was as follows:
Balance, as of January 31, 2021$57,149 
Acquisition of SimpleNexus785,156 
Translation adjustments(818)
Balance, as of January 31, 2022841,487 
Measurement period adjustments relating to the acquisition of SimpleNexus(1,961)
Translation adjustments(86)
Balance, as of January 31, 2023$839,440 
77
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Intangible assets
Intangible assets, net are as follows:
As of January 31, 2022As of January 31, 2023
Gross
Amount		Accumulated
Amortization		Net Carrying
Amount		Gross
Amount		Accumulated
Amortization		Net Carrying
Amount		Weighted Average Remaining Useful Life (Years)
Developed technology$83,625 $(4,804)$78,821 $83,605 $(21,818)$61,787 4.0
Customer relationships91,711 (4,748)86,963 91,710 (13,418)78,292 9.1
Trademarks and trade name14,626 (288)14,338 14,626 (2,705)11,921 5.0
Other— — — 919 (94)825 2.5
$189,962 $(9,840)$180,122 $190,860 $(38,035)$152,825 6.7
The Company recognized amortization expense for intangible assets as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$1,525 $2,604 $17,019 
Cost of professional services and other revenues— — 94 
Sales and marketing1,670 2,303 11,087 
General and administrative10 — — 
Total amortization expense$3,205 $4,907 $28,200 
The expected future amortization expense for intangible assets as of January 31, 2023 is as follows:
Fiscal Year Ending January 31,
2024$27,745 
202526,916 
202626,751 
202725,545 
202810,924 
Thereafter34,944 
$152,825 
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. Reseller Agreement
The Company has a reseller agreement in place with a former related party to utilize their platform and to develop the Company’s cloud-based banking software as an application within the related party’s hosted environment. This agreement was renegotiated and expires in June 2027 and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term. Cost of subscription revenues in each of the fiscal years ended January 31, 2021, 2022, and 2023 includes fees paid for access to the related party’s platform, including their hosting infrastructure and data center operations. Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022 the reseller is no longer considered a related party as of December 31, 2021 and the amounts disclosed related to them are accordingly presented while the reseller was considered a related party. The reseller was
78
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
considered a related party for the year ended January 31, 2022 and was no longer considered a related party for the year ended January 31, 2023. The Company has recorded expenses of $34.8 million and $41.4 million for the fiscal years ended January 31, 2021 and 2022, respectively. The Company continues to do business with the reseller. See also Note 17 "Related-Party Transactions."
Note 10. Stockholders’ Equity
A summary of the rights and key provisions affecting each class of the Company’s stock as of January 31, 2023, is as follows:
Preferred Stock: The Board of Directors is authorized to establish one or more series of preferred stock and to fix the number of shares constituting such series and the designation of such series, including the voting powers, preferences, limitations, restrictions, and other special rights thereof. The Company's preferred stock consists of 10,000,000 authorized shares, par value $0.001 per share.
Common stock: The Company's common stock consists of 500,000,000 authorized shares, par value $0.0005 per share.
At January 31, 2023, the Company committed a total of 29,754,426 shares of common stock for future issuance as follows:
Issued and outstanding stock options2,009,323 
Nonvested issued and outstanding restricted stock units ("RSUs")3,619,690 
Possible issuance under stock plans24,125,413 
29,754,426 
Note 11. Stock-Based Compensation
Equity Incentive Plans
The Company has two equity incentive plans: the nCino, Inc. 2014 Omnibus Stock Ownership and Long-Term Incentive Plan (the “2014 Plan”) and the 2019 Amended and Restated Equity Incentive Plan (the “2019 Plan” and together with the 2014 Plan, the “Incentive Plans”). Under the 2014 Plan, the Board of Directors had allotted 15,025,666 shares of common stock for incentive options or non-qualified options as of January 31, 2023. Non-qualified options may be granted to Company employees, non-employee directors, and consultants. The exercise price of options is determined by the Board of Directors, but cannot be less than 100% of the fair market value of the Company’s common stock on the date of the grant. The options generally vest in one of two ways:
•In equal annual installments over four years from the grant date.
•Upon a change in control transaction (with respect to certain Incentive Plan participants).
All options expire ten years from the grant date and, with respect to certain Incentive Plan participants, provide for accelerated vesting if there is a change in control of the Company.
In July 2019, the Company established the 2019 Equity Incentive Plan for the issuance of awards in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards.
In connection with the IPO, the Company's Board of Directors adopted and the Company's stockholders approved the 2019 Plan which amended and restated the 2019 Equity Incentive Plan. All awards shall be granted within ten years from the effective date of the 2019 Plan and can only be granted to employees, officers, directors, and consultants and generally vest over four years.
79
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Under the 2019 Plan, the number of available shares was increased to 15,250,000, plus an annual increase added on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022, and continuing until, and including, the fiscal year ending January 31, 2031. The annual increase will be equal to the lesser of (i) 5% of the number of shares issued and outstanding as of January 31 of the immediately preceding fiscal year and (ii) an amount determined by the Company's Board of Directors. The Company ceased granting awards under the 2014 Plan during the fiscal year ended January 31, 2020, and all shares that remained available for issuance under the 2014 Plan were transferred to the 2019 Plan prior to the closing of the IPO. Additionally, the number of shares available under the 2019 Plan shall be increased by the number of shares outstanding under the 2014 Plan that expire, terminate or are canceled without having been exercised or settled in full. The 2014 Plan governs outstanding awards granted prior to the adoption of the 2019 Plan.
RSUs issued prior to the Company's IPO were subject to time-based and performance-based vesting conditions. RSUs issued subsequent to the Company's IPO vest upon the satisfaction of a time-based condition only. RSUs are generally earned over a service period of four years. The compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period.
As of January 31, 2023, the Company had stock options outstanding under the 2014 Plan and the 2019 Plan had stock options and RSUs outstanding.
Stock Options
Stock option activity for the fiscal year ended January 31, 2023 was as follows:
Number of
Shares		Weighted
Average
Exercise Price		Weighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (In thousands)
Outstanding, January 31, 20222,629,109 $6.72 4.92$102,836 
Granted— — 
Expired or forfeited(40,124)15.20 
Exercised(579,662)6.47 16,218 
Outstanding, January 31, 20232,009,323 $6.62 3.84$44,170 
Exercisable, January 31, 20231,981,573 $6.46 3.80$43,868 
Fully vested or expected to vest, January 31, 20232,006,548 $6.60 3.95$44,140 
The total intrinsic value of options exercised during the fiscal years ended January 31, 2021, 2022, and 2023 was $142.9 million, $176.8 million, and $16.2 million, respectively. Aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the option exercise price and the estimated fair value of the Company’s common stock at the time such option exercises. This intrinsic value changes based on changes in the fair value of the Company’s underlying stock.
As of January 31, 2023, there was $0.1 million of total unrecognized compensation expense related to unvested stock-based compensation arrangements under the 2014 and 2019 Plans. That cost is expected to be recognized over a weighted average period of 0.59 years.
80
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Restricted Stock Units
RSU activity during the fiscal year ended January 31, 2023 was as follows:
Number of
Shares		Weighted Average
Grant Date Fair
Value
Nonvested, January 31, 20223,012,440 $45.62 
Granted2,224,268 41.54 
Vested1
(971,864)40.80 
Forfeited(733,457)47.74 
Nonvested, January 31, 20233,531,387 $44.00 
1Includes 88,303 RSUs that were not issued and outstanding as of January 31, 2023.
The weighted average grant date fair value for RSUs granted during the fiscal years ended January 31, 2021, 2022, and 2023 was $22.30, $60.99, and $41.54.
The total fair value of RSUs vested for the fiscal years ended January 31, 2021, 2022, and 2023 was $5.5 million, $12.2 million, and $39.7 million.
The RSUs granted prior to the IPO vest upon the satisfaction of both a time-based, generally over 4 years, vesting 25% annually, and liquidity event-based vesting condition. For RSUs granted to the non-employee members of the Board of Directors, some vest in less than a year, some annually and some over three years. The liquidity event-based condition was satisfied upon the IPO and the Company recognized an expense of $12.2 million in cost of revenues and operating expenses for RSUs as of that date, using the accelerated attribution recognition method for the fiscal year ended January 31, 2021.
As of January 31, 2023, total unrecognized compensation expense related to non-vested RSUs was $117.4 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 2.91 years.
Employee Stock Purchase Plan
In July 2020, the Board of Directors adopted and stockholders approved the ESPP, which became effective immediately prior to the closing of the IPO. The ESPP includes two components, one component is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code (the "Code") and a component that does not qualify as an "employee stock purchase plan" under Section 423 of the Code. The ESPP initially reserved and authorized the issuance of up to a total of 1,800,000 shares of common stock to participating employees. The aggregate number of shares of the Company's common stock under the ESPP will automatically increase on the first day of each fiscal year, beginning with the first fiscal year ending January 31, 2022 and continuing until the fiscal year ended January 31, 2031, by an amount equal to the lesser of (i) 1% of the shares of the Company's common stock issued and outstanding on January 31 of the immediately preceding fiscal year, (ii) 1,800,000 shares of the Company's common stock or (iii) an amount determined by the Board of Directors. As of January 31, 2023, 3,597,313 shares of common stock remain available for grant under the ESPP.
The ESPP permits employees to purchase the Company's common stock through payroll deductions during six month offerings. The offering periods begin each January 1 and July 1, or such other period determined by the compensation committee. Eligible employees will purchase the shares at a price per share equal to the lesser of (i) 85% of the fair market value of a share of the Company's common stock on the first business day of such offering period and (ii) 85% of the fair market value of share of the Company's common stock on the last business day of such offering period, although the compensation committee has discretion to change the purchase price with respect to future offering periods, subject to terms of the ESPP.
The first offering period for the ESPP began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods will begin on January 1 and July 1.
81
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
The fair value of ESPP shares is estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:
Expected life. The expected life reflects the period for which the Company believes the ESPP will remain outstanding. The expected term for the ESPP award approximates the offering period of six months.
Expected volatility. The expected volatility is based on the historical volatility of the Company's common stock.
Expected dividends. The expected dividend yield is zero as the Company has not and does not expect to pay dividends.
Risk-free interest rate. The risk-free interest rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant of the ESPP share.
The assumptions utilized for the ESPP shares for the fiscal year ended January 31, 2023 were as follows:
Fiscal Year Ended January 31,
20222023
Expected life (in years)0.500.50
Expected volatility
48.70% - 49.65%
49.65% - 84.59%
Expected dividends0.00%0.00%
Risk-free interest rate
0.05% - 0.22%
0.22% - 4.77%
As of January 31, 2023, total unrecognized compensation expense related to the ESPP was $0.9 million. That cost is expected to be recognized over the remaining term of the offering period that began on January 1, 2023 and will end on June 30, 2023.
Stock-Based Compensation Expense
Total stock-based compensation expense included in our consolidated statements of operations were as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$576 $960 $1,430 
Cost of professional services and other revenues4,232 5,195 7,263 
Sales and marketing6,190 7,520 13,283 
Research and development5,463 6,186 11,602 
General and administrative8,747 8,616 16,654 
Total stock-based compensation expense1
$25,208 $28,477 $50,232 
1Includes $0.2 million benefit incurred for the fiscal year ended January 31, 2023 in connection with the restructuring plan commenced in January 2023. See Note 19 "Restructuring" for more information.
82
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Note 12. Income Taxes
The components of loss before income taxes by domestic and foreign jurisdictions were as follows:
Fiscal Year Ended January 31,
202120222023
United States$(33,478)$(61,587)$(100,223)
Foreign(7,206)(12,367)2,450 
Loss before income taxes$(40,684)$(73,954)$(97,773)
The components of the income tax provision (benefit) consisted of the following:
Fiscal Year Ended January 31,
202120222023
Current:
Federal$— $— $— 
State14 73 81 
Foreign402 374 2,363 
Total416 447 2,444 
Deferred:
Federal132 (21,280)1,339 
State101 (3,086)438 
Foreign(63)86 (150)
Total170 (24,280)1,627 
Total income tax provision (benefit)$586 $(23,833)$4,071 
The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax (provision) benefit are summarized as follows:
Fiscal Year Ended January 31,
202120222023
Income taxes at statutory rate of 21% for 2021, 2022, and 2023
21.0 %21.0 %21.0 %
State income tax (provision) benefit, net of federal impact(0.3)4.1 (0.4)
Foreign rate differential0.9 0.7 0.5 
Stock-based compensation59.9 48.8 0.1 
Tax credits0.0 4.1 0.0 
Statutory tax rate law changes0.0 2.7 0.0 
Transaction costs(1.0)(1.3)(0.1)
Nondeductible expenses(0.2)(0.1)(0.2)
Other0.2 0.0 (1.1)
Executive compensation(12.6)(3.7)(2.4)
Changes in valuation allowance(69.3)(44.1)(21.6)
(1.4)%32.2 %(4.2)%
83
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Significant components of the Company’s net deferred tax assets and liabilities were as follows:
As of January 31,
20222023
Deferred tax assets:
Net operating losses$129,155 $134,413 
Research and development— 22,658 
Financing obligations and lease liabilities11,178 15,960 
Equity compensation6,972 8,400 
Tax credits3,527 3,527 
Reserves and accruals3,404 4,008 
Deferred revenue1,776 550 
Other1,317 2,890 
Total deferred tax assets157,329 192,406 
Less valuation allowance(109,021)(138,359)
Total deferred tax assets, net of valuation allowances48,308 54,047 
Deferred tax liabilities:
Intangible assets(31,230)(29,903)
Depreciation(9,298)(16,213)
Contract acquisition costs(6,015)(7,141)
Lease asset(3,168)(2,678)
Other(166)— 
Total deferred tax liabilities(49,877)(55,935)
Net deferred tax liabilities$(1,569)$(1,888)
The Company's net deferred tax liabilities were adjusted during 2022 to include $25.5 million of net deferred tax liabilities related to business combinations.
Net deferred tax liabilities were included in the consolidated balance sheets as follows:
As of January 31,
20222023
Other long-term assets$106 $909 
Deferred income taxes, noncurrent(1,675)(2,797)
Net deferred tax liabilities$(1,569)$(1,888)
Income taxes payable, which is included in accrued expenses and other current liabilities on the consolidated balance sheets as of January 31, 2022 and 2023 were $0.0 million and $1.3 million, respectively.
The Company continually assesses the realizability of its deferred tax assets based on an evaluative process that considers all available positive and negative evidence. The Company has established a valuation allowance in the amount of $109.0 million and $138.4 million as of January 31, 2022 and 2023, respectively, because the Company believes it is not more likely than not the deferred tax asset in jurisdictions excluding several foreign jurisdictions will be realized.
Prior to the SimpleNexus acquisition, the Company recorded a net U.S. deferred tax asset which is offset with a valuation allowance. On the Acquisition Date, the Company recorded net U.S. deferred tax liabilities, most of which relate to
84
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
identifiable finite-life intangible assets. The Company evaluated this positive evidence and determined a portion of these deferred tax liabilities allow the Company to recognize $24.6 million of the Company’s U.S. deferred tax assets, which results in a reduction of the valuation allowance. In accordance with ASC 805-740-30-3, the Company reflected the reduction of the valuation allowance as a component of income tax provision (benefit) at the Acquisition Date, and during the fiscal year ended January 31, 2022.
The Company maintains its assertion of the Company’s intent for certain foreign earnings to be indefinitely reinvested. As of January 31, 2023, the Company has not recorded taxes on approximately $8.1 million of cumulative undistributed earnings of the Company’s non-U.S. subsidiaries. The Company generally does not provide for taxes related to the Company’s undistributed earnings because such earnings either would not be taxable when remitted or they are indefinitely reinvested. If in the foreseeable future, the Company can no longer demonstrate that these earnings are indefinitely reinvested, a tax liability will be recognized, which could include other taxes such as withholding tax. The determination of the amount of the unrecognized tax liability is directly influenced by the Company’s net operating loss and valuation allowance position in the U.S. If the Company were to repatriate the undistributed earnings, the tax liability is $0.4 million.
The net operating loss and tax credit carryforwards as of January 31, 2023 were as follows:
As of January 31, 2023 First Fiscal Year Expiring
Federal net operating loss carryforwards$79,398 2034
Federal net operating loss carryforwards1
415,532 Non-expiring
State net operating loss carryforwards1
271,361 2024
State net operating loss carryforwards1
96,693 Non-expiring
Foreign net operating loss carryforwards6,749 2031
Foreign net operating loss carryforwards40,126 Non-expiring
Federal tax credit carryforwards1
3,047 2037
State tax credit carryforwards608 2032
1The Company acquired a portion of these carryforwards in the SimpleNexus acquisition during the fiscal year ended January 31, 2022. These acquired carryforwards will be subject to limitations which could limit the Company's utilization in future periods.
The Company is subject to taxation in the U.S. federal and various state and foreign jurisdictions. As of January 31, 2023, the Company is no longer subject to U.S. federal and state examinations by tax authorities for tax years prior to 2019. However, amounts reported as net operating losses and tax credit carryforwards from these tax periods remain subject to review by most tax authorities.
The United States Tax Cuts and Job Act of 2017 (the “U.S. Tax Legislation”) was enacted on December 22, 2017. The U.S. Tax Legislation significantly revised the United States tax code by, among other things, introducing a tax on foreign earnings in excess of a deemed return on tangible assets of foreign corporations (known as “GILTI”) for tax years beginning after December 31, 2017. The guidance indicated that companies must make a policy election to either record deferred taxes for basis differences expected to reverse as a result of the GILTI provisions in future years or treat any taxes on GILTI inclusions as period costs when incurred. The Company completed its analysis of the tax effects of the GILTI provisions as of January 31, 2023 and elected to account for these tax effects as period costs when incurred.
The Company recognizes the income tax benefits of any uncertain tax positions only when, based upon the technical merits of the position, it is more likely than not that the position is sustainable upon examination. With the information available, the Company has performed an analysis and as of January 31, 2022 and 2023, the Company has not recognized any unrecognized tax benefits, interest or penalties for any income tax positions.
85
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Note 13. Defined Contribution Plan
The Company has a 401(k) plan for its employees in the United States who meet the plan requirements. The Company, at its discretion, may make matching contributions. Employees are immediately vested in their contributions. The Company also has a Registered Retirement Savings Plan covering all eligible employees in Canada. Employer contributions for the fiscal years ended January 31, 2021, 2022, and 2023 were $2.1 million, $3.2 million, and $7.0 million, respectively.
Note 14. 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 July 2028, some of which include options to extend the leases for up to five years.
The components of lease expense were as follows:
Fiscal Year Ended January 31,
20222023
Operating lease expense$2,945 $4,066 
Short-term lease expense885 1,276 
Variable lease expense281 508 
Total$4,111 $5,850 
Supplemental cash flow information for the fiscal year ended January 31, 2023 related to operating leases was as follows:
Cash paid for amounts included in the measurement of operating lease liabilities
$4,993 
Operating right-of-use assets obtained in exchange for operating lease liabilities
2,050 
Modification to reduce operating right-of-use assets and operating lease liabilities842 
The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of January 31, 2023 were 3.58 years and 4.5%, respectively.
Future minimum lease payments as of January 31, 2023 were as follows:
Fiscal Year Ending January 31,Operating Leases
2024$4,278 
20253,122 
20262,137 
20271,085 
2028975 
Thereafter494 
Total lease liabilities12,091 
Less: imputed interest(935)
Total lease obligations11,156 
Less: current obligations(3,874)
Long-term lease obligations$7,282 
86
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Note 15. 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 is providing 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.
Borrowings under the Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greater of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50%, and (c) the Bloomberg Short Term Bank Yield Index ("BSBY") rate plus 1.00%, plus a margin of 0.00% (provided that the base rate shall not be less than 0.00%); or (ii) the BSBY rate (provided that the BSBY shall not be less than 0.00%), plus a margin of 1.00%. The Company is also required to pay an unused commitment fee to the Lender of 0.25% of the average daily unutilized commitments. The Company must also pay customary letter of credit fees.
Borrowings under the Credit Facility are scheduled to mature on February 11, 2024, and 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 covenant requires the Company and its subsidiaries on a consolidated basis to maintain Consolidated Liquidity of not less than $50.0 million. Consolidated Liquidity is measured as the sum of 100% of unrestricted and unencumbered cash of the Company and its domestic subsidiaries, 75% of unrestricted and unencumbered cash of the Company’s foreign subsidiaries and the lesser of Credit Facility availability and $25.0 million. The Company is also required to maintain at least $5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in other long-term assets at January 31, 2023 on the Company's 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.
As of January 31, 2023, unamortized debt issuance costs were $0.2 million and are included in other long-term assets.
As of January 31, 2023, the Company had $30.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants. As of January 31, 2023, the applicable interest rate was approximately 5.57%. The available borrowing capacity under the Credit Facility was $20.0 million as of January 31, 2023.
Note 16. Commitments and Contingencies
In addition to the operating lease commitments described in Note 14 "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.
Financing Obligations
The Company entered into a lease agreement for the Company's headquarters in November 2020 in connection with the new lessor acquiring the property. Due to a purchase option contained in that lease, the Company is deemed to have continuing involvement and is considered to be the owner of the Company's headquarters for accounting purposes. As a result,
87
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
the Company did not meet the criteria to apply sale-leaseback accounting and therefore, recorded an asset and corresponding financing obligation for $16.3 million at inception of that lease. The fair value of the leased property and corresponding financing obligation are included in property and equipment, net and financing obligations on the consolidated balance sheets, respectively.
In January 2021, the Company entered into an amendment to its November 2020 headquarters lease to provide for construction of a parking deck, which upon completion was subject to exclusive use by the Company. Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the parking deck in September 2021, for approximately $17.7 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively.
In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the same parcel of land as the Company's existing headquarters. Due to a purchase option contained in that April 2021 lease, the Company is also deemed to be the owner of the additional building for accounting purposes, the costs associated with the construction of the additional building were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the additional building in November 2022, for approximately $22.4 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively, and the term of the Company's November 2020 lease for its headquarters and the related parking deck became coterminous with the April 2021 lease. The term of the April 2021 lease expires in October 2037 with options to extend. The purchase option expires if not exercised on or before November 30, 2026.
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 January 31, 2023 is as follows:
Fiscal Year Ending January 31,Purchase commitmentsFinancing obligations - leased facility
2024$4,403 $4,443 
20253,630 4,543 
20261,720 4,644 
20271,102 3,950 
2028— — 
Thereafter— — 
Total$10,855 $17,580 
Residual financing obligations and assets49,476 
Less: amount representing interest(11,676)
Financing obligations$55,380 
A portion of the 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 January 31, 2023 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
88
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
indemnification claims and the unique facts and circumstances involved in each particular provision. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements.
Legal Proceedings
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 February 23, 2021, the Company and certain of its officers and other employees were served with grand jury subpoenas wherein the Antitrust Division of the Department of Justice (the “DOJ”) was seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under US federal antitrust laws. On February 8, 2023, the DOJ informed the Company that the investigation is closed. No fines, sanctions, actions, or penalties were imposed or taken against the Company or its officers or other employees in connection with this matter, and the costs the Company was incurring cooperating with the investigation have now ceased.
On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina (the "District Court"). The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among the Company, Live Oak Bancshares, Inc. ("Live Oak") and Apiture, Inc. ("Apiture") not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act and N.C. Gen Stat. §§ 75-1 and 75-2. The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable attorneys’ fees, the costs of the suit, and pre-judgment and post judgment interest. The complaint does not allege any specific damages. On April 28, 2022, the District Court approved settlements between the plaintiff and defendant Live Oak in the amount of approximately $3.9 million and unnamed party Apiture in the amount of approximately $0.8 million. Although there can be no assurance with respect to the outcome of this matter, the Company believes the alleged claims are not meritorious and intends to defend itself vigorously.
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.
The Company does not presently believe the above matters will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. However, regardless of the outcome, legal proceedings can have an adverse impact on the Company because of the related expenses, diversion of management resources, and other factors.
Given the uncertainty and preliminary stages of these matters, the Company is unable to reasonably estimate any possible loss or range of loss that may result. Therefore, the Company has not made an accrual for the above matters in the consolidated financial statements.
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.
89
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
Note 17. Related-Party Transactions
The Company’s largest vendor is also an equityholder in the Company. Total payments related to the reseller agreement with this party are disclosed in Note 9 "Reseller Agreement." The Company also purchases services from this party to assist in managing its own sales cycle, customer relationship management, and other business functions. The Company has a non-cancellable agreement for the purchase of services. In December 2022, this agreement was renewed for one year and expires in December 2023. Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022, this vendor is no longer considered a related party as of December 31, 2021, and the amounts disclosed related to them are accordingly presented while the vendor was considered a related party. The vendor was considered a related party for a portion of the year ended January 31, 2022 and was no longer considered a related party as of January 31, 2022. The Company continues to do business with the vendor and balances at January 31, 2022 are no longer presented as related party. Total payments for these services recorded to expenses were $1.2 million and $1.5 million for the fiscal years ended January 31, 2021 and 2022, respectively.
In the quarter ended July 31, 2020, certain equityholders ceased to qualify as related parties of the Company and the amounts disclosed related to them are accordingly presented only while they were considered a related party. Included in revenues from three equityholders, who are also customers of the Company, was $2.8 million for the fiscal year ended January 31, 2021.
The Company has a banking relationship with one of its former equityholders who was considered a related party. In the quarter ended July 31, 2020, the equityholder ceased to qualify as a related party of the Company and the amounts disclosed related to such former equityholder are accordingly presented only while they were considered a related party. Included in interest income is $0.1 million for the fiscal year ended January 31, 2021.
The Company entered into the Merger Agreement on January 7, 2022, as disclosed in Note 1 "Organization and Description of Business" and Note 7 "Business Combinations." Affiliates of Insight Partners were equityholders of SimpleNexus and certain other parties in connection with the Merger Agreement transaction, and other affiliates of Insight Partners are currently significant stockholders of the Company.
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 $2.5 million. The investment is considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, own greater than ten percent of Zest AI.
Note 18. Basic and Diluted Loss per Share
Basic loss per share is computed by dividing net loss attributable to nCino, Inc. by the weighted-average number of common shares outstanding for the fiscal period. Diluted loss per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the ESPP. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. Diluted loss per share for the fiscal years ended January 31, 2021, 2022, and 2023 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.
90
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):
Fiscal Year Ended January 31,
202120222023
Basic and diluted loss per share:
Numerator
Net loss attributable to nCino, Inc.$(40,536)$(49,446)$(102,720)
Denominator
Weighted-average common shares outstanding87,678,323 96,722,464 110,615,734 
Basic and diluted loss per share attributable to nCino, Inc.$(0.46)$(0.51)$(0.93)
The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:
Fiscal Year Ended January 31,
202120222023
Stock options issued and outstanding5,467,012 2,629,109 2,009,323 
Nonvested RSUs issued and outstanding1,848,296 3,012,440 3,531,387 
Shares issuable pursuant to the ESPP— 12,471 21,079 
Note 19. Restructuring
On January 18, 2023, the Company announced a workforce reduction of approximately seven percent 7% and office space reductions in certain markets (collectively, the “restructuring plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth.
Lease termination costs are accounted for in accordance with ASC 842, Leases. The Company paid $0.8 million in the fourth quarter of fiscal 2023 to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification.
The Company incurred charges in the fourth quarter of the Company’s fiscal 2023 of $4.8 million in connection with the restructuring plan. As of January 31, 2023, the accrual for severance and related benefit costs of $5.0 million for terminated employees was included in accrued compensation and benefits on the consolidated balance sheets and is expected to be paid in the first quarter of the Company’s fiscal 2024. The Company had no restructuring charges for the fiscal years ended January 31, 2021 and 2022.
91
nCino, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts and unless otherwise indicated)
The Company’s restructuring charges for the fiscal year ended January 31, 2023 were as follows:
Fiscal Year Ended January 31, 2023
Severance and other employee costsStock-based compensation (benefit)
Lease exit fees1
Total
Cost of subscription revenues$— $— $4 $4 
Cost of professional services and other revenues324 (9)9 324 
Sales and marketing1,324 (31)9 1,302 
Research and development2,105 (141)30 1,994 
General and administrative1,210 (29)2 1,183 
Total$4,963 $(210)$54 $4,807 
1These expenses reduced operating lease right-of-use assets on the consolidated balance sheets.

92
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures at January 31, 2023, the last day of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, at January 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2023 based on the guidelines established in the Internal Control-Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2023.
The effectiveness of our internal control over financial reporting as of January 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
93
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 is incorporated by reference from the sections entitled “Proposal One: Election of the Three Class III Directors Named in this Proxy Statement,” “Corporate Governance,” and “Executive Officers” from our Proxy Statement relating to our 2023 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2023.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated by reference from the sections entitled “Compensation Discussion and Analysis,” “Compensation Committee Report,” "Executive Compensation," and “Director Compensation” from our Proxy Statement relating to our 2023 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2023.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 is incorporated by reference from the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” from our Proxy Statement relating to our 2023 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2023.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference from the sections entitled “Certain Relationships and Related Party Transactions” and “Director Independence” from our Proxy Statement relating to our 2023 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2023.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 is incorporated by reference from the sections entitled “Principal Accountant Fees and Services” and “Pre-Approval Policy” from our Proxy Statement relating to our 2023 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2023.
94
PART IV
Item 15. Exhibits and Financial Statement Schedules
1.Financial Statements. See Index to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
2.Financial Statement Schedules
Schedule II Valuation and Qualifying Accounts
Deferred Tax Assets Valuation Allowance
Fiscal Year Ended January 31,
($ in thousands)202120222023
Balance, beginning of period$36,425 $70,056 $109,021 
Net increase during the year33,631 38,965 29,338 
Balance, end of period$70,056 $109,021 $138,359 
Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.
3.Exhibits
95
EXHIBIT INDEX
Incorporated by Reference
Exhibit NumberDescription of ExhibitFormFile No.ExhibitFiling DateFiled Herewith
2.1+8-K001-393802.1November 17, 2021
3.18-K12B001-412113.1January 10, 2022
3.28-K001-412113.1November 29, 2022
4.110-K001-412114.1March 31, 2022
4.2S-1333-2393354.2June 22, 2020
4.3S-1/A333-2393354.3July 6, 2020
4.4S-1/A333-2393354.4July 6, 2020
4.5S-1/A333-2393354.5July 6, 2020
4.6S-1/A333-2393354.6July 6, 2020
4.7S-1/A333-2393354.7July 6, 2020
4.8S-1/A333-2393354.8July 6, 2020
4.9S-1/A333-2393354.9July 6, 2020
4.108-K12B001-412114.1January 10, 2022
4.11X
10.1†S-1333-23933510.1June 22, 2020
10.2†S-1/A333-23933510.2July 6, 2020
10.3†S-1/A333-23933510.3July 6, 2020
96
Incorporated by Reference
Exhibit NumberDescription of ExhibitFormFile No.ExhibitFiling DateFiled Herewith
10.4†S-1/A333-23933510.4July 6, 2020
10.5†S-1/A333-23933510.5July 6, 2020
10.6†S-1/A333-23933510.6July 6, 2020
10.7†X
10.8†X
10.9†X
10.10†8-K/A001-4121110.1January 24, 2023
10.11†S-1/A333-23933510.8July 6, 2020
10.12†10-K001-4121110.9March 31, 2022
10.13†10-K001-4121110.10March 31, 2022
10.14++S-1333-23933510.7June 22, 2020
10.158-K001-3938010.1December 2, 2020
10.168-K001-3938010.2December 2, 2020
10.178-K001-3938010.3December 2, 2020
10.1810-K001-3938010.12March 31, 2021
10.198-K001-3938010.1April 7, 2021
10.2010-Q001-3938010.1June 2, 2021
10.21+8-K001-3938010.1November 17, 2021
10.22++10-Q001-3938010.2December 1, 2021
10.238-K001-4121110.1February 14, 2022
10.2410-Q001-4121110.1November 30, 2022
97
Incorporated by Reference
Exhibit NumberDescription of ExhibitFormFile No.ExhibitFiling DateFiled Herewith
10.25X
10.26X
21.1X
23.1X
31.1X
31.2X
32.1*X
32.2*X
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Extension DefinitionX
101.LAB Inline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
+Certain schedules and exhibits to this agreement have been omitted pursuant to Items 601(a)(5) of Regulation S-K, and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request.
†Management contract, compensatory plan or arrangement.
++Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
*The certifications furnished in Exhibit 32.1 and 32. 2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates by reference.
Item 16. Form 10–K Summary
Not applicable.
98
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
nCino, Inc.
Date: March 28, 2023By:/s/ Pierre Naudé
Pierre Naudé
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: March 28, 2023By:/s/ Gregory D. Orenstein
Gregory D. Orenstein
Chief Financial Officer & Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Pierre NaudéChairman and Chief Executive OfficerMarch 28, 2023
Pierre Naudé(Principal Executive Officer)
/s/ Gregory D. OrensteinChief Financial Officer & TreasurerMarch 28, 2023
Gregory D. Orenstein(Principal Financial Officer)
/s/ Jeanette SellersVice President of AccountingMarch 28, 2023
Jeanette Sellers(Principal Accounting Officer)
/s/Steven CollinsDirectorMarch 28, 2023
Steven Collins
/s/ Jon DoyleDirectorMarch 28, 2023
Jon Doyle
/s/ Jeffrey HoringDirectorMarch 28, 2023
Jeffrey Horing
/s/ Pam KildayDirectorMarch 28, 2023
Pam Kilday
/s/ Spencer LakeDirectorMarch 28, 2023
Spencer Lake
/s/ William RuhDirectorMarch 28, 2023
William Ruh
/s/ William SpruillDirectorMarch 28, 2023
William Spruill
99
 EX-4.11 2 exhibit411descriptionofcom.htm EX-4.11 Document
Exhibit 4.11
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

The following description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) is a summary and does not purport to be complete. The terms “nCino”, “we”, “our” and “us” as used herein refer to nCino, Inc. and not any of its subsidiaries.

Description of Capital Stock

The following description is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to nCino’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), nCino’s Amended and Restated Bylaws (the “Bylaws”) and the General Corporation Law of the State of Delaware (the “DGCL”).

Authorized Shares

The authorized capital stock of nCino consists of:
•500 million shares of common stock, par value $0.0005 per share (the “Common Stock”); and
•10 million shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

Common Stock

Voting Rights

Holders of Common Stock are entitled to one vote per share with respect to each matter presented to our stockholders on which the holders of Common Stock are entitled to vote. Holders of Common Stock do not have cumulative voting rights.

Dividend Rights

Subject to the prior rights of holders of Preferred Stock, if any, holders of Common Stock are entitled to receive, such dividends and distributions, if any, as may be lawfully declared from time to time by the board of directors.

Other Rights

Upon any liquidation, dissolution or winding up of us, whether voluntary or involuntary, holders of Common Stock will be entitled to receive the net assets available for distribution to stockholders, ratably in proportion to the number of shares of Common Stock held by them, subject to the rights of the holders of any series of Preferred Stock.

Preferred Stock

The board of directors has the authority, without stockholder approval, to issue Preferred Stock in one or more series and to fix the preferences, limitations and rights of the shares of each series, including:
•the designation of the series;
•the number of shares constituting the series;
•dividend rights;
•conversion or exchange rights; and
•the terms of redemption and liquidation preferences.
Anti-Takeover Effects of Provisions of the DGCL, the Certificate of Incorporation and the Bylaws

The DGCL and the Certificate of Incorporation and Bylaws contain provisions that may delay, deter, prevent or render more difficult a takeover attempt that our stockholders might consider to be in their best interests. Even in the absence of a takeover attempt, these provisions may also adversely affect the prevailing market price for our Common Stock if they are viewed as limiting the liquidity of our Common Stock or discouraging takeover attempts in the future.



Authorized but Unissued Common and Preferred Stock

The existence of authorized and unissued Common and Preferred Stock may enable our board of directors to issue shares to persons friendly to current management, which could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and could thereby protect the continuity of our management and possibly deprive stockholders of opportunities to sell Common Stock they own at prices higher than prevailing market prices.

Board of Directors

The Certificate of Incorporation provides that, subject to the rights of the holders of any series of Preferred Stock, a director may be removed from office by the stockholders only for cause.

Stockholder Action

The Certificate of Incorporation provides that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders; provided, however, that any action required or permitted to be taken by the holders of any series of Preferred Stock, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Preferred Stock designation.

The Bylaws also provide that, except as required by law and subject to the rights of any holders of Preferred Stock, special meetings of our stockholders for any purpose or purposes may be called only by the Chairperson of the Board of Directors (if any), the Chief Executive Officer, or the Board of Directors. These provisions may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Requirements for Nominations of Directors or Other Stockholder Proposals

The Bylaws require stockholders seeking to nominate persons for election as directors at an annual or special meeting of stockholders, or to bring other business before an annual meeting (other than a matter brought under Rule 14a-8 under the Exchange Act), to provide timely notice in writing. In the case of an annual meeting, to be timely, a stockholder’s notice must be delivered to our corporate secretary, not less than 90 days nor more than 120 days, prior to the first anniversary of the preceding year’s annual meeting. However, if either (i) the annual meeting is called for a date that is more than 30 days before or more than 60 days after that anniversary date or (ii) no annual meeting was held in the preceding year, then notice by the stockholder, to be timely, must be received by our corporate secretary no more than 120 days prior to such annual meeting nor less than the later of (A) 90 days prior to such annual meeting and (B) 10 days after the earlier of (1) the day on which notice of the date of the meeting was mailed or (2) the day on which public disclosure of the date of the meeting was made. In the case of a special meeting, to be timely, a stockholder’s notice must be delivered to our corporate secretary no more than 10 days after the earlier of (A) the day on which notice of the date of the special meeting was mailed or (B) the day on which public disclosure of the date of the special meeting was made.

A stockholder’s notice to our corporate secretary must be in proper written form and must set forth information related to the stockholder of record providing the notice of nominations or business proposed to be brought before a stockholders’ meeting and the beneficial owners, if different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made (collectively, the “Proposing Persons”), including:
•the name and address of the stockholder giving the notice and the names and addresses of the other Proposing Persons, if any;
•information as to the ownership by the Proposing Persons of our capital stock;
•a description of the material terms of all agreements, arrangements or understandings (whether or not in writing) entered into by any Proposing Persons for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of our capital stock;
•a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any Proposing Persons and any other person (including with any proposed nominees), pertaining to the nominations or other business proposals and identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or other business proposals;
•a statement whether or not the stockholder giving the notice and/or the other Proposing Persons, if any, will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of our capital stock required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least the percentage of voting power of all of the shares of our capital stock reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder; and
•such other information as required under the our Bylaws.


As to each person whom the stockholder proposes to nominate for election as a director, the notice shall include, among other information, the following:
•all information relating to the person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act;
•the person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and
•a statement whether the person, if elected, intends to tender, promptly following the person’s election or re-election, an irrevocable resignation effective upon the person’s failure to receive the required vote for re-election at the next meeting at which the person would face re-election and upon acceptance of such resignation by the board of directors, in accordance with our Corporate Governance Guidelines.
As to any other business that the stockholder proposes to bring before the meeting, the notice shall include, among other information, the following:
•a brief description of the business desired to be brought before the meeting;
•the reasons for conducting such business at the meeting; and
•any material interest in such business of the Proposing Person.
Exclusive Forum

The Bylaws provide that, unless we consent in writing to the selection of another forum, the Court of Chancery of the State of Delaware shall be the exclusive forum for: (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee to us or our stockholders, (iii) any action asserting a claim pursuant to the DGCL, the Certificate of Incorporation or the Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ bylaws and certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our Bylaws to be inapplicable or unenforceable in such action.

Limitation of Liability and Indemnification Matters

The Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Under our Certificate of Incorporation and the DGCL as it now reads, such limitation of liability is not permitted:
•for any breach of the director’s duty of loyalty to us or our stockholders;
•for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•for payments of unlawful dividends or unlawful stock purchases or redemptions under Section 174 of the DGCL; or
•for any transaction from which the director derived an improper personal benefit.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, that are incurred in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, known as a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification if the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Our Certificate of Incorporation provides that each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was, or has agreed to become, a director or officer of us, or is or was serving, or has agreed to serve, at our request as a director, officer or trustee of, or in similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity, will be indemnified by us against all


expense (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on behalf of such person in connection with such action, suit or proceeding and any appeal therefrom, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Our Certificate of Incorporation also provides that we will pay the expenses incurred in defending any such proceeding in advance of its final disposition. These rights are not exclusive of any other right that any person may have or acquire under any statute, provision of our Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. No repeal or modification of these provisions will in any way diminish or affect the rights of any director or officer of us under our Certificate of Incorporation in respect of any occurrence or matter arising prior to any such repeal or modification. Our Certificate of Incorporation also specifically authorizes us to grant indemnification rights to our other employees or agents or other persons serving us and such rights may be equivalent to, or greater or less than, those set forth above. Additionally, our Certificate of Incorporation authorizes us to maintain insurance on behalf of any person who is an officer, director, employee or agent of us or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Delaware Business Combination Statute

Our Certificate of Incorporation does not exempt us from the application of Section 203 of the DGCL. Section 203 of the DGCL provides that, subject to exceptions set forth therein, an interested stockholder of a Delaware corporation shall not engage in any business combination, including mergers or consolidations or acquisitions of additional shares of the corporation from the corporation, with the corporation for a three-year period following the time that such stockholder became an interested stockholder unless:
•prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than statutorily excluded shares; or
•at or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Except as otherwise set forth in Section 203 of the DGCL, an interested stockholder is defined to include:
•any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
•the affiliates and associates of any such person.

Transfer Agent and Registrar

The transfer agent and registrar for our capital stock is Computershare Trust Company, N.A.


 EX-10.7 3 exhibit107amendedandrestat.htm EX-10.7 Document

Exhibit 10.7
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS    AMENDED    AND    RESTATED    EMPLOYMENT    AGREEMENT    (the
"Agreement"), by and between nCino, Inc., a Delaware corporation (the "Company"), and Gregory D. Orenstein ("You" or "Your") (each, a "Party" and collectively, the "Parties"), is entered into and effective as of July 6, 2020 (the "Effective Date").

WHEREAS, You are an employee of the Company;

WHEREAS, the Parties desire to enter into this Agreement, as an amendment and restatement to the Compensation Agreement, effective as of October 25, 2017 between the Company and You (the "Prior Agreement"), to express the terms and conditions of Your continued employment with the Company (or any of its affiliates) as described herein; and

WHEREAS, as a condition to and as consideration for the Company's entry into this Agreement, including the enhanced severance benefits provided hereunder, You desire and agree to enter into the Amended and Restated Non-Disclosure, Restrictive Covenants and Assignment of Inventions Agreement as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, the Parties agree as follows:

1.At-Will Employment. This Agreement does not create a contract for employment for a definite period or a contract for any particular benefits. Your employment with the Company shall be and remain at all times an at-will relationship. This means that at either Your option or the Company's option, Your employment may be terminated at any time, with or without Cause, and with or without notice. The period from the Effective Date through the date of the termination of Your employment hereunder is referred to herein as the "Term."

2.Positions and Authority. You shall serve in the position of Chief Corporate Development & Legal Officer and Secretary of the Company, or in such other positions as the Parties may agree, reporting to the Company's President and Chief Executive Officer. You agree to serve in the officer positions referred to in this Section 2, and to perform diligently and to the best of Your abilities the duties and services pertaining to such offices as set forth in the Bylaws of the Company, as well as such additional duties and services appropriate to such offices that the Parties may agree upon from time to time. Upon the Effective Date, Your principal place of work shall be located in Atlanta, Georgia, subject to business travel as reasonably necessary in the performance of Your duties for the Company.

During the Term, You shall devote Your full business time and efforts to the business and affairs of the Company and its subsidiaries, provided that You shall be entitled to serve on civic, charitable, educational, religious, public interest or public service boards, and to manage Your personal and family investments, in each case, to the extent such activities do not materially interfere with the performance of Your duties and responsibilities hereunder. You shall not become a director of any for profit entity without first receiving the approval of the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the "Board").
1


3.Compensation and Benefits.

(a)Base Salary. As compensation for Your performance of Your duties hereunder, Company shall pay to You an initial Base Salary of $268,000 per year, payable in accordance with the normal payroll practices of the Company. The Base Salary shall be reviewed for increases but not decreases by the Compensation Committee of the Board (the "Compensation Committee") in good faith, based upon the Company's and Your performance and the Company's pay philosophy, not less often than annually. The term "Base Salary" shall refer to the Base Salary as may be in effect from time to time.

(b)Annual Incentive Compensation. During the Term, You shall be eligible to participate in the annual cash bonus program maintained for senior executive officers of the Company (the "Annual Incentive Program"), with an initial target annual bonus opportunity equal to 50% of Base Salary. The actual amount of the annual bonus earned by and payable to You for any year or portion of a year, as applicable, shall be determined upon the satisfaction of goals and objectives established by the Compensation Committee, and shall be subject to such other terms and conditions of the Annual Incentive Program as in effect from time to time. Each bonus paid under the Annual Incentive Program shall be paid to You no later than two and a half months following the fiscal year in which the bonus is earned. Except as provided in Section 4, Your right to a bonus under the Annual Incentive Program is subject to Your continued employment with the Company through the applicable payment date of the bonus.

(c)Equity Incentive Program. During the Term, You shall be eligible to participate in the equity incentive program maintained for senior executive officers of the Company (the "Equity Incentive Program"), with an Equity Incentive Program target opportunity and equity vehicles determined by the Compensation Committee for each year of participation thereunder.

(d)Employee Benefits and Perquisites. During the Term, You shall be entitled to receive all benefits and perquisites of employment generally available to other members of the Company's senior executive management, upon Your satisfaction of the eligibility or participation criteria therefor. The Company reserves the right to modify or terminate employee benefits and perquisites at its discretion.

(e)Business Expenses. Subject to Section 23, You shall be reimbursed for reasonable travel and other expenses incurred in the performance of Your duties on behalf of the Company in a manner consistent with the Company's policies regarding such reimbursements, as may be in effect from time to time.

4.Compensation Upon Termination. Subject to the terms and conditions of this Agreement:

(a)Death. If Your employment with the Company (or any of its affiliates) is terminated as a result of Your death, the Company shall pay Your estate, or as may be directed by the legal representatives of Your estate, (i) Your Base Salary due through the date of termination, and (ii) a pro rata portion of Your annual cash bonus for the fiscal year of
2


termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to executive officers of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned).

(b)Disability. If Your employment with the Company (or any of its affiliates) is terminated by the Company as a result of You being substantially unable to perform the essential functions of Your then-current position with the Company (or any of its affiliates) by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for three (3) consecutive months (provided that until such termination, You shall continue to receive Your then-current compensation and benefits, reduced by any benefits payable to You under any disability insurance policy or plan applicable You), the Company shall pay You (i) Your Base Salary due through the date of termination, and (ii) a pro rata portion of Your annual cash bonus for the fiscal year of termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to executive officers of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned); provided, that payments so made to You with respect to any period that You are substantially unable to perform the essential functions of Your then-current position with the Company (or any of its affiliates) by reason of illness, physical or mental illness or other similar incapacity shall be reduced by the sum of the amounts, if any, payable to You by reason of such disability, at or prior to the time of any such payment, under any disability insurance policy or benefit plan and which amounts have not previously been applied to reduce any such payment.

(c)Termination by the Company for Cause or by You without Good Reason. If the Company (or any of its affiliates) terminates Your employment for Cause or You terminate Your employment without Good Reason, the Company shall pay You Your Base Salary due through the date of termination and shall have no further obligations to You.

(d)Termination by the Company without Cause or by You with Good Reason Prior to or More Than One Year Following a Change in Control. If (i) the Company (or any of its affiliates) terminates Your employment without Cause, or (ii) You terminate Your employment for Good Reason, in either case, prior to or more than one (1) year following a Change in Control, then the Company shall:

(A)pay You (i) Your Base Salary due through the date of termination, (ii) an amount equal to one (1) times Your then-current annual Base Salary, such amount paid in substantially equal installments as of the last day of each month during the twelve (12) month period commencing on Your date of termination (the "Severance Period"), with the first installment paid within sixty (60) days following Your termination of employment and such first installment including such amounts as would have otherwise been paid during the period beginning on the date of Your termination of employment and ending on such payment date, and (iii) a pro rata portion of Your annual cash bonus for the fiscal year of termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the
3


portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to executive officers of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned); provided, however, that if the conditions of Section 5 have not been met upon the date(s) that any payment is or payments are due pursuant to clauses (ii) and (iii) under this Section 4(d)(A), such payment(s) will not be made upon the date specified above, and such withheld payment(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement.

(B)reimburse You, on a monthly basis, for any COBRA premiums You pay for You and any of Your dependents during the Severance Period (less the amount of any premium amount that would have been payable by You for such coverage, if any, if You had been actively employed by the Company), if and to the extent You and/or Your eligible dependents are entitled to and elect COBRA continuation coverage under the Company's major medical group plan in which You and/or Your dependents participated immediately prior to the date of termination, provided, however, that (i) notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent's rights under COBRA shall apply, (ii) payments pursuant to this Section 4(d)(B) shall cease earlier than the expiration of the Severance Period if You become eligible to receive health benefits pursuant to a plan maintained by a subsequent employer, including through a spouse's employer, during such period, and You shall promptly notify the Company of Your becoming eligible for such coverage, (iii) amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to You or the Company under either Code §105(h) or the Patient Protection and Affordable Care Act of 2010 and (iv) if the conditions of Section 5 have not been met upon the date(s) that any reimbursement is or reimbursements are due pursuant to this Section 4(d)(B), such reimbursement(s) will not be made until the conditions of Section 5 have been met, and any such withheld reimbursement(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement; and

(C)if Your termination occurs before a Change in Control has occurred, cause any equity awards outstanding as of the Effective Date, including but not limited to, options to purchase common stock of the Company and restricted stock units, if any, then held by You to remain outstanding and be forfeited without consideration on the six (6) month anniversary of such termination unless a Change in Control occurs within such six (6) month period, in which case, such outstanding awards will be fully vested and exercisable immediately prior to such Change in Control (with You having ninety (90) days following such Change in Control to exercise such vested stock options if such options remain outstanding following such Change in Control).

(e)Termination by the Company without Cause or by You with Good Reason On or Prior to the One Year Anniversary of a Change in Control. If (i) the Company (or any of its affiliates) terminates Your employment without Cause, or (ii) You terminate Your employment for Good Reason, in each case, on or prior to the one (1) year anniversary of a

4



Change in Control (a "CIC Qualifying Termination"), then, in lieu of the benefits set forth in Section 4(d), the Company shall:

(A)pay You (i) Your Base Salary due through the date of termination, and (ii) an aggregate amount equal to one (1) times the sum of (x) Your then-current annual Base Salary and (y) Your target annual cash bonus for the fiscal year of termination (provided, that if Your termination occurs prior to the date on which target annual bonuses are determined for the fiscal year of termination, Your target annual bonus shall be based on the target annual bonus established for the fiscal year preceding the fiscal year of termination), in substantially equal installments as of the last day of each month during the Severance Period, with the first installment paid within sixty (60) days following Your termination of employment and such first installment including such amounts as would have otherwise been paid during the period beginning on the date of Your termination of employment and ending on such payment date; provided, however, that if the conditions of Section 5 have not been met upon the date(s) that any payment is or payments are due pursuant to clause (ii) under this Section 4(e)(A), such payment(s) will not be made upon the date specified above, and such withheld payment(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement; and

(B)reimburse You, on a monthly basis, for any COBRA premiums You pay for You and any of Your dependents during the Severance Period (less the amount of any premium amount that would have been payable by You for such coverage, if any, if You had been actively employed by the Company), if and to the extent You and/or Your eligible dependents are entitled to and elect COBRA continuation coverage under the Company's major medical group plan in which You and/or Your dependents participated immediately prior to the date of termination, provided, however, that (i) notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent's rights under COBRA shall apply, (ii) payments pursuant to this Section 4(e)(B) shall cease earlier than the expiration of the Severance Period if You become eligible to receive health benefits pursuant to a plan maintained by a subsequent employer, including through a spouse's employer, during such period, and You shall promptly notify the Company of Your becoming eligible for such coverage, (iii) amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to You or the Company under either Code §105(h) or the Patient Protection and Affordable Care Act of 2010 and (iv) if the conditions of Section 5 have not been met upon the date(s) that any reimbursement is or reimbursements are due pursuant to this Section 4(e)(B), such reimbursement(s) will not be made until the conditions of Section 5 have been met, and any such withheld reimbursement(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement.

5.Release Obligations; No Other Severance. The Company's obligation to pay You the separation payments set forth in Section 4(d) and Section 4(e) (excluding, in either case, Your Base Salary due through the date of termination) shall be conditioned upon Your execution and non-revocation, within the timeframe specified by the Company (but no later than fifty two
(52) days following Your date of termination), and compliance with, a valid and binding

5



separation and release agreement (the "Separation & Release Agreement") in the Company's customary form. You hereby acknowledge and agree that, other than the severance payments and benefits described in this Agreement, upon the effective date of the termination of Your employment, You shall not be entitled to any other severance payments or benefits of any kind under any Company benefit plan, severance policy generally available to the Company's employees or otherwise and all of Your other rights to compensation shall end as of such date, except as set forth in this Agreement.

6.Change in Control Vesting. Effective immediately prior to a Change in Control, all equity awards outstanding as of the Effective Date, including but not limited to, options to purchase common stock of the Company, shares of restricted stock, and restricted stock units, if any, then held by You will be fully vested and exercisable. Unless otherwise expressly provided for in an equity award agreement, any equity awards granted following the Effective Date, including but not limited to, options to purchase common stock of the Company, shares of restricted stock, and restricted stock units, if any, then held by You will be fully vested and exercisable in full in the event of Your CIC Qualifying Termination, with the level of performance achieved for any performance-based equity awards and the timing of settlement for any equity awards specified in the underlying equity award agreements.

7.Section 280G. Notwithstanding anything to the contrary in this Agreement, You expressly agree that if the payments and benefits provided for in this Agreement or any other payments and benefits which You have the right to receive from the Company and its affiliates (collectively, the "Payments"), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments shall be either (i) reduced (but not below zero) so that the present value of the Payments will be one dollar ($1.00) less than three times Your "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by You shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net after-tax result to You. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A and then reducing any Payments subject to Section 409A in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Compensation Committee or its designee in good faith, which determination will be conclusive and binding upon You and the Company for all purposes. In making such determination, the Compensation Committee or its designee may engage the services of accountants or other professional advisors, and may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code (including but not limited to Sections 280G and 4999). If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Company (or its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Your base amount, then You shall immediately repay such excess to the Company.
6


8.Withholding. All payments made pursuant to this Agreement will be subject to applicable withholdings, including such federal, state, and local income and payroll taxes as the Company determines are required to be withheld pursuant to applicable law.

9.Definitions.

(a)"Cause" means (i) the indictment or conviction of, or plea of "guilty" or "no contest" to, a felony or a crime involving moral turpitude (excluding a traffic violation not involving any period of incarceration) or the commission of any other act or omission involving dishonesty or fraud by You or at Your direction with respect to, and materially adversely affecting the business affairs of, the Company or any of its affiliates or any of their customers or suppliers, (ii) conduct tending to bring the Company or any of its affiliates into substantial public disgrace or disrepute that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliates, (iii) substantial and repeated failure or refusal to perform duties of the office held by You as reasonably directed by the Company (other than any such failure resulting from Your incapacity due to injury or illness), and such failure is not cured within thirty (30) days after You receive written notice thereof from the Company that specifically identifies the manner in which the Company believes You have not substantially performed Your duties, (iv) gross negligence or willful misconduct with respect to the Company or any of its affiliates that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliate, or (v) any material breach of the policies of the Company (as set forth in the manuals or statements of policy of the Company), this Agreement or the Covenants Agreement (defined below). For purposes of this provision, no act or failure to act on Your part shall be considered "willful" unless it is done, or omitted to be done, by You in bad faith or without reasonable belief that Your action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by You in good faith and in the best interests of the Company. If, within thirty (30) days subsequent to Your termination for any reason, it is discovered that Your employment could have been terminated for Cause, as determined by the Board in its good faith, Your employment will be deemed to have been terminated for Cause for all purposes under this Agreement, You will be required to disgorge to the Company all amounts received by You pursuant to this Agreement on account of such termination that would not have been payable to You had such termination been by the Company for Cause, and the Company will be released from any further obligation to provide You with any separation payments or benefits of any kind.
(b)"Change in Control" shall have the same meaning as set forth in the nCino, Inc. 2019 Equity Incentive Plan, as amended and restated effective immediately prior to the completion of the Company's initial public offering or, solely with respect to equity awards outstanding as of the Effective Date, the equity plan and related award agreements pursuant to which such awards were granted.

(c)"Code" means the Internal Revenue Code of 1986, as amended.



7


(d)"Good Reason" shall exist if (i) the Company, without Your written consent (a) materially reduces Your authority, duties, or responsibilities from those applicable to You as of the Effective Date (including, following a Change in Control, any failure of the parent corporation of any controlled group of corporations that includes the Company, if the Company is not such parent corporation, to offer You a position with such parent corporation or a subsidiary thereof involving the same or substantially equivalent duties as Your then-current position with the Company), (b) materially reduces Your Base Salary or target annual cash bonus (excluding any reduction as part of an across-the-board reduction in base salaries and target annual bonuses of all Company executive officers so long as the percentage reduction in Your Base Salary and target annual cash bonus is not greater than the percentage reduction applicable to other executive officers, for the same period as the reduction in other executive officer's reduction in salary and target annual cash bonus and, in the event such reduction is later mitigated for other executive officers, Your Base Salary and target annual cash bonus is then increased by the same percentage applicable to other executive officers), or (c) requires You to relocate to a place more than 50 miles from Wilmington, North Carolina to perform Your duties; (ii) You provide written notice to the Company of such action within ninety (90) days of the occurrence thereof and provide the Company with thirty (30) days to remedy such action from the notice date (the "Cure Period"); (iii) the Company fails to remedy such action within the Cure Period; and (iv) You elect to resign within thirty (30) days of the expiration of the Cure Period.

(e)"Section 409A" means Section 209A of the Code and the regulations and other guidance thereunder and any state law of similar effect.

10.Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes any prior communications, agreements or understandings, whether oral or written, between You and the Company (including, without limitation, the Prior Agreement) relating to the subject matter of this Agreement. Other than the terms of this Agreement, no other representation, promise or agreement has been made with You to cause You to sign this Agreement.

11.Covenants Agreement. By execution of this Agreement, the Parties acknowledge the validity and effectiveness of the (i) Amended and Restated Non-Disclosure, Restrictive Covenants and Assignment of Inventions Agreement, and (ii) Acknowledgement and Agreement (collectively, the "Covenants Agreement") entered into by You with the Company. Notwithstanding anything in this Agreement or any other agreement to the contrary, You understand that nothing contained in this Agreement or any other agreement limits Your ability to report possible violations of law or regulation to or file a charge or complaint with the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission or regulatory authority (collectively, "Government Agencies"). You further understand that neither this Agreement nor any other Agreement limits Your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including
8


providing documents or other information, without notice to the Company. Furthermore (i) You shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (ii) if You file a lawsuit for retaliation by the Company for reporting a suspected violation of law, You may disclose a trade secret to Your attorney and use the trade secret information in the court proceeding, if You file any document containing the trade secret under seal and do not disclose the trade secret except pursuant to court order.

12.Governing Law, Jurisdiction and Venue. The laws of the State of North Carolina will govern this Agreement. If North Carolina's conflict of law rules would apply another state's laws, the Parties agree that North Carolina law will still govern. You agree that any claim arising out of or relating to this Agreement will be brought exclusively in a state or federal court of competent jurisdiction in North Carolina. You consent to the personal jurisdiction of the state and/or federal courts located in North Carolina. You waive (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.

13.Waiver. The Company's failure to enforce any provision of this Agreement will not act as a waiver of that or any other provision. The Company's waiver of any breach of this Agreement will not act as a waiver of any other breach.

14.Severability. The provisions of this Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions will remain in full force and effect.

15.Amendments. This Agreement may not be amended or modified except in writing signed by both Parties.

16.Successors and Assigns. This Agreement will be assignable to, and will inure to the benefit of, the Company's successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of the Company's stock or assets, and will be binding upon You and Your heirs and assigns. You may not assign, delegate or otherwise transfer any of Your rights, interests or obligations in this Agreement without the prior written approval of the Company.

17.Survival. Sections 4, 5, and 7 through 23, and such other provisions hereof as may so indicate shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Term.

18.Notices. Any notice provided for in this Agreement must be in writing and will be deemed validly given (i) on the date it is actually delivered by personal delivery of such notice, (ii) one (1) business day after its deposit in the custody of Federal Express or other reputable courier service regularly providing evidence of delivery (with next business day
9


delivery charges paid by the Party sending the notice), (iii) three (3) business days after its deposit in the custody of the U.S. mail, certified or registered postage prepaid, return receipt requested, or (iv) one (1) business day after transmission by facsimile or a PDF or similar attachment to an email, provided that such facsimile or email attachment shall be followed within one (1) business day by delivery of such notice pursuant to clause (i), (ii) or (iii) above. Any such notice to a Party shall be addressed at the address set forth below (subject to the right of a Party to designate a different address for itself by notice similarly given):

If to the Company:

nCino, Inc.
6770 Parker Farm Drive, Suite 300
Wilmington, NC 28405
Attention: Chair of the Compensation Committee

If to You:

At the most recent address on file with the Company

19.Indemnification. While serving as an executive officer of the Company, the Company agrees that it shall indemnify You and provide You with Directors & Officers liability insurance coverage to the same extent that it indemnifies and/or provides such msurance coverage to Board members and other most senior executive officers of the Company

20.No Conflict. You represent and warrant that You are not bound by any employment contract, restrictive covenant, or other restriction preventing You from carrying out Your responsibilities for the Company, or which is in any way inconsistent with the terms of this Agreement. You further represent and warrant that You shall not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

21.Clawbacks. The payments to You pursuant to this Agreement are subject to forfeiture or recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy or provision that the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

22.Company Policies. You shall be subject to additional Company policies as they may exist from time-to-time, including policies regarding trading of securities.

23.Section 409A. The Parties intend that this Agreement and the payments made hereunder will be exempt from, or if not so exempt, comply with, the requirements of Section 409A, and shall be interpreted and construed consistently with such intent. Without limiting the foregoing, the separation payments and benefits to You pursuant to Section 4(d) and Section 4(e)
10


this Agreement are intended to be exempt from Section 409A to the maximum extent possible, as short-term deferrals pursuant to Treasury Regulation §l.409A-l(b)(4) or payments made pursuant to a separation pay plan pursuant to Treasury Regulation §1.409A-l(b)(9). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. To the extent any amounts under this Agreement are payable by reference to Your "termination of employment," such term and similar terms shall be deemed to refer to Your "separation from service," within the meaning of Section 409A (after giving effect to the presumptions contained therein) with respect to any payments that are subject to Section 409A. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Your execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if You are a specified employee (within the meaning of Section 409A) as of the date of Your separation from service, each such payment that is payable upon Your separation from service and would have been paid prior to the six month anniversary of Your separation from service, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Your separation from service or (B) the date of Your death. You hereby agree to be bound by the Company's determination of its "specified employees" (as such term is defined in Section 409A) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A. Any reimbursement payable to You pursuant to this Agreement shall be conditioned on the submission by You of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to You within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which You incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. To the extent that any amount payable hereunder is deemed to be a substitute for a payment provided under another agreement with You, then the amount payable hereunder shall be paid at the same time and in the same form as such substituted payment to the extent required to comply with Section 409A. In the event the terms of this Agreement would subject You to taxes or penalties under Section 409A ("409A Penalties"), the Company and You shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible, but in no event will the Company be liable for any additional tax, interest or penalties that may be imposed on You under Section 409A or any damages because a payment pursuant to this Agreement was determined to not be in compliance with Section 409A.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
11


nCino, Inc.
By:/s/ Pierre Naudé
Name:Pierre Naudé
Title:President & CEO
/s/ Gregory D. Orenstein
Gregory D. Orenstein

12
 EX-10.8 4 exhibit108employmentagreem.htm EX-10.8 Document
Exhibit 10.8


EMPLOYMENT AGREEMENT

THIS    AMENDED    AND    RESTATED    EMPLOYMENT    AGREEMENT    (the
“Agreement”), by and between nCino, Inc., a Delaware corporation (the “Company”), and April Rieger (“You” or “Your”) (each, a “Party” and collectively, the “Parties”), is entered into and effective as of September 1, 2021 (the “Effective Date”).

WHEREAS, You are an employee of the Company;

WHEREAS, the Parties desire to enter into this Agreement to express the terms and conditions of Your continued employment with the Company (or any of its affiliates) as described herein; and

WHEREAS, as a condition to and as consideration for the Company’s entry into this Agreement, including the enhanced severance benefits provided hereunder, You desire and agree to enter into the Amended and Restated Non-Disclosure, Restrictive Covenants and Assignment of Inventions Agreement as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, the Parties agree as follows:

1.At-Will Employment. This Agreement does not create a contract for employment for a definite period or a contract for any particular benefits. Your employment with the Company shall be and remain at all times an at-will relationship. This means that at either Your option or the Company’s option, Your employment may be terminated at any time, with or without Cause, and with or without notice. The period from the Effective Date through the date of the termination of Your employment hereunder is referred to herein as the “Term.”

2.Positions and Authority. You shall serve in the position of Executive Vice President, General Counsel & Secretary of the Company, or in such other positions as the Parties may agree, reporting to the Company’s Chief Executive Officer. You agree to serve in the officer positions referred to in this Section 2, and to perform diligently and to the best of Your abilities the duties and services pertaining to such offices as set forth in the Bylaws of the Company, as well as such additional duties and services appropriate to such offices that the Parties may agree upon from time to time. Upon the Effective Date, Your principal place of work shall be located in Wilmington, North Carolina, subject to business travel as reasonably necessary in the performance of Your duties for the Company.

During the Term, You shall devote Your full business time and efforts to the business and affairs of the Company and its subsidiaries, provided that You shall be entitled to serve on civic, charitable, educational, religious, public interest or public service boards, and to manage Your personal and family investments, in each case, to the extent such activities do not materially interfere with the performance of Your duties and responsibilities hereunder. You shall not become a director of any for profit entity without first receiving the approval of the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Board”).

1




3.Compensation and Benefits.

(a)Base Salary. As compensation for Your performance of Your duties hereunder, Company shall pay to You an initial Base Salary of $272,000 per year, payable in accordance with the normal payroll practices of the Company. The Base Salary shall be reviewed for increases but not decreases by the Compensation Committee of the Board (the “Compensation Committee”) in good faith, based upon the Company’s and Your performance and the Company’s pay philosophy, not less often than annually. The term “Base Salary” shall refer to the Base Salary as may be in effect from time to time.

(b)Annual Incentive Compensation. During the Term, You shall be eligible to participate in the annual cash bonus program maintained for senior executive officers of the Company (the “Annual Incentive Program”), with an initial target annual bonus opportunity equal to 40% of Base Salary. The actual amount of the annual bonus earned by and payable to You for any year or portion of a year, as applicable, shall be determined upon the satisfaction of goals and objectives established by the Compensation Committee, and shall be subject to such other terms and conditions of the Annual Incentive Program as in effect from time to time. Each bonus paid under the Annual Incentive Program shall be paid to You no later than two and a half months following the fiscal year in which the bonus is earned. Except as provided in Section 4, Your right to a bonus under the Annual Incentive Program is subject to Your continued employment with the Company through the applicable payment date of the bonus.

(c)Equity Incentive Program. During the Term, You shall be eligible to participate in the equity incentive program maintained for senior executive officers of the Company (the “Equity Incentive Program”), with an Equity Incentive Program target opportunity and equity vehicles determined by the Compensation Committee for each year of participation thereunder.

(d)Employee Benefits and Perquisites. During the Term, You shall be entitled to receive all benefits and perquisites of employment generally available to other members of the Company’s senior executive management, upon Your satisfaction of the eligibility or participation criteria therefor. The Company reserves the right to modify or terminate employee benefits and perquisites at its discretion.

(e)Business Expenses. Subject to Section 23, You shall be reimbursed for reasonable travel and other expenses incurred in the performance of Your duties on behalf of the Company in a manner consistent with the Company’s policies regarding such reimbursements, as may be in effect from time to time.

4.Compensation Upon Termination.    Subject to the terms and conditions of this Agreement:

(a)Death. If Your employment with the Company (or any of its affiliates) is terminated as a result of Your death, the Company shall pay Your estate, or as may be directed by the legal representatives of Your estate, (i) Your Base Salary due through the date of termination, and (ii) a pro rata portion of Your annual cash bonus for the fiscal year of

2




termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to executive officers of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned).

(b)Disability. If Your employment with the Company (or any of its affiliates) is terminated by the Company as a result of You being substantially unable to perform the essential functions of Your then-current position with the Company (or any of its affiliates) by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for three (3) consecutive months (provided that until such termination, You shall continue to receive Your then-current compensation and benefits, reduced by any benefits payable to You under any disability insurance policy or plan applicable You), the Company shall pay You (i) Your Base Salary due through the date of termination, and (ii) a pro rata portion of Your annual cash bonus for the fiscal year of termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to executive officers of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned); provided, that payments so made to You with respect to any period that You are substantially unable to perform the essential functions of Your then-current position with the Company (or any of its affiliates) by reason of illness, physical or mental illness or other similar incapacity shall be reduced by the sum of the amounts, if any, payable to You by reason of such disability, at or prior to the time of any such payment, under any disability insurance policy or benefit plan and which amounts have not previously been applied to reduce any such payment.

(c)Termination by the Company for Cause or by You without Good Reason. If the Company (or any of its affiliates) terminates Your employment for Cause or You terminate Your employment without Good Reason, the Company shall pay You Your Base Salary due through the date of termination and shall have no further obligations to You.

(d)Termination by the Company without Cause or by You with Good Reason Prior to or More Than One Year Following a Change in Control. If (i) the Company (or any of its affiliates) terminates Your employment without Cause, or (ii) You terminate Your employment for Good Reason, in either case, prior to or more than one (1) year following a Change in Control, then the Company shall:

(A)pay You (i) Your Base Salary due through the date of termination,
(ii)an amount equal to one-half (0.5) times Your then-current annual Base Salary, such amount paid in substantially equal installments as of the last day of each month during the six (6) month period commencing on Your date of termination (the “Severance Period”), with the first installment paid within sixty (60) days following Your termination of employment and such first installment including such amounts as would have otherwise been paid during the period beginning on the date of Your termination of employment and ending on such payment date, and
(iii)a pro rata portion of Your annual cash bonus for the fiscal year of termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the

3




portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to executive officers of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned); provided, however, that if the conditions of Section 5 have not been met upon the date(s) that any payment is or payments are due pursuant to clauses (ii) and (iii) under this Section 4(d)(A), such payment(s) will not be made upon the date specified above, and such withheld payment(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement.

(B)reimburse You, on a monthly basis, for any COBRA premiums You pay for You and any of Your dependents during the Severance Period (less the amount of any premium amount that would have been payable by You for such coverage, if any, if You had been actively employed by the Company), if and to the extent You and/or Your eligible dependents are entitled to and elect COBRA continuation coverage under the Company’s major medical group plan in which You and/or Your dependents participated immediately prior to the date of termination, provided, however, that (i) notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply, (ii) payments pursuant to this Section 4(d)(B) shall cease earlier than the expiration of the Severance Period if You become eligible to receive health benefits pursuant to a plan maintained by a subsequent employer, including through a spouse’s employer, during such period, and You shall promptly notify the Company of Your becoming eligible for such coverage, (iii) amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to You or the Company under either Code §105(h) or the Patient Protection and Affordable Care Act of 2010 and (iv) if the conditions of Section 5 have not been met upon the date(s) that any reimbursement is or reimbursements are due pursuant to this Section 4(d)(B), such reimbursement(s) will not be made until the conditions of Section 5 have been met, and any such withheld reimbursement(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement; and

(C)if Your termination occurs before a Change in Control has occurred, cause any equity awards outstanding as of the Effective Date, including but not limited to, options to purchase common stock of the Company and restricted stock units, if any, then held by You to remain outstanding and be forfeited without consideration on the six (6) month anniversary of such termination unless a Change in Control occurs within such six (6) month period, in which case, such outstanding awards will be fully vested and exercisable immediately prior to such Change in Control (with You having ninety (90) days following such Change in Control to exercise such vested stock options if such options remain outstanding following such Change in Control).

(e)Termination by the Company without Cause or by You with Good Reason On or Prior to the One Year Anniversary of a Change in Control. If (i) the Company (or any of its affiliates) terminates Your employment without Cause, or (ii) You terminate Your employment for Good Reason, in each case, on or prior to the one (1) year anniversary of a

4




Change in Control (a “CIC Qualifying Termination”), then, in lieu of the benefits set forth in Section 4(d), the Company shall:

(A)pay You (i) Your Base Salary due through the date of termination, and (ii) an aggregate amount equal to one (1) times the sum of (x) Your then-current annual Base Salary and (y) Your target annual cash bonus for the fiscal year of termination (provided, that if Your termination occurs prior to the date on which target annual bonuses are determined for the fiscal year of termination, Your target annual bonus shall be based on the target annual bonus established for the fiscal year preceding the fiscal year of termination), in substantially equal installments as of the last day of each month during the twelve (12) month period commencing on Your date of termination (the “CIC Severance Period”), with the first installment paid within sixty (60) days following Your termination of employment and such first installment including such amounts as would have otherwise been paid during the period beginning on the date of Your termination of employment and ending on such payment date; provided, however, that if the conditions of Section 5 have not been met upon the date(s) that any payment is or payments are due pursuant to clause (ii) under this Section 4(e)(A), such payment(s) will not be made upon the date specified above, and such withheld payment(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement; and

(B)reimburse You, on a monthly basis, for any COBRA premiums You pay for You and any of Your dependents during the CIC Severance Period (less the amount of any premium amount that would have been payable by You for such coverage, if any, if You had been actively employed by the Company), if and to the extent You and/or Your eligible dependents are entitled to and elect COBRA continuation coverage under the Company’s major medical group plan in which You and/or Your dependents participated immediately prior to the date of termination, provided, however, that (i) notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply, (ii) payments pursuant to this Section 4(e)(B) shall cease earlier than the expiration of the CIC Severance Period if You become eligible to receive health benefits pursuant to a plan maintained by a subsequent employer, including through a spouse’s employer, during such period, and You shall promptly notify the Company of Your becoming eligible for such coverage, (iii) amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to You or the Company under either Code §105(h) or the Patient Protection and Affordable Care Act of 2010 and (iv) if the conditions of Section 5 have not been met upon the date(s) that any reimbursement is or reimbursements are due pursuant to this Section 4(e)(B), such reimbursement(s) will not be made until the conditions of Section 5 have been met, and any such withheld reimbursement(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement.

5.Release Obligations; No Other Severance. The Company’s obligation to pay You the separation payments set forth in Section 4(d) and Section 4(e) (excluding, in either case, Your Base Salary due through the date of termination) shall be conditioned upon Your execution and non-revocation, within the timeframe specified by the Company (but no later than fifty two

5




(52) days following Your date of termination), and compliance with, a valid and binding separation and release agreement (the “Separation & Release Agreement”) in the Company’s customary form. You hereby acknowledge and agree that, other than the severance payments and benefits described in this Agreement, upon the effective date of the termination of Your employment, You shall not be entitled to any other severance payments or benefits of any kind under any Company benefit plan, severance policy generally available to the Company's employees or otherwise and all of Your other rights to compensation shall end as of such date, except as set forth in this Agreement.

6.Change in Control Vesting. Effective immediately prior to a Change in Control, all equity awards outstanding as of July 14, 2020, including but not limited to, options to purchase common stock of the Company, shares of restricted stock, and restricted stock units, if any, then held by You will be fully vested and exercisable. Unless otherwise expressly provided for in an equity award agreement, any equity awards granted following July 14, 2020, including but not limited to, options to purchase common stock of the Company, shares of restricted stock, and restricted stock units, if any, then held by You will be fully vested and exercisable in full in the event of Your CIC Qualifying Termination, with the level of performance achieved for any performance-based equity awards and the timing of settlement for any equity awards specified in the underlying equity award agreements.

7.Section 280G. Notwithstanding anything to the contrary in this Agreement, You expressly agree that if the payments and benefits provided for in this Agreement or any other payments and benefits which You have the right to receive from the Company and its affiliates (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the Payments shall be either (i) reduced (but not below zero) so that the present value of the Payments will be one dollar ($1.00) less than three times Your “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by You shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net after-tax result to You. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A and then reducing any Payments subject to Section 409A in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Compensation Committee or its designee in good faith, which determination will be conclusive and binding upon You and the Company for all purposes. In making such determination, the Compensation Committee or its designee may engage the services of accountants or other professional advisors, and may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code (including but not limited to Sections 280G and 4999). If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Your base amount, then You shall immediately repay such excess to the Company.

6




8.Withholding. All payments made pursuant to this Agreement will be subject to applicable withholdings, including such federal, state, and local income and payroll taxes as the Company determines are required to be withheld pursuant to applicable law.

9.Definitions.

(a)“Cause” means (i) the indictment or conviction of, or plea of “guilty” or “no contest” to, a felony or a crime involving moral turpitude (excluding a traffic violation not involving any period of incarceration) or the commission of any other act or omission involving dishonesty or fraud by You or at Your direction with respect to, and materially adversely affecting the business affairs of, the Company or any of its affiliates or any of their customers or suppliers, (ii) conduct tending to bring the Company or any of its affiliates into substantial public disgrace or disrepute that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliates, (iii) substantial and repeated failure or refusal to perform duties of the office held by You as reasonably directed by the Company (other than any such failure resulting from Your incapacity due to injury or illness), and such failure is not cured within thirty (30) days after You receive written notice thereof from the Company that specifically identifies the manner in which the Company believes You have not substantially performed Your duties, (iv) gross negligence or willful misconduct with respect to the Company or any of its affiliates that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliate, or (v) any material breach of the policies of the Company (as set forth in the manuals or statements of policy of the Company), this Agreement or the Covenants Agreement (defined below). For purposes of this provision, no act or failure to act on Your part shall be considered "willful" unless it is done, or omitted to be done, by You in bad faith or without reasonable belief that Your action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by You in good faith and in the best interests of the Company. If, within thirty (30) days subsequent to Your termination for any reason, it is discovered that Your employment could have been terminated for Cause, as determined by the Board in its good faith, Your employment will be deemed to have been terminated for Cause for all purposes under this Agreement, You will be required to disgorge to the Company all amounts received by You pursuant to this Agreement on account of such termination that would not have been payable to You had such termination been by the Company for Cause, and the Company will be released from any further obligation to provide You with any separation payments or benefits of any kind.

(b)“Change in Control” shall have the same meaning as set forth in the nCino, Inc. 2019 Equity Incentive Plan, as amended and restated effective immediately prior to the completion of the Company’s initial public offering or, solely with respect to equity awards outstanding as of the Effective Date, the equity plan and related award agreements pursuant to which such awards were granted.

(c)“Code” means the Internal Revenue Code of 1986, as amended.

7




(d)“Good Reason” shall exist if (i) the Company, without Your written consent (a) materially reduces Your authority, duties, or responsibilities from those applicable to You as of the Effective Date (including, following a Change in Control, any failure of the parent corporation of any controlled group of corporations that includes the Company, if the Company is not such parent corporation, to offer You a position with such parent corporation or a subsidiary thereof involving the same or substantially equivalent duties as Your then-current position with the Company), (b) materially reduces Your Base Salary or target annual cash bonus (excluding any reduction as part of an across-the-board reduction in base salaries and target annual bonuses of all Company executive officers so long as the percentage reduction in Your Base Salary and target annual cash bonus is not greater than the percentage reduction applicable to other executive officers, for the same period as the reduction in other executive officer’s reduction in salary and target annual cash bonus and, in the event such reduction is later mitigated for other executive officers, Your Base Salary and target annual cash bonus is then increased by the same percentage applicable to other executive officers), or (c) requires You to relocate to a place more than 50 miles from Wilmington, North Carolina to perform Your duties;
(ii) You provide written notice to the Company of such action within ninety (90) days of the occurrence thereof and provide the Company with thirty (30) days to remedy such action from the notice date (the “Cure Period”); (iii) the Company fails to remedy such action within the Cure Period; and (iv) You elect to resign within thirty (30) days of the expiration of the Cure Period.

(e)“Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect.

10.Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes any prior communications, agreements or understandings, whether oral or written, between You and the Company (including, without limitation, the Prior Agreement) relating to the subject matter of this Agreement. Other than the terms of this Agreement, no other representation, promise or agreement has been made with You to cause You to sign this Agreement.

11.Covenants Agreement. By execution of this Agreement, the Parties acknowledge the validity and effectiveness of the (i) Amended and Restated Non-Disclosure, Restrictive Covenants and Assignment of Inventions Agreement, and (ii) Acknowledgement and Agreement (collectively, the “Covenants Agreement”) entered into by You with the Company. Notwithstanding anything in this Agreement or any other agreement to the contrary, You understand that nothing contained in this Agreement or any other agreement limits Your ability to report possible violations of law or regulation to or file a charge or complaint with the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission or regulatory authority (collectively, “Government Agencies”). You further understand that neither this Agreement nor any other Agreement limits Your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including

8




providing documents or other information, without notice to the Company. Furthermore (i) You shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (ii) if You file a lawsuit for retaliation by the Company for reporting a suspected violation of law, You may disclose a trade secret to Your attorney and use the trade secret information in the court proceeding, if You file any document containing the trade secret under seal and do not disclose the trade secret except pursuant to court order.

12.Governing Law, Jurisdiction and Venue. The laws of the State of North Carolina will govern this Agreement. If North Carolina's conflict of law rules would apply another state’s laws, the Parties agree that North Carolina law will still govern. You agree that any claim arising out of or relating to this Agreement will be brought exclusively in a state or federal court of competent jurisdiction in North Carolina. You consent to the personal jurisdiction of the state and/or federal courts located in North Carolina. You waive (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.

13.Waiver. The Company’s failure to enforce any provision of this Agreement will not act as a waiver of that or any other provision. The Company’s waiver of any breach of this Agreement will not act as a waiver of any other breach.

14.Severability. The provisions of this Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions will remain in full force and effect.

15.Amendments. This Agreement may not be amended or modified except in writing signed by both Parties.

16.Successors and Assigns. This Agreement will be assignable to, and will inure to the benefit of, the Company's successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of the Company’s stock or assets, and will be binding upon You and Your heirs and assigns. You may not assign, delegate or otherwise transfer any of Your rights, interests or obligations in this Agreement without the prior written approval of the Company.

17.Survival. Sections 4, 5, and 7 through 23, and such other provisions hereof as may so indicate shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Term.

18.Notices. Any notice provided for in this Agreement must be in writing and will be deemed validly given (i) on the date it is actually delivered by personal delivery of such notice, (ii) one (1) business day after its deposit in the custody of Federal Express or other reputable courier service regularly providing evidence of delivery (with next business day

9




delivery charges paid by the Party sending the notice), or (iii) three (3) business days after its deposit in the custody of the U.S. mail, certified or registered postage prepaid, return receipt requested, or (iv) one (1) business day after transmission by facsimile or a PDF or similar attachment to an email, provided that such facsimile or email attachment shall be followed within one (1) business day by delivery of such notice pursuant to clause (i), (ii) or (iii) above. Any such notice to a Party shall be addressed at the address set forth below (subject to the right of a Party to designate a different address for itself by notice similarly given):

If to the Company:

nCino, Inc.
6770 Parker Farm Drive, Suite 300
Wilmington, NC 28405
Attention: Chair of the Compensation Committee If to You:
At the most recent address on file with the Company

19.Reserved.

20.No Conflict. You represent and warrant that You are not bound by any employment contract, restrictive covenant, or other restriction preventing You from carrying out Your responsibilities for the Company, or which is in any way inconsistent with the terms of this Agreement. You further represent and warrant that You shall not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

21.Clawbacks. The payments to You pursuant to this Agreement are subject to forfeiture or recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy or provision that the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

22.Company Policies. You shall be subject to additional Company policies as they may exist from time-to-time, including policies regarding trading of securities.

23.Section 409A. The Parties intend that this Agreement and the payments made hereunder will be exempt from, or if not so exempt, comply with, the requirements of Section 409A, and shall be interpreted and construed consistently with such intent. Without limiting the foregoing, the separation payments and benefits to You pursuant to Section 4(d) and Section 4(e) this Agreement are intended to be exempt from Section 409A to the maximum extent possible, as short-term deferrals pursuant to Treasury Regulation §1.409A-1(b)(4) or payments made pursuant to a separation pay plan pursuant to Treasury Regulation §1.409A-1(b)(9). Each

10




amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. To the extent any amounts under this Agreement are payable by reference to Your “termination of employment,” such term and similar terms shall be deemed to refer to Your “separation from service,” within the meaning of Section 409A (after giving effect to the presumptions contained therein) with respect to any payments that are subject to Section 409A. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Your execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if You are a specified employee (within the meaning of Section 409A) as of the date of Your separation from service, each such payment that is payable upon Your separation from service and would have been paid prior to the six- month anniversary of Your separation from service, shall be delayed until the earlier to occur of
(A) the first day of the seventh month following Your separation from service or (B) the date of Your death. You hereby agree to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A. Any reimbursement payable to You pursuant to this Agreement shall be conditioned on the submission by You of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to You within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which You incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. To the extent that any amount payable hereunder is deemed to be a substitute for a payment provided under another agreement with You, then the amount payable hereunder shall be paid at the same time and in the same form as such substituted payment to the extent required to comply with Section 409A. In the event the terms of this Agreement would subject You to taxes or penalties under Section 409A (“409A Penalties”), the Company and You shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible, but in no event will the Company be liable for any additional tax, interest or penalties that may be imposed on You under Section 409A or any damages because a payment pursuant to this Agreement was determined to not be in compliance with Section 409A.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.




11



nCino, Inc.
By:/s/ David Rudow
Name:David Rudow
Title:Chief Financial Officer
/s/ April Rieger
April Rieger
12
 EX-10.9 5 exhibit109employmentagreem.htm EX-10.9 Document
Exhibit 10.9
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between SimpleNexus, LLC, a Utah limited liability company (the “Company”) and a wholly owned, indirect subsidiary of nCino, Inc., a Delaware corporation (the “Parent”), and Matt Hansen (“You” or “Your”) (each, a “Party” and collectively, the “Parties”), is entered into and effective as of January 7, 2022 (the “Effective Date”).

WHEREAS, the Company desires to employ You in the capacity described below, on the terms and conditions, and subject to the rights of termination hereinafter set forth, and You are willing to accept the employment on such terms and conditions; and

WHEREAS, as a condition to and as consideration for the Company’s entry into this Agreement, including the severance benefits provided hereunder, You desire and agree to enter into the Non-Disclosure, Restrictive Covenants and Assignment of Inventions Agreement as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, the Parties agree as follows:

1.At-Will Employment. This Agreement does not create a contract for employment for a definite period or a contract for any particular benefits. Your employment with the Company shall be and remain at all times an at-will relationship. This means that at either Your option or the Company’s option, Your employment may be terminated at any time, with or without Cause, and with or without notice. The period from the Effective Date through the date of the termination of Your employment hereunder is referred to herein as the “Term.”

2.Positions and Authority. You shall serve in the position of Founder of the Company, or in such other positions as the Parties may agree, reporting to Cathleen Schreiner Gates. You agree to serve in the officer positions referred to in this Section 2, and to perform diligently and to the best of Your abilities the duties and services pertaining to such offices as set forth in the organizational documents of the Company, as well as such additional duties and services appropriate to such offices that the Parties may agree upon from time to time. Upon the Effective Date, Your principal place of work shall be located in Lehi, UT, subject to business travel as reasonably necessary in the performance of Your duties for the Company.

During the Term, You shall devote Your full business time and efforts to the business and affairs of the Company, Parent and their subsidiaries, provided that You shall be entitled to serve on civic, charitable, educational, religious, public interest or public service boards, and to manage Your personal and family investments, in each case, to the extent such activities do not materially interfere with the performance of Your duties and responsibilities hereunder. You shall not become a director of any for profit entity without first receiving the approval of the Nominating and Corporate Governance Committee of the Board of Directors of the Parent
(the “Board”), such approval not to be unreasonably withheld.


3.Compensation and Benefits.

(a)Base Salary. As compensation for Your performance of Your duties hereunder, Company shall pay to You an initial Base Salary of $262,500.00 per year, payable in accordance with the normal payroll practices of the Company. The Base Salary shall be reviewed annually in good faith for increases but not decreases based upon the Company’s and Your performance and the Company’s pay philosophy. The term “Base Salary” shall refer to the Base Salary as may be in effect from time to time in accordance herewith.

(b)Annual Incentive Compensation. During the Term, You shall be eligible to participate in the annual cash bonus program maintained for similarly situated employees of the Company (the “Annual Incentive Program”), with an initial target annual bonus opportunity equal to 40% of Base Salary. The actual amount of the annual bonus earned by and payable to You for any year or portion of a year, as applicable, shall be determined upon the satisfaction of goals and objectives established by the Company, and shall be subject to such other terms and conditions of the Annual Incentive Program as in effect from time to time for similarly situated employees of the Company. Each bonus paid under the Annual Incentive Program shall be paid to You at the same time bonuses under the Annual Incentive Program are paid to similarly situated employees of the Company and no later than two and a half months following the fiscal year in which the bonus is earned. Except as provided in Section 4, Your right to a bonus under the Annual Incentive Program is subject to Your continued employment with the Company through the applicable payment date of the bonus.

(c)Equity Incentive Program. During the Term, You shall be eligible to participate in the equity incentive program maintained for similarly situated employees of the Company (the “Equity Incentive Program”), with an Equity Incentive Program target opportunity and equity vehicles determined by the Compensation Committee of the Board (the “Compensation Committee”) or its delegate for each year of participation thereunder.

(d)Employee Benefits and Perquisites. During the Term, You shall be entitled to receive all employee benefits and perquisites of employment generally available to similarly situated employees of the Company, upon Your satisfaction of the eligibility or participation criteria therefor. The Parent and the Company reserve the right to modify or terminate employee benefits and perquisites in accordance with the terms and conditions of the applicable plan or arrangement.

(e)Business Expenses. Subject to Section 22, You shall be reimbursed for reasonable travel and other expenses incurred in the performance of Your duties on behalf of the Company in a manner consistent with the Company’s policies regarding such reimbursements, as may be in effect from time to time.

4.Compensation Upon Termination. Subject to the terms and conditions of this Agreement:

(a)Death. If Your employment with the Company (or any of its affiliates) is terminated as a result of Your death, the Company shall pay Your estate, or as may be directed by the legal representatives of Your estate, (i) (x) Your Base Salary due through the date of
2

termination, (y) Your annual cash bonus for a completed fiscal year that remains unpaid as of the time of such termination, and (z) any other accrued, vested benefits to which you may be entitled pursuant to the terms of employee benefit plans, and (ii) a pro rata portion of Your annual cash bonus for the fiscal year of termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to similarly situated employees of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned).

(b)Disability. If Your employment with the Company (or any of its affiliates) is terminated by the Company as a result of You being substantially unable to perform the essential functions of Your then-current position with the Company (or any of its affiliates) by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for three (3) consecutive months (provided that until such termination, You shall continue to receive Your then-current compensation and benefits, reduced by any benefits payable to You under any disability insurance policy or plan applicable You), the Company shall pay You (i) (x) Your Base Salary due through the date of termination, (y) Your annual cash bonus for a completed fiscal year that remains unpaid as of the time of such termination, and
(z) any other accrued, vested benefits to which you may be entitled pursuant to the terms of employee benefit plans, and (ii) a pro rata portion of Your annual cash bonus for the fiscal year of termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to similarly situated employees of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned); provided, that payments so made to You with respect to any period that You are substantially unable to perform the essential functions of Your then- current position with the Company (or any of its affiliates) by reason of illness, physical or mental illness or other similar incapacity shall be reduced by the sum of the amounts, if any, payable to You by reason of such disability, at or prior to the time of any such payment, under any disability insurance policy or benefit plan and which amounts have not previously been applied to reduce any such payment.

(c)Termination by the Company for Cause or by You without Good Reason. If the Company (or any of its affiliates) terminates Your employment for Cause or You terminate Your employment for any reason other than Good Reason, the Company shall pay You Your Base Salary due through the date of termination and any other accrued, vested benefits to which You may be entitled pursuant to the terms of employee benefit plans, and shall have no further obligations to You.

(d)Termination by the Company without Cause or by You for Good Reason. If the Company (or any of its affiliates) terminates Your employment without Cause or if you terminate Your employment for Good Reason, then the Company shall:

(A)pay You (i) (x) Your Base Salary due through the date of termination, (y) Your annual cash bonus for a completed fiscal year that remains unpaid as of the time of such termination, and (z) any other accrued, vested benefits to which you may be entitled pursuant to the terms of employee benefit plans, (ii) an amount equal to fifty percent (50%) of
3

Your then-current annual Base Salary, such amount paid in accordance with the normal payroll practices of the Company during the six (6) month period commencing on Your date of termination (the “Severance Period”), with the first installment paid within sixty (60) days following Your termination of employment and such first installment including such amounts as would have otherwise been paid during the period beginning on the date of Your termination of employment and ending on such payment date, and (iii) a pro rata portion of Your annual cash bonus for the fiscal year of termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to similarly situated employees of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned); provided, however, that if the conditions of Section 5 have not been met upon the date(s) that any payment is or payments are due pursuant to clauses (ii) and (iii) under this Section 4(d)(A), such payment(s) will not be made upon the date specified above, and such withheld payment(s) will instead be made, subject to Section 22, on the first payroll date following the effective date of the Separation & Release Agreement; and

(B)reimburse You, on a monthly basis, for any COBRA premiums You pay for You and any of Your dependents during the Severance Period (less the amount of any premium amount that would have been payable by You for such coverage, if any, if You had been actively employed by the Company), if and to the extent You and/or Your eligible dependents are entitled to and elect COBRA continuation coverage under the Company’s major medical group plan in which You and/or Your dependents participated immediately prior to the date of termination, provided, however, that (i) notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply, (ii) payments pursuant to this Section 4(d)(B) shall cease earlier than the expiration of the Severance Period if You become eligible to receive health benefits pursuant to a plan maintained by a subsequent employer, including through a spouse’s employer, during such period, and You shall promptly notify the Company of Your becoming eligible for such coverage, (iii) amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to You or the Company under either Code §105(h) or the Patient Protection and Affordable Care Act of 2010 and (iv) if the conditions of Section 5 have not been met upon the date(s) that any reimbursement is or reimbursements are due pursuant to this Section 4(d)(B), such reimbursement(s) will not be made until the conditions of Section 5 have been met, and any such withheld reimbursement(s) will instead be made, subject to Section 22, on the first payroll date following the effective date of the Separation & Release Agreement.

5.Release Obligations; No Other Severance. The Company’s obligation to pay You the separation payments set forth in Section 4(d) (excluding Your Base Salary due through the date of termination and any other accrued, vested benefits to which you may be entitled pursuant to the terms of employee benefit plans) shall be conditioned upon Your execution and non- revocation, within the timeframe specified by the Company (but no later than fifty two (52) days following Your date of termination), and compliance with, a valid and binding separation and release agreement (the “Separation & Release Agreement”) in the Company’s customary form (which form will not include any additional post-termination non-compete and non-solicit provisions). You hereby acknowledge and agree that, other than the severance payments and
4

benefits described in this Agreement, upon the effective date of the termination of Your employment, You shall not be entitled to any other severance payments or benefits of any kind under any Company benefit plan, severance policy generally available to the Company’s employees or otherwise and all of Your other rights to compensation shall end as of such date, except as set forth in this Agreement. You shall not be required to mitigate the amount of any payment or benefit provided pursuant to this Agreement by seeking other employment or otherwise, and except as provided in Section 4(d)(B) hereof, the amount of any payment or benefit provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Your other employment or otherwise.

6.Section 280G. Notwithstanding anything to the contrary in this Agreement, You expressly agree that if the payments and benefits provided for in this Agreement or any other payments and benefits which You have the right to receive from the Company and its affiliates (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the Payments shall be either (i) reduced (but not below zero) so that the present value of the Payments will be one dollar ($1.00) less than three times Your “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by You shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net after-tax result to You. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A and then reducing any Payments subject to Section 409A in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Compensation Committee or its designee in good faith, which determination will be conclusive and binding upon You and the Company for all purposes. In making such determination, the Compensation Committee or its designee may engage the services of accountants or other professional advisors, and may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code (including but not limited to Sections 280G and 4999). If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Your base amount, then You shall immediately repay such excess to the Company.

7.Withholding. All payments made pursuant to this Agreement will be subject to applicable withholdings, including such federal, state, and local income and payroll taxes as the Company determines are required to be withheld pursuant to applicable law.

8.Definitions.

(a)“Cause” means (i) the indictment or conviction of, or plea of “guilty” or “no contest” to, a felony or a crime involving moral turpitude (excluding a traffic violation not involving any period of incarceration) or the commission of any other act or omission involving dishonesty or fraud by You or at Your direction with respect to, and materially adversely affecting the business affairs of, the Company or any of its affiliates or any of their customers or suppliers, (ii) conduct tending to bring the Company or any of its affiliates into substantial public
5


disgrace or disrepute that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliates, (iii) substantial and repeated failure or refusal to perform duties of the office held by You as reasonably directed by the Company (other than any such failure resulting from Your incapacity due to injury or illness), and such failure is not cured within thirty (30) days after You receive written notice thereof from the Company that specifically identifies the manner in which the Company believes You have not substantially performed Your duties, (iv) gross negligence or willful misconduct with respect to the Company or any of its affiliates that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliate, or (v) any material breach of the policies of the Company or any of its affiliates that are applicable to you (as set forth in the manuals or statements of policy of the Company or the applicable affiliate and made available to You), this Agreement or the Covenants Agreement (defined below), and, in the case of clause (v), such failure is not cured within thirty (30) days after You receive written notice thereof from the Company that specifically identifies the manner in which the Company believes You have committed any such material breach. For purposes of this provision, no act or failure to act on Your part shall be considered “willful” unless it is done, or omitted to be done, by You in bad faith or without reasonable belief that Your action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or the board of the Company or based upon advice of counsel for the Parent shall be conclusively presumed to be done, or omitted to be done, by You in good faith and in the best interests of the Company. If, within thirty (30) days subsequent to Your termination for any reason, it is discovered that Your employment could have been terminated for Cause, as determined by the Board in good faith, Your employment will be deemed to have been terminated for Cause for all purposes under this Agreement, You will be required to disgorge to the Company all amounts received by You pursuant to Section 4 of this Agreement on account of such termination that would not have been payable to You had such termination been by the Company for Cause, and the Company (and its affiliates) will be released from any further obligation to provide You with any separation payments or benefits of any kind.

(b)“Code” means the Internal Revenue Code of 1986, as amended.

(c)“Good Reason” shall exist if (i) the Company, without Your written consent (a) materially reduces Your authority, duties, or responsibilities from those applicable to You as of the Effective Date (including, following a change in control of the Company, any failure of the parent corporation of any controlled group of corporations that includes the Company, if the Company is not such parent corporation, to offer You a position with such parent corporation or a subsidiary thereof involving the same or substantially equivalent duties as Your then-current position with the Company), other than any such reduction that occurs as a direct result of the integration of the Company into the Parent, (b) materially reduces Your Base Salary or target annual cash bonus (excluding any reduction as part of an across-the-board reduction in base salaries and target annual bonuses of all similarly situated employees of the Company so long as the percentage reduction in Your Base Salary and target annual cash bonus is not greater than the percentage reduction applicable to similarly situated employees of the Company, for the same period as the reduction in such other employees’ reduction in salary and target annual cash bonus and, in the event such reduction is later mitigated for similarly situated employees of the Company, Your Base Salary and target annual cash bonus is then increased by
6

the same percentage applicable to similarly situated employees of the Company), or (c) requires You to relocate to a place more than fifty (50) miles from the location of Your then-current principal place of employment to perform Your duties; (ii) You provide written notice to the Company of such action within ninety (90) days of the occurrence thereof and provide the Company with thirty (30) days to remedy such action from the notice date (the “Cure Period”);
(iii) the Company fails to remedy such action within the Cure Period; and (iv) You elect to resign within thirty (30) days of the expiration of the Cure Period.

(d)“Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect.

9.Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes any prior communications, agreements or understandings, whether oral or written, between You and the Company or the Parent relating to the subject matter of this Agreement. Other than the terms of this Agreement, no other representation, promise or agreement has been made with You to cause You to sign this Agreement.

10.Covenants Agreement. By execution of this Agreement, the Parties acknowledge the validity and effectiveness of the Non-Disclosure, Restrictive Covenants and Assignment of Inventions Agreement (the “Covenants Agreement”) entered into by You with the Company and the Parent as a condition to this Agreement. Notwithstanding anything in this Agreement or any other agreement to the contrary, You understand that nothing contained in this Agreement or any other agreement limits Your ability to report possible violations of law or regulation to or file a charge or complaint with the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission or regulatory authority (collectively, “Government Agencies”). You further understand that neither this Agreement nor any other Agreement limits Your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Furthermore (i) You shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (ii) if You file a lawsuit for retaliation by the Company for reporting a suspected violation of law, You may disclose a trade secret to Your attorney and use the trade secret information in the court proceeding, if You file any document containing the trade secret under seal and do not disclose the trade secret except pursuant to court order.

11.Governing Law, Jurisdiction and Venue. The laws of the State of Utah will govern this Agreement. If Utah’s conflict of law rules would apply another state’s laws, the Parties agree that Utah law will still govern. You agree that any claim arising out of or relating to this Agreement will be brought exclusively in a state or federal court of competent jurisdiction in Utah. You consent to the personal jurisdiction of the state and/or federal courts located in Utah.

7

You waive (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.

12.Waiver. The Company’s failure to enforce any provision of this Agreement will not act as a waiver of that or any other provision. No waiver of any breach of this Agreement by either Party will act as a waiver of any other breach unless such waiver specifically states that it is to be construed as a continuing waiver.

13.Severability. The provisions of this Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions will remain in full force and effect.

14.Amendments. This Agreement may not be amended or modified except in writing signed by both Parties.

15.Successors and Assigns. This Agreement will be assignable to, and will inure to the benefit of, the Company’s successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of the Company’s stock or assets, and will be binding upon You and Your heirs and assigns. You may not assign, delegate or otherwise transfer any of Your rights, interests or obligations in this Agreement without the prior written approval of the Company.

16.Survival. Sections 4 through 21, and such other provisions hereof as may so indicate shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Term to the extent necessary to give effect thereto.

17.Notices. Any notice provided for in this Agreement must be in writing and will be deemed validly given (i) on the date it is actually delivered by personal delivery of such notice,
(ii) one (1) business day after its deposit in the custody of Federal Express or other reputable courier service regularly providing evidence of delivery (with next business day delivery charges paid by the Party sending the notice), or (iii) three (3) business days after its deposit in the custody of the U.S. mail, certified or registered postage prepaid, return receipt requested, or (iv) one (1) business day after transmission by facsimile or a PDF or similar attachment to an email, provided that such facsimile or email attachment shall be followed within one (1) business day by delivery of such notice pursuant to clause (i), (ii) or (iii) above. Any such notice to a Party shall be addressed at the address set forth below (subject to the right of a Party to designate a different address for itself by notice similarly given):

If to the Company:

SimpleNexus, LLC c/o nCino, Inc.
6770 Parker Farm Drive, Suite 300
Wilmington, NC 28405 Attention: General Counsel

If to You:
8

At the most recent address on file with the Company

18.No Conflict. You represent and warrant that You are not bound by any employment contract, restrictive covenant, or other restriction preventing You from carrying out Your responsibilities for the Company or the Parent, or which is in any way inconsistent with the terms of this Agreement. You further represent and warrant that You shall not disclose to the Company or the Parent or induce the Company or the Parent to use any confidential or proprietary information or material belonging to any previous employer or others.

19.Indemnification. While serving as an executive officer of the Company, the Company agrees that it shall indemnify You and provide You with Directors & Officers liability insurance coverage to the same extent that it indemnifies and/or provides such insurance coverage to board members and other similarly situated officers of the Company.

20.Clawbacks. The payments to You pursuant to this Agreement are subject to forfeiture or recovery by the Parent or the Company or other action pursuant to any clawback or recoupment policy which the Parent or the Company may adopt from time to time, including without limitation any such policy or provision that the Parent or the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

21.Company Policies. You shall be subject to additional Company and Parent policies as they may exist from time-to-time and made available to You, including policies regarding trading of securities.

22.Section 409A. The Parties intend that this Agreement and the payments made hereunder will be exempt from, or if not so exempt, comply with, the requirements of Section 409A, and shall be interpreted and construed consistently with such intent. Without limiting the foregoing, the separation payments and benefits to You pursuant to Section 4(d) and Section 4(e) of this Agreement are intended to be exempt from Section 409A to the maximum extent possible, as short-term deferrals pursuant to Treasury Regulation §1.409A-1(b)(4) or payments made pursuant to a separation pay plan pursuant to Treasury Regulation §1.409A-1(b)(9). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. To the extent any amounts under this Agreement are payable by reference to Your “termination of employment,” such term and similar terms shall be deemed to refer to Your “separation from service,” within the meaning of Section 409A (after giving effect to the presumptions contained therein) with respect to any payments that are subject to Section 409A. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Your execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if You are a specified employee (within the meaning of Section 409A) as of the date of Your separation from service, each such payment that is payable upon Your separation from service and would have been paid prior to the six-month anniversary of Your separation from service, shall be delayed until the earlier to occur of (A) the first day of the

9

seventh month following Your separation from service or (B) the date of Your death. You hereby agree to be bound by the Parent’s determination of its “specified employees” (as such term is defined in Section 409A) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A. Any reimbursement payable to You pursuant to this Agreement shall be conditioned on the submission by You of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to You within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which You incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. To the extent that any amount payable hereunder is deemed to be a substitute for a payment provided under another agreement with You, then the amount payable hereunder shall be paid at the same time and in the same form as such substituted payment to the extent required to comply with Section 409A. In the event the terms of this Agreement would subject You to taxes or penalties under Section 409A (“409A Penalties”), the Company and You shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible, but in no event will the Company, Parent or any of their affiliates be liable for any additional tax, interest or penalties that may be imposed on You under Section 409A or any damages because a payment pursuant to this Agreement was determined to not be in compliance with Section 409A.

[Signature Page Follows]
10






IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

SimpleNexus, LLC
By:/s/ Pierre Naudé
Name:Pierre Naudé
Title:Chief Executive Officer
/s/ Matt Hansen
Matthew Hansen







































[Signature Page to Employment Agreement]


 EX-10.25 6 exhibit1025firstamendmentt.htm EX-10.25 Document
Exhibit 10.25
FIRST AMENDMENT TO OFFICE LEASE
    THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into effective as of March 20, 2023 (the “Amendment Date”) by and between Cloud Real Estate Holdings, LLC, a North Carolina limited liability company (“Landlord”), and nCino, Inc., a Delaware corporation (“Tenant”), upon the terms and conditions hereinafter set forth.
Recitals
A.Landlord and Tenant entered into that certain Office Lease dated effective April 5, 2021 (the “New Building Lease”) for construction of certain premises now completed and located at 6760 Parker Farm Drive, Wilmington, North Carolina (as more particularly described therein, the “Premises”). For the purposes of this Amendment, the term “Lease” shall mean the New Building Lease as modified by this Amendment.
B.The Commencement Date of the New Building Lease occurred upon Landlord’s receipt of a temporary certificate of occupancy for the New Building, on October 24, 2022 (such date also referred to in the Lease as the New Building Completion Date).
C.As a result of the occurrence of the New Building Completion Date, the parties desire to simplify references in the Lease to certain key dates, on the terms and conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.Incorporation of Recitals. The foregoing recitals are incorporated herein by reference.
2.Landlord Development. The first sentence of Section 33.03 of the Lease (captioned “Right to Construct Additional Improvements”) is hereby replaced with the following: “From and after November 30, 2026, Landlord shall have the right (whether via subdivision, condominium, ground lease or other legal means) to divide Property for further development or for separate ownership of its component parts (each, “Landlord Development”).”
3.Exhibit E. Exhibit E to the Lease is hereby deleted and replaced in its entirety with that Exhibit E attached to this Amendment.
4.Definitions. Capitalized terms used by not defined in this Amendment have the meanings given in the Lease.
5.Authority. Each of Landlord and Tenant represents and warrants to the other that the individual executing this Amendment on such party’s behalf is authorized to do so.
6.Miscellaneous. The recitals to this Amendment are incorporated into the body of this Amendment by reference. Except as modified by this Amendment, all of Landlord's and Tenant's other rights, obligations and covenants with respect to the New Building Lease shall remain in full force and effect. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one document. To facilitate execution of this Amendment, the parties hereto may execute and exchange, by telephone facsimile or electronic mail PDF, counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Amendment to physically form one document. In the event any term or provision of this Amendment is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed or deleted as such authority determines, and the remainder of this Amendment shall remain in full force and effect.
[The remainder of this page is intentionally left blank.]

First Amendment to Office Lease (New Building)        
Page 1

    IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Amendment Date.

TENANT:
nCino, Inc.
a Delaware corporation
By:    /s/ Pierre Naudé
Name:    Pierre Naudé
Title:    President

LANDLORD:
Cloud Real Estate Holdings, LLC
a North Carolina limited liability company
By:    /s/ Raiford Trask, III
Name:    Raiford Trask, III
Title:    Manager


First Amendment to Office Lease (New Building)        
Signature Page

EXHIBIT E

Purchase Option and Right of First Offer
1.    Right of First Offer. Landlord hereby grants Tenant a right of first offer to purchase the Property on the terms and conditions set forth in this Section 1 (“Right of First Offer”). If, on or prior to November 30, 2026, Landlord shall desire to market the Property or otherwise solicit an offer to purchase the Property (a “ROFO Sale Offering”), then Landlord shall not make any ROFO Sale Offering without first delivering to Tenant a written notice of the ROFO Sale Offering (the “ROFO Notice”). The ROFO Notice shall include the material terms of the ROFO Sale Offering, including the proposed purchase price (the “ROFO Purchase Price”). For thirty (30) days following receipt of the ROFO Notice, TIME BEING OF THE ESSENCE, Tenant shall have the right to elect, by written notice to the Landlord (a “ROFO Exercise Notice”), to purchase the Property on the material terms set forth in the ROFO Notice. If Tenant fails to deliver a ROFO Exercise Notice within such thirty (30)-day period, then Landlord may thereafter attempt to sell (and sell) the Property at a purchase price and on other terms and conditions relevant to the economic consideration for the transaction, that, considered as a whole, are not less than 90% of the ROFO Purchase Price and other terms and conditions relevant to the economic consideration for the transaction set forth in the ROFO Notice, considered as a whole. The period prior to the ROFO closing date, including any due diligence inspections, and the closing under the Right of First Offer shall be conducted in accordance with the terms of the ROFO Sale Offering. Notwithstanding the ROFO Sale Offering terms, Landlord shall convey good and marketable fee simple title to the Property to Tenant by special warranty deed and related documents of conveyance typical of a North Carolina commercial real estate closing, subject only to the permitted exceptions as of Landlord’s acquisition of the Property, ad valorem taxes and assessments for the then current calendar year and subsequent years, matters of zoning, matters that would be revealed by a current survey, utility easements granted in connection with the development of the Property and any amendments to any declarations of covenants conditions and restrictions applicable to the Property that either were entered into without Landlord’s consent or were approved by Tenant before being entered into by Landlord and other exceptions to title that do not materially interfere with the use of the Property as an office building (collectively, “Permitted Exceptions”). To the extent that any material terms are not addressed in the ROFO Sale Offering, the customary practices of commercial real estate closings in North Carolina shall apply; provided, however, that (a) except for the deed warranties, any conveyance of the Property to Tenant pursuant to this Section 1 will be on an as-is, where-is, with-all-faults basis, without further representation or warranty of any kind, express or implied, and (b) it will be a condition of any such sale that the Lease be terminated effective upon closing. Time is of the essence as to this Section 1. Upon the occurrence of an Event of Default under the Lease at any time prior to issuance of a ROFO Exercise Notice this Section 1 shall automatically become null and void. If an Event of Default occurs under the Lease after issuance of a ROFO Exercise Notice and prior to closing of the conveyance of the Property pursuant thereto, this Section 1 shall be voidable at Landlord’s option, exercisable upon written notice to Tenant. The rights granted to Tenant under this Section 1 are personal to the originally named Tenant and may not be assigned to any party other than a Permitted Transferee. Notwithstanding the foregoing, the provisions of this Section 1 shall not apply to any foreclosure sale or conveyance in lieu of foreclosure but shall be reinstated with respect to the succeeding owner(s) of the Property on the terms and conditions set forth above.
First Amendment to Office Lease (New Building)        
Exhibit E, Page 1

2.    Option to Purchase. Landlord hereby grants to Tenant a one-time right and option (the “Purchase Option”) to purchase the Property from the Landlord upon the terms and conditions set forth below in this Section 2. Tenant may exercise the Purchase Option by giving Landlord ninety (90) days advance written notice of its election to exercise the Purchase Option (the “Option Notice”). The Option Notice must be given no later than November 30, 2026, TIME BEING OF THE ESSENCE, otherwise the Purchase Option shall automatically become null and void. Closing shall occur on the ninetieth (90th) day after the date Tenant gives the Option Notice. The additional terms and provisions of the Purchase Option are set forth below.
(a)    The purchase price for the Property pursuant to the Purchase Option (the “Option Price”) shall be determined as follows and shall be payable to Landlord without deduction or offset in immediately available United States funds upon closing of the Purchase Option:
(i)    if the Option Notice is given on or before April 30, 2024, then the Option Price shall be equal to the greater of:
(A) the gross purchase price necessary to ensure that Landlord receives an Internal Rate of Return of 18%; or
(B) the gross purchase price necessary to ensure that Landlord receives an Equity Multiple Return of 1.9x.
(ii)    if the Option Notice is given after April 30, 2024 and on or before November 30, 2026, then the Option Price shall be equal to the greater of:
(A) the gross purchase price necessary to ensure that Landlord receives an Internal Rate of Return of 20%; or
(B) the gross purchase price necessary to ensure that Landlord receives an Equity Multiple Return of 1.9x.
(iii)    Notwithstanding clauses (i) and (ii) above, if the Option Notice is given after a conveyance of the Property by Cloud Real Estate Holdings, LLC and on or before November 30, 2026, then the Option Price shall be equal to the greater of:
(A) the Fair Market Value of the Property as of the Commencement Date; or
(B) the quotient of (x) the sum of one year of Basic Rent under the Existing Building Lease at the rate in effect as of closing of the Purchase Option plus one year of Basic Rent under the Lease at the rate in effect as of closing of the Purchase Option, divided by (y) the Fair Market Capitalization Rate as of the Commencement Date.
First Amendment to Office Lease (New Building)        
Exhibit E, Page 2

    As used in this Exhibit E:
•The term “Fair Market Value” means the fair market value of the Property as of the applicable date. If Landlord and Tenant are unable to mutually agree in writing upon the Fair Market Value within fifteen (15) days after the Landlord’s receipt of Tenant’s Option Notice, then the Fair Market Value shall be determined using the income approach consistent with commercial office buildings of similar age and condition in the Wilmington area by an appraiser mutually agreed upon by Landlord and Tenant or, if they cannot mutually agree on one appraiser, then by three appraisers holding the earned designation “MAI” and having at least five years’ experience in appraising commercial real estate in the Wilmington, North Carolina area, one appraiser to be selected by Tenant, one appraiser to be selected by Landlord, and the third appraiser to be selected by the other two appraisers. Each appraiser shall furnish its initial determination within ten (10) business days of its engagement and shall respond to the determinations of other appraisers within five (5) business days, in each instance. If the three appraisers are unable to agree upon the Fair Market Value, then each shall submit its written determination, and the Fair Market Value will be the average of the two closest appraisals. Tenant and Landlord each shall pay the cost of the appraiser it selects and the cost of the third appraiser shall be split equally between Landlord and Tenant.
•The term “Documented Development Fees and Costs” means all documented out of pocket costs and expenses incurred by Landlord in connection with the acquisition of the Property and this Lease, including without limitation: due diligence costs and expenses; fees and expenses paid to Landlord’s lenders; commissions; reasonable fees of attorneys, accountants and other professional consultants and advisors incurred in connection with the evaluation, negotiation, and closing of the acquisition of the Property, this Lease (including, to the extent applicable, the Parking Deck and the Existing Building Lease); closing costs; costs of procuring public and private permits, licenses and approvals; costs of design and construction; and operating expenses. Notwithstanding the foregoing, Documented Development Fees and Costs shall not include Expenses for which Landlord has received reimbursement under the Lease.
•The term “Internal Rate of Return” means the discount rate, using cumulative monthly compounding, at which the net present value of 40% of Landlord’s Documented Development Fees and Costs (regardless of actual equity contributions by Landlord) equals zero, calculated for each item of Documented Development Fees and Costs from the date such item was paid by Landlord. The calculation of Internal Rate of Return hereunder shall be made using the “XIRR” function of Microsoft Excel using monthly compounding.
•The term “Equity Multiple Return” means the quotient of (a) the sum of (i) Landlord’s net profits on the sale of the Property, after deducting as reasonable and documented closing and transactions costs incurred by Landlord, plus (ii) 40% of
First Amendment to Office Lease (New Building)        
Exhibit E, Page 3

Landlord’s Documented Development Fees and Costs (regardless of actual equity contributions by Landlord), divided by (b) 40% of Landlord’s Documented Development Fees and Costs (regardless of actual equity contributions to Landlord).
•The term “Fair Market Capitalization Rate” means the fair capitalization rate for the Property as of the applicable date. If Landlord and Tenant are unable to mutually agree in writing upon the Fair Market Capitalization Rate within fifteen (15) days after the Landlord’s receipt of Tenant’s Option Notice, then the Fair Market Capitalization Rate for the Wilmington area shall be determined by an appraiser mutually agreed upon by Landlord and Tenant or, if they cannot mutually agree on one appraiser, then by three appraisers holding the earned designation “MAI” and having at least five years’ experience in appraising commercial real estate in the Wilmington, North Carolina area, one appraiser to be selected by Tenant, one appraiser to be selected by Landlord, and the third appraiser to be selected by the other two appraisers. If the three appraisers are unable to agree upon the Fair Market Capitalization Rate, then each shall submit its written determination, and the Fair Market Capitalization Rate will be the average of the two closest appraisals. Each appraiser shall furnish its initial determination within ten (10) business days of its engagement and shall respond to the determinations of other appraisers within five (5) business days, in each instance. Tenant and Landlord each shall pay the cost of the appraiser it selects and the cost of the third appraiser shall be split equally between Landlord and Tenant.
(b)    Upon the closing of the Purchase Option, the parties shall execute an agreement terminating this Lease. The termination agreement shall provide that neither party shall waive or forfeit any rights arising under this Lease that accrued prior to the date of the closing of the sale of the Property.
(c)    The Property shall be conveyed and sold to Tenant in its “As-Is,” “Where-Is,” “With All Faults” condition and without any representation or warranty, express or implied, except for any express warranties contained in the special warranty deed to Tenant.
(d)    At the closing of the Purchase Option, Landlord shall execute, have acknowledged and delivered to Tenant: (i) a special warranty deed for the Property in recordable form, subject only to Permitted Exceptions and any other encumbrances consented to by Tenant or caused by Tenant, except that Landlord shall cause any monetary lien constituting a Permitted Encumbrance to be released upon the conveyance of the Property; (ii) a quitclaim bill of sale and assignment for all personal property of Landlord located at or used exclusively in connection with the Property; (iii) an owner affidavit and indemnity agreement in form and substance reasonably satisfactory to Tenant’s title company to insure without exception for mechanics and materialmen’s liens claiming by or through Landlord; (iv) an affidavit and certification as to Landlord’s non-foreign status; (v) such tax reporting and disclosure forms as may be necessary or advisable under applicable federal and state law; (vi) evidence of the authorization by Landlord of closing and the conveyance of the Property to Tenant; and (vii) a settlement statement setting for in reasonable detail the financial terms of the closing.
First Amendment to Office Lease (New Building)        
Exhibit E, Page 4

(e)    As this Lease provides that Tenant shall pay for ad valorem taxes, there will be no proration of taxes, but Tenant shall be entitled to a credit for estimated Taxes paid by Tenant to the extent Landlord has not yet paid such Taxes. Tenant shall pay the cost of its due diligence expenses, the cost to record the deed, and its title insurance premiums. Tenant shall also pay at closing of the Purchase Option: (i) unless the Option Price is determined pursuant to Section 2(a)(i)(A) or Section 2(a)(ii)(A) above, the outstanding unamortized cost of Capital Expenses (specifically including those added to Basic Rent pursuant to clause (y) of Section 1 of Exhibit B to the Lease) other than Excluded Capital Expenses; and (ii) any prepayment fees applicable to Landlord’s loan(s) not to not exceed one percent (1%) of the aggregate outstanding principal balance of such loan(s). Each party shall pay all legal fees incurred by such party in connection with the Purchase Option, the exercise thereof and any transfer of the Property pursuant to the Purchase Option. Otherwise, all closing costs shall be payable in accordance with the custom for commercial real estate transactions in North Carolina.
(f)    The earnest money deposit for the purchase of the Property shall be an amount equal to $300,000 (the “Earnest Money”) and shall be paid into escrow with Tenant’s title company on or before the date ten (10) business days following the exercise of the Purchase Option. Landlord and Tenant shall promptly execute such commercially reasonable escrow agreement as Tenant’s title company may require. Except for a default by Landlord of its obligation to sell the Property to Tenant in accordance with this Section 2, the Earnest Money shall in no event be refundable to Tenant. Upon a default by Tenant under this Section 2 that is not cured within five (5) business days after Landlord gives Tenant written notice specifying the default, the Purchase Option will be deemed null and void and the Earnest Money shall be paid to Landlord as liquidated damages and as its sole and exclusive remedy, and the Lease will nonetheless continue in full force and effect. Upon a default by Landlord under this Section 2 that is not cured within five (5) business days after Tenant gives Landlord written notice specifying the default, Tenant will be entitled to rescind the Option Notice and recover the Earnest Money or seek specific performance of Landlord’s obligations under this Section 2, as the Tenant’s sole and exclusive remedies for default by Landlord under this Section 2.
(g)    Time is of the essence as to this Section 2.
(h)    Upon the occurrence of an Event of Default under the Lease at any time prior to issuance of an Option Notice this Section 2 shall automatically become null and void. If an Event of Default occurs under the Lease after issuance of an Option Notice and prior to closing of the conveyance of the Property pursuant thereto, this Section 2 shall be voidable at Landlord’s option, exercisable upon written notice to Tenant.
(i)    The rights granted to Tenant under this Section 2 are personal to the originally named Tenant and may not be assigned to any party other than a Permitted Transferee
(j)    The provisions of this Section 2 are subordinate in all respects to the rights of Landlord’s mortgagees (including without limitation the beneficiary of a deed of trust) and shall be null and void upon a conveyance pursuant to, or in lieu of, a foreclosure by any such mortgagee.
First Amendment to Office Lease (New Building)        
Exhibit E, Page 5

    3.    Profits Interest. If on or before November 30, 2025, Landlord contracts to sell the Property, then at that closing, Tenant shall be entitled to 25% of the Landlord’s net profits after the deduction of all Transaction Costs and after Landlord has obtained an 18% Internal Rate of Return. If, between December 1, 2025 and November 30, 2027 (inclusive), Landlord contracts to sell the Property, then at that closing, Tenant shall be entitled to 25% of the Landlord’s net profits after the deduction of all Transactions Costs and after Landlord has obtained an 20% Internal Rate of Return. Notwithstanding the foregoing, in the event Tenant exercises the Purchase Option or the ROFO, Tenant shall not be entitled to any profit’s interest pursuant to this Section 3. For purposes of this Section 3, “Transaction Costs” means and all reasonably documented transaction costs, including but not limited to loan payoffs, prorations, adjustments, excise taxes, escrows, fees of escrow and closing agents, commissions and attorneys’ fees. The provisions of this Section 3 are subordinate in all respects to the rights of Landlord’s mortgagees (including without limitation the beneficiary of a deed of trust) and shall be null and void upon a conveyance pursuant to, or in lieu of, a foreclosure by any such mortgagee. For the avoidance of doubt, this Section 3 is duplicative of, and not in addition to, Tenant’s rights under Section 3 of Exhibit E to the Existing Building Lease.

First Amendment to Office Lease (New Building)        
Exhibit E, Page 6
 EX-10.26 7 exhibit1026thirdamendmentt.htm EX-10.26 Document
Exhibit 10.26
THIRD AMENDMENT TO OFFICE LEASE
THIS THIRD AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into effective as of March 20, 2023 (the “Amendment Date”) by and between Cloud Real Estate Holdings, LLC, a North Carolina limited liability company (“Landlord”), and nCino, Inc., a Delaware corporation (“Tenant”), upon the terms and conditions hereinafter set forth.
Recitals
A.Landlord and Tenant entered into that certain Office Lease dated effective November 29, 2020 (the “Existing Building Lease”), and that certain First Amendment to Office Lease dated effective January 27, 2021 (the “First Amendment”), and that certain Second Amendment to Office Lease dated effective April 5, 2021 (the “Second Amendment”), for certain premises located at 6770 Parker Farm Drive, Wilmington, North Carolina (as more particularly described therein, the “Premises”). For the purposes of this Amendment, the term “Lease” shall mean the Existing Building Lease as modified by the First Amendment, the Second Amendment, and this Amendment.
B.Landlord and Tenant also entered into that certain Office Lease dated effective on or about the Amendment Date (the “New Building Lease”), which lease is the New Building Lease contemplated by Section 33.02 of the Existing Building Lease. The term “New Building” shall mean the Building, as defined in the New Building Lease.
C.As a result of the completion of the New Building for purposes of the New Building Lease, Landlord and Tenant have agreed to amend the Lease on the terms and conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.Incorporation of Recitals. The foregoing recitals are incorporated herein by reference.
2.Landlord Development. The first sentence of Section 33.05 of the Lease (captioned “Right to Construct Additional Improvements”) is hereby replaced with the following: “From and after November 30, 2026, Landlord shall have the right (whether via subdivision, condominium, ground lease or other legal means) to divide Property for further development or for separate ownership of its component parts (each, “Landlord Development”).”
3.Exhibit E. Exhibit E to the Lease is hereby deleted and replaced in its entirety with that Exhibit E attached to this Amendment.
4.Definitions. Capitalized terms used by not defined in this Amendment have the meanings given in the Lease.
5.Authority. Each of Landlord and Tenant represents and warrants to the other that the individual executing this Amendment on such party’s behalf is authorized to do so.
6.Miscellaneous. The recitals to this Amendment are incorporated into the body of this Amendment by reference. Except as modified by this Amendment, all of Landlord's and Tenant's other rights, obligations and covenants with respect to the Existing Building Lease shall remain in full force and effect. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one document. To facilitate execution of this Amendment, the parties hereto may execute and exchange, by telephone facsimile or electronic mail PDF, counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Amendment to physically form one document. In the event any term or provision of this Amendment is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed or deleted as such authority determines, and the remainder of this Amendment shall remain in full force and effect.
[The remainder of this page is intentionally left blank.]
Third Amendment to Office Lease (Existing Building)        
Page 1

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Amendment Date.

TENANT:
nCino, Inc.
a Delaware corporation
By:    /s/ Pierre Naudé
Name:    Pierre Naudé
Title:    President

LANDLORD:
Cloud Real Estate Holdings, LLC
a North Carolina limited liability company
By:    /s/ Raiford Trask, III
Name:    Raiford Trask, III
Title:    Manager


Third Amendment to Office Lease (Existing Building)        
Signature Page

EXHIBIT E

Purchase Option and Right of First Offer
1.    Right of First Offer. Landlord hereby grants Tenant a right of first offer to purchase the Property on the terms and conditions set forth in this Section 1 (“Right of First Offer”). If, on or prior to November 30, 2026, Landlord shall desire to market the Property or otherwise solicit an offer to purchase the Property (a “ROFO Sale Offering”), then Landlord shall not make any ROFO Sale Offering without first delivering to Tenant a written notice of the ROFO Sale Offering (the “ROFO Notice”). The ROFO Notice shall include the material terms of the ROFO Sale Offering, including the proposed purchase price (the “ROFO Purchase Price”). For thirty (30) days following receipt of the ROFO Notice, TIME BEING OF THE ESSENCE, Tenant shall have the right to elect, by written notice to the Landlord (a “ROFO Exercise Notice”), to purchase the Property on the material terms set forth in the ROFO Notice. If Tenant fails to deliver a ROFO Exercise Notice within such thirty (30)-day period, then Landlord may thereafter attempt to sell (and sell) the Property at a purchase price and on other terms and conditions relevant to the economic consideration for the transaction, that, considered as a whole, are not less than 90% of the ROFO Purchase Price and other terms and conditions relevant to the economic consideration for the transaction set forth in the ROFO Notice, considered as a whole. The period prior to the ROFO closing date, including any due diligence inspections, and the closing under the Right of First Offer shall be conducted in accordance with the terms of the ROFO Sale Offering. Notwithstanding the ROFO Sale Offering terms, Landlord shall convey good and marketable fee simple title to the Property to Tenant by special warranty deed and related documents of conveyance typical of a North Carolina commercial real estate closing, subject only to the permitted exceptions as of Landlord’s acquisition of the Property, ad valorem taxes and assessments for the then current calendar year and subsequent years, matters of zoning, matters that would be revealed by a current survey, utility easements granted in connection with the development of the Property and any amendments to any declarations of covenants conditions and restrictions applicable to the Property that either were entered into without Landlord’s consent or were approved by Tenant before being entered into by Landlord and other exceptions to title that do not materially interfere with the use of the Property as an office building (collectively, “Permitted Exceptions”). To the extent that any material terms are not addressed in the ROFO Sale Offering, the customary practices of commercial real estate closings in North Carolina shall apply; provided, however, that (a) except for the deed warranties, any conveyance of the Property to Tenant pursuant to this Section 1 will be on an as-is, where-is, with-all-faults basis, without further representation or warranty of any kind, express or implied, and (b) it will be a condition of any such sale that the Lease be terminated effective upon closing. Time is of the essence as to this Section 1. Upon the occurrence of an Event of Default under the Lease at any time prior to issuance of a ROFO Exercise Notice this Section 1 shall automatically become null and void. If an Event of Default occurs under the Lease after issuance of a ROFO Exercise Notice and prior to closing of the conveyance of the Property pursuant thereto, this Section 1 shall be voidable at Landlord’s option, exercisable upon written notice to Tenant. The rights granted to Tenant under this Section 1 are personal to the originally named Tenant and may not be assigned to any party other than a Permitted Transferee. Notwithstanding the foregoing, the provisions of this Section 1 shall not apply to any foreclosure sale or conveyance in lieu of foreclosure but shall be reinstated with respect to the succeeding owner(s) of the Property on the terms and conditions set forth above.
Third Amendment to Office Lease (Existing Building)        
Exhibit E, Page 1

2.    Option to Purchase. Landlord hereby grants to Tenant a one-time right and option (the “Purchase Option”) to purchase the Property from the Landlord upon the terms and conditions set forth below in this Section 2. Tenant may exercise the Purchase Option by giving Landlord ninety (90) days advance written notice of its election to exercise the Purchase Option (the “Option Notice”). The Option Notice must be given no later than November 30, 2026, TIME BEING OF THE ESSENCE, otherwise the Purchase Option shall automatically become null and void. Closing shall occur on the ninetieth (90th) day after the date Tenant gives the Option Notice. The additional terms and provisions of the Purchase Option are set forth below.
(a)    The purchase price for the Property pursuant to the Purchase Option (the “Option Price”) shall be determined as follows and shall be payable to Landlord without deduction or offset in immediately available United States funds upon closing of the Purchase Option:
(i)    if the Option Notice is given on or before April 30, 2024, then the Option Price shall be equal to the greater of:
(A) the gross purchase price necessary to ensure that Landlord receives an Internal Rate of Return of 18%; or
(B) the gross purchase price necessary to ensure that Landlord receives an Equity Multiple Return of 1.9x.
(ii)    if the Option Notice is given after April 30, 2024 and on or before November 30, 2026, then the Option Price shall be equal to the greater of:
(A) the gross purchase price necessary to ensure that Landlord receives an Internal Rate of Return of 20%; or
(B) the gross purchase price necessary to ensure that Landlord receives an Equity Multiple Return of 1.9x.
(iii)    Notwithstanding clauses (i) and (ii) above, if the Option Notice is given after a conveyance of the Property by Cloud Real Estate Holdings, LLC and on or before November 30, 2026, then the Option Price shall be equal to the greater of:
(A) the Fair Market Value of the Property as of the Commencement Date; or
(B) the quotient of (x) the sum of one year of Basic Rent under the Lease at the rate in effect as of closing of the Purchase Option plus one year of Basic Rent under the New Building Lease at the rate in effect as of closing of the Purchase Option, divided by (y) the Fair Market Capitalization Rate as of the Commencement Date.
Third Amendment to Office Lease (Existing Building)        
Exhibit E, Page 2

    As used in this Exhibit E:
•The term “Fair Market Value” means the fair market value of the Property as of the applicable date. If Landlord and Tenant are unable to mutually agree in writing upon the Fair Market Value within fifteen (15) days after the Landlord’s receipt of Tenant’s Option Notice, then the Fair Market Value shall be determined using the income approach consistent with commercial office buildings of similar age and condition in the Wilmington area by an appraiser mutually agreed upon by Landlord and Tenant or, if they cannot mutually agree on one appraiser, then by three appraisers holding the earned designation “MAI” and having at least five years’ experience in appraising commercial real estate in the Wilmington, North Carolina area, one appraiser to be selected by Tenant, one appraiser to be selected by Landlord, and the third appraiser to be selected by the other two appraisers. Each appraiser shall furnish its initial determination within ten (10) business days of its engagement, and shall respond to the determinations of other appraisers within five (5) business days, in each instance. If the three appraisers are unable to agree upon the Fair Market Value, then each shall submit its written determination, and the Fair Market Value will be the average of the two closest appraisals. Tenant and Landlord each shall pay the cost of the appraiser it selects and the cost of the third appraiser shall be split equally between Landlord and Tenant.
•The term “Documented Development Fees and Costs” means all documented out of pocket costs and expenses incurred by Landlord in connection with the acquisition of the Property and this Lease, including without limitation: due diligence costs and expenses; fees and expenses paid to Landlord’s lenders; commissions; reasonable fees of attorneys, accountants and other professional consultants and advisors incurred in connection with the evaluation, negotiation, and closing of the acquisition of the Property, this Lease (including, to the extent applicable, the Parking Deck and the New Building Lease); closing costs; costs of procuring public and private permits, licenses and approvals; costs of design and construction; and operating expenses. Notwithstanding the foregoing, Documented Development Fees and Costs shall not include Expenses for which Landlord has received reimbursement under the Lease.
•The term “Internal Rate of Return” means the discount rate, using cumulative monthly compounding, at which the net present value of 40% of Landlord’s Documented Development Fees and Costs (regardless of actual equity contributions by Landlord) equals zero, calculated for each item of Documented Development Fees and Costs from the date such item was paid by Landlord. The calculation of Internal Rate of Return hereunder shall be made using the “XIRR” function of Microsoft Excel using monthly compounding.
•The term “Equity Multiple Return” means the quotient of (a) the sum of (i) Landlord’s net profits on the sale of the Property, after deducting as reasonable and documented closing and transactions costs incurred by Landlord, plus (ii) 40% of Landlord’s Documented Development Fees and Costs (regardless of actual equity contributions by Landlord), divided by (b) 40% of Landlord’s Documented Development Fees and Costs (regardless of actual equity contributions to Landlord).
•The term “Fair Market Capitalization Rate” means the fair capitalization rate for the Property as of the applicable date. If Landlord and Tenant are unable to mutually agree in writing upon the Fair Market Capitalization Rate within fifteen (15) days after the Landlord’s receipt of Tenant’s Option Notice, then the Fair Market Capitalization Rate for the Wilmington area shall be determined by an appraiser mutually agreed upon by Landlord and Tenant or, if they cannot mutually agree on one appraiser, then by three appraisers holding the earned designation “MAI” and having at least five years’ experience in appraising commercial real estate in the Wilmington, North Carolina area, one appraiser to be selected by Tenant, one
Third Amendment to Office Lease (Existing Building)        
Exhibit E, Page 3

appraiser to be selected by Landlord, and the third appraiser to be selected by the other two appraisers. If the three appraisers are unable to agree upon the Fair Market Capitalization Rate, then each shall submit its written determination, and the Fair Market Capitalization Rate will be the average of the two closest appraisals. Each appraiser shall furnish its initial determination within ten (10) business days of its engagement and shall respond to the determinations of other appraisers within five (5) business days, in each instance. Tenant and Landlord each shall pay the cost of the appraiser it selects and the cost of the third appraiser shall be split equally between Landlord and Tenant.
(b)    Upon the closing of the Purchase Option, the parties shall execute an agreement terminating this Lease. The termination agreement shall provide that neither party shall waive or forfeit any rights arising under this Lease that accrued prior to the date of the closing of the sale of the Property.
(c)    The Property shall be conveyed and sold to Tenant in its “As-Is,” “Where-Is,” “With All Faults” condition and without any representation or warranty, express or implied, except for any express warranties contained in the special warranty deed to Tenant.
(d)    At the closing of the Purchase Option, Landlord shall execute, have acknowledged and delivered to Tenant: (i) a special warranty deed for the Property in recordable form, subject only to Permitted Exceptions and any other encumbrances consented to by Tenant or caused by Tenant, except that Landlord shall cause any monetary lien constituting a Permitted Encumbrance to be released upon the conveyance of the Property; (ii) a quitclaim bill of sale and assignment for all personal property of Landlord located at or used exclusively in connection with the Property; (iii) an owner affidavit and indemnity agreement in form and substance reasonably satisfactory to Tenant’s title company to insure without exception for mechanics and materialmen’s liens claiming by or through Landlord; (iv) an affidavit and certification as to Landlord’s non-foreign status; (v) such tax reporting and disclosure forms as may be necessary or advisable under applicable federal and state law; (vi) evidence of the authorization by Landlord of closing and the conveyance of the Property to Tenant; and (vii) a settlement statement setting for in reasonable detail the financial terms of the closing.
(e)    As this Lease provides that Tenant shall pay for ad valorem taxes, there will be no proration of taxes, but Tenant shall be entitled to a credit for estimated Taxes paid by Tenant to the extent Landlord has not yet paid such Taxes. Tenant shall pay the cost of its due diligence expenses, the cost to record the deed, and its title insurance premiums. Tenant shall also pay at closing of the Purchase Option: (i) unless the Option Price is determined pursuant to Section 2(a)(i)(A) or Section 2(a)(ii)(A) above, the outstanding unamortized cost of Capital Expenses (specifically including those added to Basic Rent pursuant to clause (y) of Section 1 of Exhibit B to the Lease) other than Excluded Capital Expenses; and (ii) any prepayment fees applicable to Landlord’s loan(s) not to not exceed one percent (1%) of the aggregate outstanding principal balance of such loan(s). Each party shall pay all legal fees incurred by such party in connection with the Purchase Option, the exercise thereof and any transfer of the Property pursuant to the Purchase Option. Otherwise, all closing costs shall be payable in accordance with the custom for commercial real estate transactions in North Carolina.
Third Amendment to Office Lease (Existing Building)        
Exhibit E, Page 4

(f)    The earnest money deposit for the purchase of the Property shall be an amount equal to $300,000 (the “Earnest Money”) and shall be paid into escrow with Tenant’s title company on or before the date ten (10) business days following the exercise of the Purchase Option. Landlord and Tenant shall promptly execute such commercially reasonable escrow agreement as Tenant’s title company may require. Except for a default by Landlord of its obligation to sell the Property to Tenant in accordance with this Section 2, the Earnest Money shall in no event be refundable to Tenant. Upon a default by Tenant under this Section 2 that is not cured within five (5) business days after Landlord gives Tenant written notice specifying the default, the Purchase Option will be deemed null and void and the Earnest Money shall be paid to Landlord as liquidated damages and as its sole and exclusive remedy, and the Lease will nonetheless continue in full force and effect. Upon a default by Landlord under this Section 2 that is not cured within five (5) business days after Tenant gives Landlord written notice specifying the default, Tenant will be entitled to rescind the Option Notice and recover the Earnest Money or seek specific performance of Landlord’s obligations under this Section 2, as the Tenant’s sole and exclusive remedies for default by Landlord under this Section 2.
(g)    Time is of the essence as to this Section 2.
(h)    Upon the occurrence of an Event of Default under the Lease at any time prior to issuance of an Option Notice this Section 2 shall automatically become null and void. If an Event of Default occurs under the Lease after issuance of an Option Notice and prior to closing of the conveyance of the Property pursuant thereto, this Section 2 shall be voidable at Landlord’s option, exercisable upon written notice to Tenant.
(i)    The rights granted to Tenant under this Section 2 are personal to the originally named Tenant and may not be assigned to any party other than a Permitted Transferee
(j)    The provisions of this Section 2 are subordinate in all respects to the rights of Landlord’s mortgagees (including without limitation the beneficiary of a deed of trust) and shall be null and void upon a conveyance pursuant to, or in lieu of, a foreclosure by any such mortgagee.
    3.    Profits Interest. If on or before November 30, 2025, Landlord contracts to sell the Property, then at that closing, Tenant shall be entitled to 25% of the Landlord’s net profits after the deduction of all Transaction Costs and after Landlord has obtained an 18% Internal Rate of Return. If, between December 1, 2025 and November 30, 2027 (inclusive), Landlord contracts to sell the Property, then at that closing, Tenant shall be entitled to 25% of the Landlord’s net profits after the deduction of all Transactions Costs and after Landlord has obtained an 20% Internal Rate of Return. Notwithstanding the foregoing, in the event Tenant exercises the Purchase Option or the ROFO, Tenant shall not be entitled to any profit’s interest pursuant to this Section 3. For purposes of this Section 3, “Transaction Costs” means and all reasonably documented transaction costs, including but not limited to loan payoffs, prorations, adjustments, excise taxes, escrows, fees of escrow and closing agents, commissions and attorneys’ fees. The provisions of this Section 3 are subordinate in all respects to the rights of Landlord’s mortgagees (including without limitation the beneficiary of a deed of trust) and shall be null and void upon a conveyance pursuant to, or in lieu of, a foreclosure by any such mortgagee. For the avoidance of
Third Amendment to Office Lease (Existing Building)        
Exhibit E, Page 5

doubt, this Section 3 is duplicative of, and not in addition to, Tenant’s rights under Section 3 of Exhibit E to the New Building Lease.
Third Amendment to Office Lease (Existing Building)        
Exhibit E, Page 6
 EX-21.1 8 exhibit211fy202310k.htm EX-21.1 Document

Exhibit 21.1
LIST OF SUBSIDIARIES OF THE REGISTRANT

Name of SubsidiaryJurisdiction of Incorporation or Organization
nCino OpCo, Inc.United States (Delaware)
nCino APAC Pty LtdAustralia
FinSuite Pty LtdAustralia
nCino New Zealand LimitedNew Zealand
nCino Canada, Inc.Canada
nCino Global LtdUnited Kingdom
nCino FranceFrance
nCino Germany GmbHGermany
nCino Spain S.L.Spain
nCino K.K.Japan
nCino Portfolio Analytics, LLCUnited States (Delaware)
SimpleNexus, LLCUnited States (Utah)
SNX Insurance LLCUnited States (Utah)
L Brewer and Associates, LLCUnited States (Georgia)

 EX-23.1 9 exhibit231fy202310k.htm EX-23.1 Document
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:
(1)Registration Statement (Form S-3 No. 333-262084) of nCino, Inc.,
(2)Registration Statement (Form S-8 No. 333-264042) pertaining to the nCino, Inc. 2019 Amended and Restated Equity Incentive Plan and the nCino, Inc. Employee Stock Purchase Plan, and
(3)Registration Statement (Form S-8 Nos. 333-239907 and 333-254938) pertaining to the nCino, Inc. 2019 Amended and Restated Equity Incentive Plan, the nCino, Inc 2014 Omnibus Stock Ownership and Long Term Incentive Plan and the nCino, Inc. Employee Stock Purchase Plan;
of our reports dated March 28, 2023, with respect to the consolidated financial statements and schedule of nCino, Inc. and the effectiveness of internal control over financial reporting of nCino, Inc., included in this Annual Report (Form 10-K) for the year ended January 31, 2023.


/s/ Ernst & Young LLP

Raleigh, North Carolina
March 28, 2023

 EX-31.1 10 exhibit311fy202310k.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Pierre Naudé, certify that:

1. I have reviewed this Annual Report on Form 10-K of nCino, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: March 28, 2023By:/s/ Pierre Naudé
Pierre Naudé
Chairman and Chief Executive Officer




 EX-31.2 11 exhibit312fy202310k.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory D. Orenstein, certify that:

1. I have reviewed this Annual Report on Form 10-K of nCino, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: March 28, 2023By:/s/ Gregory D. Orenstein
Gregory D. Orenstein
Chief Financial Officer & Treasurer


 EX-32.1 12 exhibit321fy202310k.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of nCino, Inc. (the “Company”) on Form 10-K for the fiscal year ended January 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: March 28, 2023By:/s/ Pierre Naudé
Pierre Naudé
Chairman and Chief Executive Officer
 
 

 EX-32.2 13 exhibit322fy202310k.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of nCino, Inc. (the “Company”) on Form 10-K for the fiscal year ended January 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: March 28, 2023By:/s/ Gregory D. Orenstein
Gregory D. Orenstein
Chief Financial Officer & Treasurer


 EX-101.SCH 14 ncno-20230131.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0000001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 0000002 - Document - Audit Information link:presentationLink link:calculationLink link:definitionLink 0000003 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 0000004 - Statement - Consolidated Balance Sheets - (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000005 - Statement - Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 0000006 - Statement - Consolidated Statements of Operations - (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000007 - Statement - Consolidated Statement of Comprehensive Loss link:presentationLink link:calculationLink link:definitionLink 0000008 - Statement - Consolidated Statements of Stockholders’ Equity link:presentationLink link:calculationLink link:definitionLink 0000009 - Statement - Consolidated Statements of Stockholders’ Equity - (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000010 - Statement - Consolidated Statement of Cash Flows link:presentationLink link:calculationLink link:definitionLink 0000011 - Statement - Consolidated Statements of Cash Flows - (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000012 - Disclosure - Organization and Description of Business link:presentationLink link:calculationLink link:definitionLink 0000013 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 0000014 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest link:presentationLink link:calculationLink link:definitionLink 0000015 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 0000016 - Disclosure - Revenues link:presentationLink link:calculationLink link:definitionLink 0000017 - Disclosure - Property and Equipment link:presentationLink link:calculationLink link:definitionLink 0000018 - Disclosure - Business Combinations link:presentationLink link:calculationLink link:definitionLink 0000019 - Disclosure - Goodwill and Intangible Assets link:presentationLink link:calculationLink link:definitionLink 0000020 - Disclosure - Reseller Agreement link:presentationLink link:calculationLink link:definitionLink 0000021 - Disclosure - Stockholders’ Equity link:presentationLink link:calculationLink link:definitionLink 0000022 - Disclosure - Stock-Based Compensation link:presentationLink link:calculationLink link:definitionLink 0000023 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 0000024 - Disclosure - Defined Contribution Plan link:presentationLink link:calculationLink link:definitionLink 0000025 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 0000026 - Disclosure - Revolving Credit Facility link:presentationLink link:calculationLink link:definitionLink 0000027 - Disclosure - Commitment and Contingencies link:presentationLink link:calculationLink link:definitionLink 0000028 - Disclosure - Related-Party Transactions link:presentationLink link:calculationLink link:definitionLink 0000029 - Disclosure - Basic and Diluted Loss per Share link:presentationLink link:calculationLink link:definitionLink 0000030 - Disclosure - Restructuring link:presentationLink link:calculationLink link:definitionLink 0000031 - Disclosure - Schedule II Valuation and Qualifying Accounts link:presentationLink link:calculationLink link:definitionLink 0000032 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 0000033 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 0000034 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest (Tables) link:presentationLink link:calculationLink link:definitionLink 0000035 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 0000036 - Disclosure - Revenues (Tables) link:presentationLink link:calculationLink link:definitionLink 0000037 - Disclosure - Property and Equipment (Tables) link:presentationLink link:calculationLink link:definitionLink 0000038 - Disclosure - Business Combinations (Tables) link:presentationLink link:calculationLink link:definitionLink 0000039 - Disclosure - Goodwill and Intangible Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 0000040 - Disclosure - Stockholders’ Equity (Tables) link:presentationLink link:calculationLink link:definitionLink 0000041 - Disclosure - Stock-Based Compensation (Tables) link:presentationLink link:calculationLink link:definitionLink 0000042 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 0000043 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 0000044 - Disclosure - Commitment and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 0000045 - Disclosure - Basic and Diluted Loss per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 0000046 - Disclosure - Restructuring (Tables) link:presentationLink link:calculationLink link:definitionLink 0000047 - Disclosure - Organization and Description of Business (Details) link:presentationLink link:calculationLink link:definitionLink 0000048 - Disclosure - Summary of Significant Accounting Policies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000049 - Disclosure - Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details) link:presentationLink link:calculationLink link:definitionLink 0000050 - Disclosure - Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 0000051 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000052 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest - Financial Assets Measured At Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 0000053 - Disclosure - Fair Value Measurements - Summary of Financial Assets (Details) link:presentationLink link:calculationLink link:definitionLink 0000054 - Disclosure - Revenues - Revenue By Geographic Region (Details) link:presentationLink link:calculationLink link:definitionLink 0000055 - Disclosure - Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details) link:presentationLink link:calculationLink link:definitionLink 0000056 - Disclosure - Revenues - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000056 - Disclosure - Revenues - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000057 - Disclosure - Property and Equipment - Property and equipment, net (Details) link:presentationLink link:calculationLink link:definitionLink 0000058 - Disclosure - Property and Equipment - Depreciation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 0000059 - Disclosure - Property and Equipment - Property, Plant and Equipment by Geographic Location (Details) link:presentationLink link:calculationLink link:definitionLink 0000060 - Disclosure - Business Combinations - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000061 - Disclosure - Business Combinations - Consideration Transferred (Details) link:presentationLink link:calculationLink link:definitionLink 0000062 - Disclosure - Business Combinations - Summary Of Net Assets Acquired (Details) link:presentationLink link:calculationLink link:definitionLink 0000063 - Disclosure - Business Combinations - Components of Identifiable Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 0000064 - Disclosure - Business Combinations - Pro Forma Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000065 - Disclosure - Goodwill and Intangible Assets - Schedule of Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 0000066 - Disclosure - Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 0000067 - Disclosure - Goodwill and Intangible Assets - Amortization Expense (Details) link:presentationLink link:calculationLink link:definitionLink 0000068 - Disclosure - Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) link:presentationLink link:calculationLink link:definitionLink 0000069 - Disclosure - Reseller Agreement - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000070 - Disclosure - Stockholders’ Equity - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000071 - Disclosure - Stockholders’ Equity - Common Stock Future Issuance (Details) link:presentationLink link:calculationLink link:definitionLink 0000072 - Disclosure - Stock-Based Compensation - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000073 - Disclosure - Stock-Based Compensation - Stock Option Activity (Details) link:presentationLink link:calculationLink link:definitionLink 0000074 - Disclosure - Stock-Based Compensation - RSUs Activity (Details) link:presentationLink link:calculationLink link:definitionLink 0000075 - Disclosure - Stock-Based Compensation - Stock Option Valuation Assumptions (Details) link:presentationLink link:calculationLink link:definitionLink 0000076 - Disclosure - Stock-Based Compensation - Schedule of Compensation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 0000077 - Disclosure - Income Taxes - Income (Loss) Before Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 0000078 - Disclosure - Income Taxes - Provision (Benefit) for Income Tax (Details) link:presentationLink link:calculationLink link:definitionLink 0000079 - Disclosure - Income Taxes - Reconciliation of Effective Tax Rate to U.S. Federal Statutory Rate (Details) link:presentationLink link:calculationLink link:definitionLink 0000080 - Disclosure - Income Taxes - Significant components of Deferred Tax Assets And Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 0000081 - Disclosure - Income Taxes - Net Deferred Tax Asset (Liability) (Details) link:presentationLink link:calculationLink link:definitionLink 0000082 - Disclosure - Income Taxes - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000083 - Disclosure - Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Details) link:presentationLink link:calculationLink link:definitionLink 0000084 - Disclosure - Defined Contribution Plan (Details) link:presentationLink link:calculationLink link:definitionLink 0000085 - Disclosure - Leases - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000086 - Disclosure - Leases - Components of Lease Expense (Details) link:presentationLink link:calculationLink link:definitionLink 0000087 - Disclosure - Leases - Supplemental Cash Flow Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000088 - Disclosure - Leases - Future Minimum Lease Payments (Details) link:presentationLink link:calculationLink link:definitionLink 0000088 - Disclosure - Leases - Future Minimum Lease Payments (Details) link:presentationLink link:calculationLink link:definitionLink 0000089 - Disclosure - Revolving Credit Facility (Details) link:presentationLink link:calculationLink link:definitionLink 0000090 - Disclosure - Commitment and Contingencies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000091 - Disclosure - Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details) link:presentationLink link:calculationLink link:definitionLink 0000091 - Disclosure - Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details) link:presentationLink link:calculationLink link:definitionLink 0000092 - Disclosure - Related-Party Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 0000093 - Disclosure - Basic and Diluted Loss per Share - Components of Basic and Diluted Loss Per Share (Details) link:presentationLink link:calculationLink link:definitionLink 0000094 - Disclosure - Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details) link:presentationLink link:calculationLink link:definitionLink 0000095 - Disclosure - Restructuring - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000096 - Disclosure - Restructuring - Restructuring Charges (Details) link:presentationLink link:calculationLink link:definitionLink 0000097 - Disclosure - SEC Schedule, Article 12-09, Valuation and Qualifying Accounts (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 15 ncno-20230131_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 16 ncno-20230131_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 17 ncno-20230131_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Business Acquisition [Axis] Business Acquisition [Axis] Cost of professional services and other revenues Cost of Goods and Services Sold - Professional Services [Member] Cost of Goods and Services Sold - Professional Services Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Total lease liabilities Lessee, Operating Lease, Liability, to be Paid Foreign Current Foreign Tax Expense (Benefit) Foreign Currency Exchange Foreign Currency Transactions and Translations Policy [Policy Text Block] Net loss Net loss Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Related Party Transactions [Abstract] Measurement period adjustment relating to business acquisition Business Acquisition, Purchase Accounting Adjustments Business Acquisition, Purchase Accounting Adjustments Provision for bad debt Charged to bad debt expense Accounts Receivable, Credit Loss Expense (Reversal) Variable Interest Entity, Primary Beneficiary Variable Interest Entity, Primary Beneficiary [Member] Other long-term assets Deferred Income Tax Assets, Net Entity Address, Postal Zip Code Entity Address, Postal Zip Code Property, Plant and Equipment [Abstract] Deferred: Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Preferred stock, shares outstanding (in shares) Preferred Stock, Shares Outstanding Adjustment to redeemable non-controlling interest Noncontrolling Interest, Change in Redemption Value Business Combinations Business Combinations Policy [Policy Text Block] Financing obligations Finance Lease, Liability Property and equipment, gross Property, Plant and Equipment, Gross Expenses from transactions with related party Related Party Transaction, Expenses from Transactions with Related Party Line of credit facility, maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Income Tax Disclosure [Abstract] Deferred revenue, current and noncurrent Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue Depreciation Deferred Tax Liabilities, Property, Plant and Equipment Restructuring reserve Restructuring Reserve Additional paid-in capital Additional Paid in Capital Share-based compensation arrangement by share-based payment award, equity instruments other than options, shares not issued or outstanding Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Shares Not Issued or Outstanding Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Shares Not Issued or Outstanding Loss contingency, number of plaintiffs Loss Contingency, Number of Plaintiffs Debt instrument, basis spread on variable rate Debt Instrument, Basis Spread on Variable Rate 2027 Finance Lease, Liability, to be Paid, Year Four Financial covenants, required minimum consolidated liquidity Financial Covenants, Required Minimum Consolidated Liquidity Financial Covenants, Required Minimum Consolidated Liquidity Statistical Measurement [Domain] Statistical Measurement [Domain] Total depreciation expense Depreciation Exercise of stock options (in shares) Exercised (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period Debt instrument, interest rate, stated percentage Debt Instrument, Interest Rate, Stated Percentage Operating lease, weighted average discount rate, percent Operating Lease, Weighted Average Discount Rate, Percent Share-Based Payment Arrangement [Abstract] Schedule of Business Acquisitions, by Acquisition Schedule of Business Acquisitions, by Acquisition [Table Text Block] Stock issuance related to business combinations (in shares) Stock Issued During Period, Shares, Acquisitions Domestic Tax Authority Domestic Tax Authority [Member] Deferred rent Increase (Decrease) in Deferred Rent Increase (Decrease) in Deferred Rent Non-cash operating lease costs Operating Lease Costs, Non-Cash Operating Lease Costs, Non-Cash State Current State and Local Tax Expense (Benefit) 2026 Finance Lease, Liability, to be Paid, Year Three Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Net loss attributable to nCino, Inc. Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest Net Income (Loss) Attributable to Parent Net Income (Loss) Attributable to Parent Professional Services and other Professional Services [Member] Professional Services Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table] Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] 2019 Equity Incentive Plan 2019 Equity Incentive Plan [Member] 2019 Equity Incentive Plan Antidilutive securities excluded from computation of earnings per share amount (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Contingent Consideration by Type [Axis] Contingent Consideration by Type [Axis] Other Intangible Assets Other Intangible Assets [Member] Fed Funds Effective Rate Overnight Index Swap Rate Fed Funds Effective Rate Overnight Index Swap Rate [Member] Thereafter Lessee, Operating Lease, Liability, to be Paid, after Year Five Other Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Trade accounts receivable Accounts Receivable, before Allowance for Credit Loss, Current Equity Component [Domain] Equity Component [Domain] Secondary Public Offering Secondary Public Offering [Member] Secondary Public Offering Acquired Finite-Lived Intangible Assets [Line Items] Acquired Finite-Lived Intangible Assets [Line Items] Total assets Assets, Fair Value Disclosure Ownership [Axis] Ownership [Axis] Award vesting rights, percentage Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage Leases Lessee, Operating Leases [Text Block] Loss contingency, estimate of possible loss Loss Contingency, Estimate of Possible Loss Related Party [Domain] Related Party [Domain] Plan Name [Axis] Plan Name [Axis] Deferred income taxes Deferred Income Tax Expense (Benefit), Excluding Foreign Exchange Adjustment Deferred Income Tax Expense (Benefit), Excluding Foreign Exchange Adjustment Business acquisition, share price (in USD per share) Business Acquisition, Share Price Supplemental disclosure of cash flow information Supplemental Cash Flow Information [Abstract] Deferred tax liabilities, net, adjusted amount Deferred Tax Liabilities, Net, Adjusted Amount Deferred Tax Liabilities, Net, Adjusted Amount Number of operating segments Number of Operating Segments Noncontrolling Interest [Abstract] Plan Name [Domain] Plan Name [Domain] Capitalized contract cost, net Capitalized Contract Cost, Net Statement of Cash Flows [Abstract] Entity Address, State or Province Entity Address, State or Province Level 1 Fair Value, Inputs, Level 1 [Member] Employee Stock Employee Stock [Member] Other comprehensive income (loss): Other Comprehensive Income (Loss), Net of Tax [Abstract] Weighted average remaining contractual term Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Award Type [Axis] Award Type [Axis] Denominator Weighted Average Number of Shares Outstanding, Basic [Abstract] Contingent Consideration Type [Domain] Contingent Consideration Type [Domain] Net cash provided by (used in) operating activities Net Cash Provided by (Used in) Operating Activities Effective income tax rate reconciliation, repatriation of foreign earnings, amount Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount Operating lease liabilities, current portion Less: current obligations Operating Lease, Liability, Current Variable Interest Entity and Redeemable Non-Controlling Interest Temporary Equity, Variable Interest Entities and Redeemable Noncontrolling Interest [Text Block] Temporary Equity, Variable Interest Entities and Redeemable Noncontrolling Interest Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table] Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table] Pro forma information, revenue of acquiree since acquisition date, actual Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual Employee Stock Purchase Plan Employee Stock Purchase Plan [Member] Employee Stock Purchase Plan Nonvested issued and outstanding restricted stock units ("RSUs") Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Issued and Outstanding and Not Issued and Outstanding Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Issued and Outstanding and Not Issued and Outstanding Reseller Agreement Reseller Agreement [Member] Reseller Agreement Related Party Transaction [Domain] Related Party Transaction [Domain] Nondeductible expenses Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Lender Name [Axis] Lender Name [Axis] Schedule of Equity Method Investments [Line Items] Schedule of Equity Method Investments [Line Items] Accounts receivable Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Property and equipment, net Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment Document Annual Report Document Annual Report Legal Entity [Axis] Legal Entity [Axis] Related party costs Related Party Costs Total liabilities Liabilities Operating lease, weighted average remaining lease term Operating Lease, Weighted Average Remaining Lease Term Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] Geographical [Axis] Geographical [Axis] Measurement period adjustment relating to business acquisition Measurement period adjustments relating to the acquisition of SimpleNexus Goodwill, Purchase Accounting Adjustments Cash flows from investing activities Net Cash Provided by (Used in) Investing Activities [Abstract] Financial covenants, required percent of unrestricted and unencumbered cash Financial Covenants, Required Percent of Unrestricted and Unencumbered Cash Financial Covenants, Required Percent of Unrestricted and Unencumbered Cash Cash and cash equivalents Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions Stock Issued During Period, Value, New Issues Increase (Decrease) in Temporary Equity [Roll Forward] Increase (Decrease) in Temporary Equity [Roll Forward] Equity Instruments other than options, aggregate intrinsic value, vested Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Accounts Receivable and Allowances Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] Revolving Credit Facility Revolving Credit Facility [Member] Property, Plant and Equipment Property, Plant and Equipment [Table Text Block] Deferred Revenue Revenue from Contract with Customer [Policy Text Block] Current: Current Income Tax Expense (Benefit), Continuing Operations [Abstract] Accrued purchase price related to acquisitions Accrued Purchase Price Related to Acquisition Accrued Purchase Price Related to Acquisition Preferred stock, shares issued (in shares) Preferred Stock, Shares Issued Document Type Document Type Weighted Average Exercise Price Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Estimated Useful Life Property, Plant and Equipment, Useful Life Number of Shares Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Expired or forfeited (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period Assets: Assets, Fair Value Disclosure [Abstract] Restructuring Type [Axis] Restructuring Type [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Nonvested, beginning of period (in USD per share) Nonvested, end of period (in USD per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Revolving Credit Facility Debt Disclosure [Text Block] Financial Covenants, Credit Facility Availability Threshold Financial Covenants, Credit Facility Availability Threshold Amount Financial Covenants, Credit Facility Availability Threshold Amount Cost of revenues Cost of Revenue [Abstract] Lease exit fees Lease Exit Fees [Member] Lease Exit Fees Product and Service [Domain] Product and Service [Domain] Entity Shell Company Entity Shell Company Total Deferred Income Tax Expense (Benefit) Restructuring incurred cost statement of income or comprehensive income extensible enumeration not disclosed flag Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag Concentration Risk [Table] Concentration Risk [Table] 2024 Lessee, Operating Lease, Liability, to be Paid, Year One Equity interest issued or issuable, number of shares Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Developed technology Developed Technology Rights [Member] Deferred tax liabilities: Components of Deferred Tax Liabilities [Abstract] Foreign currency translation Redeemable Noncontrolling Interest, Equity, Foreign Currency Translation Adjustments Redeemable Noncontrolling Interest, Equity, Foreign Currency Translation Adjustments Affiliated Entity Affiliated Entity [Member] Document Period End Date Document Period End Date Net increase during the year SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease) Reclassification of voting and non-voting common stock Stock Issued During Period, Value, Reclassification of Common Stock Stock Issued During Period, Value, Reclassification of Common Stock Costs in connection with initial public offering Issuance costs Adjustments to additional paid in capital, stock issued, issuance costs Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table] Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table] Total assets Assets Business combination, provisional information, initial accounting incomplete, adjustment, deferred income taxes Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Income Taxes Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Income Taxes Write-offs and other Accounts Receivable, Allowance for Credit Loss, Writeoff Debt Disclosure [Abstract] Business Acquisition, Contingent Consideration [Line Items] Business Acquisition, Contingent Consideration [Line Items] Weighted average number of common shares outstanding: Weighted Average Number of Shares Outstanding, Basic and Diluted [Abstract] Weighted Average Number of Shares Outstanding, Basic and Diluted Net loss per share attributable to nCino, Inc.: Earnings Per Share [Abstract] Income Statement Location [Axis] Income Statement Location [Axis] Antidilutive Securities [Axis] Antidilutive Securities [Axis] Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] 2028 Lessee, Operating Lease, Liability, to be Paid, Year Five Exercised (in USD per share) Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Fair Value Finite-Lived Intangible Assets Acquired Net cash provided by financing activities Net Cash Provided by (Used in) Financing Activities Accounting Policies [Abstract] Investments (related party $0 and $2,500 at January 31, 2022 and January 31, 2023, respectively) Long-Term Investments Construction payable Construction Payable Accrued compensation and benefits Employee-related Liabilities, Current Line of Credit Line of Credit [Member] Variable lease expense Variable Lease, Cost Apiture, Inc Apiture, Inc [Member] Apiture, Inc Loss before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Prepaid expenses and other current assets Prepaid Expense and Other Assets, Current Foreign rate differential Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Preliminary Established Fair Value Preliminary Established Fair Value [Member] Preliminary Established Fair Value Basic and Diluted Loss per Share Earnings Per Share [Text Block] Other Deferred Tax Liabilities, Other Customer [Axis] Customer [Axis] Business acquisition, equity interest issued or issuable, value assigned Business Acquisition, Equity Interest Issued or Issuable, Value Assigned Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Financing obligations, noncurrent Finance Lease, Liability, Noncurrent Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Comprehensive loss Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Related Party Transaction [Line Items] Related Party Transaction [Line Items] Schedule of Components of Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Audit Information [Abstract] Audit Information Award Type [Domain] Award Type [Domain] Changes in valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Unrecognized compensation costs period for recognition Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Exercisable, end of period Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Income Tax Contingency [Table] Income Tax Contingency [Table] Schedule of Finite-Lived Intangible Assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Stock issuance under the employee stock purchase plan Proceeds from Stock Plans Cash consideration to members Payments to Acquire Businesses, Gross Computers and equipment Computer Equipment [Member] Gross profit Gross Profit Entity Registrant Name Entity Registrant Name Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions (in shares) Stock Issued During Period, Shares, New Issues Tax Credit Carryforward [Line Items] Tax Credit Carryforward [Line Items] Reserves and accruals Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other Goodwill Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] Percent increase in aggregate shares Share-based Compensation Arrangement by Share-based Payment Award, Percent Increase In Aggregate Shares Share-based Compensation Arrangement by Share-based Payment Award, Percent Increase In Aggregate Shares Revolving credit facility, noncurrent Long-Term Line of Credit, Noncurrent Expected dividends Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate Translation adjustments Goodwill, Foreign Currency Translation Gain (Loss) Customer relationships Customer Relationships [Member] Banking Relationship Banking Relationship [Member] Banking Relationship Translation adjustments Accounts Receivable, Currency Translation Gain (Loss) Accounts Receivable, Currency Translation Gain (Loss) Entity Address, City or Town Entity Address, City or Town Leases [Abstract] Accounts receivable, related parties Increase (Decrease) in Accounts Receivable, Related Parties Operating expenses Operating Expenses [Abstract] Transactions With Certain Equity Holders Transactions With Certain Equity Holders [Member] Transactions With Certain Equity Holders Net operating losses Deferred Tax Assets, Operating Loss Carryforwards Minimum Minimum [Member] Statement of Financial Position [Abstract] Entity Emerging Growth Company Entity Emerging Growth Company Common stock, par value (in USD per share) Common Stock, Par or Stated Value Per Share Intangible assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill Debt issuance costs, net Debt Issuance Costs, Net Transaction costs Effective Income Tax Rate Reconciliation, Transaction Costs, Percent Effective Income Tax Rate Reconciliation, Transaction Costs, Percent Commitments and Contingencies Disclosure [Abstract] Auditor Name Auditor Name Fair Value Measurements Fair Value Disclosures [Text Block] Operating loss carryforwards Operating Loss Carryforwards Operating lease liabilities, current and noncurrent Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation Trading Symbol Trading Symbol Entity File Number Entity File Number Business acquisition, transaction costs Business Acquisition, Transaction Costs 2027 Finite-Lived Intangible Asset, Expected Amortization, Year Four Shares released from lock up agreements Sale Of Stock, Shares Released From Lock Up Agreements Sale Of Stock, Shares Released From Lock Up Agreements Deferred revenue, noncurrent Contract with Customer, Liability, Noncurrent Research and development Research and Development Expense Bloomberg Short Term Bank Yield Index Bloomberg Short Term Bank Yield Index [Member] Bloomberg Short Term Bank Yield Index Fully vested or expected to vest, end of period Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term Comprehensive loss attributable to redeemable non-controlling interest Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest Foreign Deferred Foreign Income Tax Expense (Benefit) Restricted cash included in other long-term assets Restricted Cash and Cash Equivalents Granted (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period Restricted Stock Units (RSUs) Restricted Stock Units (RSUs) [Member] Effective income tax rate reconciliation, percent Effective Income Tax Rate Reconciliation, Percent Summary of Operating Loss Carryforwards Summary of Operating Loss Carryforwards [Table Text Block] Proceeds from borrowings on revolving credit facility Proceeds from Lines of Credit Business combination, consideration transferred, before working capital adjustment Business Combination, Consideration Transferred, Before Working Capital Adjustment Business Combination, Consideration Transferred, Before Working Capital Adjustment Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Construction payable, estimated liability Construction Payable, Estimated Liability Construction Payable, Estimated Liability Use of Estimates Use of Estimates, Policy [Policy Text Block] Money market accounts (included in cash and cash equivalents) Cash and Cash Equivalents, Fair Value Disclosure Business Combinations Business Combination Disclosure [Text Block] Net assets acquired Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net Concentration risk, percentage Concentration Risk, Percentage Number of additional shares authorized (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized Capitalized contract cost, amortization period Capitalized Contract Cost, Amortization Period Net loss attributable to nCino, Inc. Business Acquisition, Pro Forma Net Income (Loss) Accounts payable Increase (Decrease) in Accounts Payable and Accrued Liabilities Income Taxes Income Tax Disclosure [Text Block] Revenue from related parties Subscription revenue from related parties Revenue from Related Parties State Deferred State and Local Income Tax Expense (Benefit) Credit Facility [Domain] Credit Facility [Domain] Thereafter Purchase Obligation, to be Paid, after Year Five Amortization of intangible assets Amortization of Intangible Assets Schedule of Goodwill Schedule of Goodwill [Table Text Block] Cash paid for interest Interest Paid, Excluding Capitalized Interest, Operating Activities Basic (in USD per share) Basic net loss per share attributable to nCino, Inc. (in USD per share) Earnings Per Share, Basic Adjustment attributable to redeemable non-controlling interest (Note 3) Net Income (Loss), Adjustments to Redeemable Noncontrolling Interest Net Income (Loss), Adjustments to Redeemable Noncontrolling Interest 2026 Lessee, Operating Lease, Liability, to be Paid, Year Three Construction in progress, gross Construction in Progress, Gross Schedule of Equity Method Investments [Table] Schedule of Equity Method Investments [Table] Bank of America, NA Bank of America, NA [Member] Bank of America, NA Payments to noncontrolling interests Payments to Noncontrolling Interests Concentration Risk Type [Domain] Concentration Risk Type [Domain] Sales and marketing Selling and Marketing Expense Research and development Deferred Tax Assets, Capitalized Research And Experimental Costs Deferred Tax Assets, Capitalized Research And Experimental Costs Total stockholders’ equity Balance, beginning of year Balance, end of year Stockholders' Equity Attributable to Parent Forfeited (in USD per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Line of Credit Facility [Line Items] Line of Credit Facility [Line Items] Tax credits Deferred Tax Assets, Tax Credit Carryforwards Ownership [Domain] Ownership [Domain] Other Deferred Tax Assets, Other Entity Interactive Data Current Entity Interactive Data Current Amortization of costs capitalized to obtain revenue contracts Capitalized Contract Cost, Amortization Initial public offering (in shares) Sale of Stock, Number of Shares Issued in Transaction Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Financing obligations - leased facility Capital Leases, Future Minimum Payments, Net Minimum Payments, Fiscal Year Maturity [Abstract] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Change in operating assets and liabilities: Increase (Decrease) in Operating Capital [Abstract] Numerator Net Income (Loss) Attributable to Parent [Abstract] 2026 Finite-Lived Intangible Asset, Expected Amortization, Year Three Costs related to initial public offering, reclassified from other long term assets to equity Cost Accrued Related to Initial Public Offering Reclassified from Other Long Term Assets to Equity Cost Accrued Related to Initial Public Offering Reclassified from Other Long Term Assets to Equity Costs capitalized to obtain revenue contracts Increase (Decrease) in Costs to Obtain Contracts Increase (Decrease) in Costs to Obtain Contracts Money Market Funds Money Market Funds [Member] Accumulated Deficit Retained Earnings [Member] 2028 Finance Lease, Liability, to be Paid, Year Five Total Lease, Cost Common Stock Common Stock [Member] Deferred tax assets, amount recognized Deferred Tax Assets, Amount Recognized Deferred Tax Assets, Amount Recognized Share-Based Compensation Expense Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] Other comprehensive income (loss) Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent Lease, Cost Lease, Cost [Table Text Block] Reseller Agreement Reseller Agreement [Text Block] Reseller Agreement Number of shares available for grant Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant Class of Stock [Axis] Class of Stock [Axis] Schedule of Nonvested Restricted Stock Units Activity Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] Income Taxes Income Tax, Policy [Policy Text Block] Revenue Recognition Revenue [Policy Text Block] Statement [Table] Statement [Table] Summary of Tax Credit Carryforwards Summary of Tax Credit Carryforwards [Table Text Block] Vested (in USD per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Stock issuance related to business combinations Stock Issued During Period, Value, Acquisitions Letter of Credit Letter of Credit [Member] Furniture and fixtures Furniture and Fixtures [Member] Current assets Assets, Current [Abstract] Operating lease liabilities, noncurrent Long-term lease obligations Operating Lease, Liability, Noncurrent Unbilled accounts receivable Unbilled Receivables, Current Statistical Measurement [Axis] Statistical Measurement [Axis] Contingent consideration payments Payment for Contingent Consideration Liability, Financing Activities Foreign currency translation attributable to redeemable non-controlling interest Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest Line of Credit Facility, Lender [Domain] Line of Credit Facility, Lender [Domain] Related Party Transaction [Axis] Related Party Transaction [Axis] Leasehold improvements Leasehold Improvements [Member] Revenue by Geographic Region Revenue from External Customers by Geographic Areas [Table Text Block] Accumulated deficit Retained Earnings (Accumulated Deficit) Stock-based compensation expense Redeemable Noncontrolling Interest, Equity, Stock-Based Compensation Expense Redeemable Noncontrolling Interest, Equity, Stock-Based Compensation Expense Accounts receivable, less allowances of $151 and $899 at January 31, 2022 and January 31, 2023, respectively Total accounts receivable, net Accounts Receivable, after Allowance for Credit Loss, Current Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Equity Components [Axis] Equity Components [Axis] Fair Value, Measurement, Recurring Fair Value, Recurring [Member] Exercisable, end of period (in USD per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price Related-Party Transactions Related Party Transactions Disclosure [Text Block] Accrued expenses and other current liabilities Increase (Decrease) in Accrued Expenses and Other Current Liabilities Increase (Decrease) in Accrued Expenses and Other Current Liabilities Other Comprehensive Income (Loss) Comprehensive Income, Policy [Policy Text Block] Operating Segments Segment Reporting, Policy [Policy Text Block] Business Acquisition, Pro Forma Information Business Acquisition, Pro Forma Information [Table Text Block] Accounts payable, related parties Increase (Decrease) in Accounts Payable, Related Parties Possible issuance under stock plans Common Stock, Possible Issuance Of Capital Shares Common Stock, Possible Issuance Of Capital Shares One Customer One Customer [Member] One Customer Document Fiscal Year Focus Document Fiscal Year Focus Finite-lived Intangible Assets Amortization Expense Finite-Lived Intangible Assets Amortization Expense [Table Text Block] Net Cash Provided by (Used in) Operating Activities [Abstract] Net Cash Provided by (Used in) Operating Activities [Abstract] Statement [Line Items] Statement [Line Items] Principal payments on financing obligations Finance Lease, Principal Payments Nonvested, beginning of period (in shares) Nonvested, end of period (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Variable Rate [Domain] Variable Rate [Domain] Gross Amount Finite-Lived Intangible Assets, Gross Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Current income tax expense (benefit) Current Income Tax Expense (Benefit) Operating lease right-of-use assets, net Operating Lease, Right-of-Use Asset Reclassification of voting and non-voting common stock (in shares) Stock Issued During Period, Shares, Reclassification of Common Stock Stock Issued During Period, Shares, Reclassification of Common Stock Other Comprehensive Income (Loss) AOCI Attributable to Parent [Member] Investments Equity Securities without Readily Determinable Fair Value [Policy Text Block] Auditor Firm ID Auditor Firm ID Financing obligations and lease liabilities Deferred Tax Asset, Lease Liability Deferred Tax Asset, Lease Liability Type of Restructuring [Domain] Type of Restructuring [Domain] Document Transition Report Document Transition Report Foreign Tax Authority Foreign Tax Authority [Member] Local Phone Number Local Phone Number Stock-based compensation Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-Based Payment Arrangement, Percent Stock Option Activity Share-Based Payment Arrangement, Option, Activity [Table Text Block] Loss from operations Operating Income (Loss) Line of credit, available borrowing capacity Line of Credit Facility, Current Borrowing Capacity Equity securities without readily determinable fair value, amount Equity Securities without Readily Determinable Fair Value, Amount Prepaid expenses and other assets Increase (Decrease) in Prepaid Expense and Other Assets State and Local Jurisdiction State and Local Jurisdiction [Member] Common stock, shares outstanding (in shares) Common Stock, Shares, Outstanding Goodwill Goodwill, beginning balance Goodwill, ending balance Goodwill Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Income taxes receivable Income Taxes Receivable Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Goodwill and Intangible Assets Goodwill and Intangible Assets Disclosure [Text Block] Income tax provision (benefit) Total income tax provision (benefit) Income Tax Expense (Benefit) Number of affiliated entities Number Of Affiliated Entities Number Of Affiliated Entities Geographical [Domain] Geographical [Domain] Less valuation allowance Deferred tax assets, valuation allowance Deferred Tax Assets, Valuation Allowance Property and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Deferred income taxes, noncurrent Deferred income taxes, noncurrent Deferred Income Tax Liabilities, Net Preferred stock, par value (in USD per share) Preferred Stock, Par or Stated Value Per Share 2027 Lessee, Operating Lease, Liability, to be Paid, Year Four Income Statement [Abstract] Granted (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross Entity Public Float Entity Public Float Federal Deferred Federal Income Tax Expense (Benefit) Additional Paid-in Capital Additional Paid-in Capital [Member] Document Fiscal Period Focus Document Fiscal Period Focus Basic and diluted loss per share: Earnings Per Share, Basic [Abstract] Exercised Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value Deferred revenue, related parties Increase (Decrease) in Contract with Customer, Liability, Related Parties Increase (Decrease) in Contract with Customer, Liability, Related Parties Total cost of revenues Cost of Goods and Services Sold Diluted (in shares) Weighted average-common shares outstanding basic (in shares) Weighted Average Number of Shares Outstanding, Diluted Less accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Intangible Assets Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] Expected life (in years from vesting) Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term Other current and noncurrent assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets Accounts Receivable, Allowance for Credit Loss [Roll Forward] Accounts Receivable, Allowance for Credit Loss [Roll Forward] Accounts Receivable Accounts Receivable [Member] ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag 2014 Equity Incentive Plan 2014 Equity Incentive Plan [Member] 2014 Equity Incentive Plan Common stock, $0.0005 par value; 500,000,000 shares authorized as of January 31, 2022 and January 31, 2023; 109,778,542 and 111,424,132 shares issued and outstanding as of January 31, 2022 and January 31, 2023, respectively Common Stock, Value, Issued Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Live Oak Bancshares, Inc Live Oak Bancshares, Inc [Member] Live Oak Bancshares, Inc Granted (in USD per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Stock issuance upon vesting of restricted stock units (in shares) Stock Issued During Period, Shares, Restricted Stock Award, Gross Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] Exercisable, end of period Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value Short-term lease expense Short-Term Lease, Cost Voting Common Stock Voting Common Stock [Member] Voting Common Stock Preferred stock, shares authorized Preferred Stock, Shares Authorized Cash, cash equivalents, and restricted cash, beginning of period Cash, cash equivalents, and restricted cash, end of period Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Foreign currency translation Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Net loss attributable to redeemable non-controlling interest Net Income (Loss) Attributable to Noncontrolling Interest Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Current liabilities Liabilities, Current [Abstract] Exercise of stock options Proceeds from Stock Options Exercised Common stock, shares, issued (in shares) Common Stock, Shares, Issued Concentration Risk [Line Items] Concentration Risk [Line Items] Deferred revenue, current portion Contract with Customer, Liability, Current 2024 Purchase Obligation, to be Paid, Year One Purchase of property and equipment, accrued but not paid Capital Expenditures Incurred but Not yet Paid Foreign currency transaction gain (loss), before tax Foreign Currency Transaction Gain (Loss), before Tax Income Statement Location [Domain] Income Statement Location [Domain] Financing obligations, current portion Finance Lease, Liability, Current Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Amendment Flag Amendment Flag Finite-lived intangible asset, useful life Finite-Lived Intangible Asset, Useful Life Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Operating lease expense Operating Lease, Cost SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] Other comprehensive income (loss) Other Comprehensive Income (Loss), Net of Tax Stock issuance under the employee stock purchase plan Stock Issued During Period, Value, Employee Stock Purchase Plan Comprehensive loss attributable to nCino, Inc. Comprehensive Income (Loss), Net of Tax, Attributable to Parent Operating lease right-of-use assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-of-Use Assets, Net Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-of-Use Assets, Net Acquisition of SimpleNexus Goodwill, Acquired During Period Accounts payable, accrued expenses, and other liabilities, current and noncurrent Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable, Accrued Expenses And Other Current and Noncurrent Liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable, Accrued Expenses And Other Current and Noncurrent Liabilities Costs capitalized to obtain revenue contracts, current portion, net Capitalized Contract Cost, Net, Current Revenues Business Acquisition, Pro Forma Revenue Construction in progress Construction in Progress [Member] Entity Current Reporting Status Entity Current Reporting Status Purchase commitments Purchase Obligation, Fiscal Year Maturity [Abstract] Deferred tax assets: Components of Deferred Tax Assets [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Deferred income taxes Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Other long-term assets Other Assets, Noncurrent Operating loss carryforwards, not subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration Payments for restructuring Payments for Restructuring Weighted Average Remaining Contractual Term (Years) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] Exercisable, end of period (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number 2024 Finance Lease, Liability, to be Paid, Year One Depreciation and amortization Depreciation, Depletion and Amortization Purchase price of common stock, percent Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Line of credit facility, unused capacity, commitment fee percentage Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Severance and other employee costs Employee Severance [Member] Income taxes at statutory rate of 21% for 2021, 2022, and 2023 Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Thereafter Finite-Lived Intangible Asset, Expected Amortization, after Year Five Loss before income taxes Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax Costs capitalized to obtain revenue contracts, noncurrent, net Capitalized Contract Cost, Net, Noncurrent Term of contract Lessee, Operating Lease, Term of Contract 2025 Purchase Obligation, to be Paid, Year Two Stock issuance under the employee stock purchase plan (in shares) Stock Issued During Period, Shares, Employee Stock Purchase Plans Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] Issued and outstanding stock options Outstanding, beginning of period (in shares) Outstanding, end of period (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number Cash and Cash Equivalents [Axis] Cash and Cash Equivalents [Axis] Executive compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Percent IPO IPO [Member] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code State income tax (provision) benefit, net of federal impact Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent 2025 Finance Lease, Liability, to be Paid, Year Two Principles of Consolidation and Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations Property and equipment, net Property and equipment, net Property, Plant and Equipment, Net Cash paid for amounts included in the measurement of operating lease liabilities Operating Lease, Payments Schedule of Finite-Lived Intangible Assets, Future Amortization Expense Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] Stock Option Share-Based Payment Arrangement, Option [Member] Sales and marketing Selling and Marketing Expense [Member] Expected volatility Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate Accounts receivable, less allowances of $151 and $899 at January 31, 2022 and January 31, 2023, respectively Allowance for doubtful accounts Accounts Receivable, Allowance for Credit Loss, Current Contract acquisition costs Deferred Tax Liabilities, Deferred Expense, Contract Acquisition Costs Deferred Tax Liabilities, Deferred Expense, Contract Acquisition Costs Exercise of stock options Stock Issued During Period, Value, Stock Options Exercised Forfeited (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period Other income (expense), net Other Nonoperating Income (Expense) Initial public offering price (in USD per share) Sale of Stock, Price Per Share Restructuring Restructuring and Related Activities Disclosure [Text Block] Common stock, shares authorized Common Stock, Shares Authorized Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Accrued income taxes, current Accrued Income Taxes, Current Statement of Comprehensive Income [Abstract] Total operating expenses Operating Expenses Maximum Maximum [Member] Supplemental disclosure of noncash investing and financing activities Other Noncash Investing and Financing Items [Abstract] Accumulated other comprehensive income (loss) Accumulated Other Comprehensive Income (Loss), Net of Tax Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Restricted Cash Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Share-based Payment Arrangement Share-Based Payment Arrangement [Member] Cash and cash equivalents (VIE: $4,183 and $2,019 at January 31, 2022 and January 31, 2023, respectively) Cash and cash equivalents (VIE: $4,183 and $2,019 at January 31, 2022 and January 31, 2023, respectively) Cash and Cash Equivalents, at Carrying Value Deferred revenue Increase (Decrease) in Contract with Customer, Liability Total current assets Assets, Current Related party, non-cancellable agreement, renewal term (in years) Related Party, Non-Cancellable Agreement, Renewal Term Related Party, Non-Cancellable Agreement, Renewal Term Cash paid for taxes, net of refunds Income Taxes Paid, Net Contract with customer, liability, revenue recognized Contract with Customer, Liability, Revenue Recognized Business Acquisition [Line Items] Business Acquisition [Line Items] Entity Small Business Entity Small Business 2028 Purchase Obligation, to be Paid, Year Five Other Commitments [Table] Other Commitments [Table] Balance, beginning of year (in shares) Balance, end of year (in shares) Shares, Outstanding Measurement Frequency [Domain] Measurement Frequency [Domain] Number of reporting units Number of Reporting Units Stockholders’ Equity Stockholders' Equity Note Disclosure [Text Block] Share-based compensation arrangement by share-based payment award, shares issued in period Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period Revenues Revenues [Abstract] Intangible assets, net Net Carrying Amount Finite-Lived Intangible Assets, Net Line of Credit Facility [Table] Line of Credit Facility [Table] Remaining performance obligation, expected timing of satisfaction Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period Fair Value, Assets Measured on Recurring Basis Fair Value, Assets Measured on Recurring Basis [Table Text Block] Cost of Revenues Cost of Goods and Service [Policy Text Block] Summary of Significant Accounting Policies Significant Accounting Policies [Text Block] Unrecognized compensation costs Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Number of Shares Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] Contractual Obligation, Fiscal Year Maturity Contractual Obligation, Fiscal Year Maturity [Table Text Block] Property and Equipment Property, Plant and Equipment Disclosure [Text Block] Share-based payment arrangement, expense, tax benefit Share-Based Payment Arrangement, Expense, Tax Benefit Variable Interest Entity Consolidation, Variable Interest Entity, Policy [Policy Text Block] 2027 Purchase Obligation, to be Paid, Year Four Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value Outstanding, beginning of period Outstanding, end of period Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset [Domain] Accounts receivable Increase (Decrease) in Accounts Receivable Title of 12(b) Security Title of 12(b) Security Time deposits (included in other long-term assets) Other Assets, Fair Value Disclosure Consolidated Entities [Axis] Consolidated Entities [Axis] Agreement For Purchase Of Service Agreement For Purchase Of Service [Member] Agreement For Purchase Of Service Payments on revolving credit facility Repayments of Lines of Credit Capitalized contract cost, impairment loss Capitalized Contract Cost, Impairment Loss Income Tax Contingency [Line Items] Income Tax Contingency [Line Items] Payments of debt issuance costs Payments of Debt Issuance Costs Total lease obligations Operating Lease, Liability Balance, beginning of period Balance, end of period SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount Stock-Based Compensation Share-Based Payment Arrangement [Policy Text Block] Total Finance Lease, Liability, to be Paid Interest income, related party Interest Income, Related Party 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Two Net deferred tax liabilities Deferred Tax Liabilities, Net Liabilities, redeemable non-controlling interest, and stockholders’ equity Liabilities and Equity [Abstract] Defined Contribution Plan Defined Contribution Plan [Text Block] Granted (in USD per share) Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Acquisition of assets Payments to Acquire Intangible Assets Expired or forfeited (in USD per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Consideration received from offering Sale of Stock, Consideration Received on Transaction Accounts payable Accounts Payable, Current Restructuring charges Restructuring Charges Income Tax Authority [Axis] Income Tax Authority [Axis] Auditor Location Auditor Location Construction liability, noncurrent Construction Payable. Noncurrent Construction Payable. Noncurrent Organization and Description of Business Nature of Operations [Text Block] Zest AI Zest AI [Member] Zest AI Entity Filer Category Entity Filer Category Redeemable Noncontrolling Interest Redeemable Noncontrolling Interest [Table Text Block] Basic (in shares) Weighted average-common shares outstanding basic (in shares) Weighted Average Number of Shares Outstanding, Basic Stockholders’ equity Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] Federal Current Federal Tax Expense (Benefit) United States UNITED STATES Business combination, pro forma information, earnings or loss of acquiree since acquisition date, actual Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual Fully vested or expected to vest, end of period (in USD per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price Total stock-based compensation expense Share-Based Payment Arrangement, Expense Commitments and contingencies (Note 16) Commitments and Contingencies SimpleNexus SimpleNexus [Member] SimpleNexus Security Exchange Name Security Exchange Name Outstanding, beginning of period (in USD per share) Outstanding, end of period (in USD per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price Useful Life Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life Fair value of common stock issued as consideration for business acquisition Stock Issued Preferred stock, $0.001 par value; 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2022 and January 31, 2023 Preferred Stock, Value, Issued Redeemable non-controlling interest (Note 3) Beginning balance Ending balance Redeemable Noncontrolling Interest, Equity, Carrying Amount Preliminarily Allocated to Future Services Preliminarily Allocated to Future Services [Member] Preliminarily Allocated to Future Services Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] General and administrative General and Administrative Expense [Member] Total revenues Revenue from Contract with Customer, Excluding Assessed Tax Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Voting common stock issued Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Common shares reserved for future issuance Common shares reserved for future issuance Common Stock, Capital Shares Reserved for Future Issuance Cover [Abstract] Leases and Financing Obligations Lessee, Leases [Policy Text Block] Level 3 Fair Value, Inputs, Level 3 [Member] Entity Voluntary Filers Entity Voluntary Filers Goodwill, impairment loss Goodwill, Impairment Loss Tax credits Effective Income Tax Rate Reconciliation, Tax Credit, Percent Depreciation, nonproduction Depreciation, Nonproduction Restructuring and Related Activities [Abstract] Stock-Based Compensation Share-Based Payment Arrangement [Text Block] Balance, beginning of period Balance, end of period Accounts Receivable, Allowance for Credit Loss Preliminarily Allocated to Purchase Consideration Preliminarily Allocated to Purchase Consideration [Member] Preliminarily Allocated to Purchase Consideration Business Combinations [Abstract] Finance lease, weighted average discount rate, percent Finance Lease, Weighted Average Discount Rate, Percent Undistributed earnings of foreign subsidiaries Undistributed Earnings of Foreign Subsidiaries Revenues Revenue from Contract with Customer [Text Block] Deferred revenue Deferred Tax Assets, Deferred Income Restructuring and related cost, incurred cost Restructuring and Related Cost, Incurred Cost Risk-free interest rate Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Total liabilities, redeemable non-controlling interest, and stockholders’ equity Liabilities and Equity Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Net foreign currency (gains) losses Foreign Currency Transaction Gain (Loss), Unrealized Amortization of debt issuance costs Amortization of Debt Issuance Costs Long-term Debt, Type [Axis] Long-Term Debt, Type [Axis] Goodwill [Roll Forward] Goodwill [Roll Forward] Related Party [Axis] Related Party [Axis] Net loss attributable to redeemable non-controlling interest (Note 3) Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) Net Income (Loss) Attributable to Redeemable Noncontrolling Interest International Non-US [Member] Organization, Consolidation and Presentation of Financial Statements [Abstract] Total deferred tax assets Deferred Tax Assets, Gross Schedule of Income before Income Tax, Domestic and Foreign Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Acquisition of business, net of cash acquired Payments to Acquire Businesses, Net of Cash Acquired Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] Business acquisition, goodwill, expected tax deductible amount Business Acquisition, Goodwill, Expected Tax Deductible Amount Level 2 Fair Value, Inputs, Level 2 [Member] Debt Issuance Costs Debt, Policy [Policy Text Block] Purchase of investments (related party $0, $0, and $2,500, respectively) Payments to Acquire Investments Current Fiscal Year End Date Current Fiscal Year End Date Less: imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Diluted (in USD per share) Diluted net loss per share attributable to nCino, Inc. (in USD per share) Earnings Per Share, Diluted Sale of Stock [Domain] Sale of Stock [Domain] Subscription License and Service [Member] Trademarks and trade name Trademarks and Trade Names [Member] Stock issuance of contingent consideration (in shares) Stock Issued During Period, Shares, Continent Consideration Stock Issued During Period, Shares, Continent Consideration Award vesting period Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period Non-voting Common Stock Nonvoting Common Stock [Member] Redeemable Non-Controlling Interest Redeemable Non Controlling Interest, Policy [Policy Text Block] Redeemable Non Controlling Interest, Policy Stock issuance costs Payments of Stock Issuance Costs Ownership percentage by parent Noncontrolling Interest, Ownership Percentage by Parent Schedule of Stock by Class Schedule of Stock by Class [Table Text Block] Stock-based compensation APIC, Share-Based Payment Arrangement, Increase for Cost Recognition Concentration Risk Type [Axis] Concentration Risk Type [Axis] Total current liabilities Liabilities, Current Stock-based compensation (benefit) Other Restructuring [Member] Net working capital adjustment Business Combination, Net Working Capital Adjustment Business Combination, Net Working Capital Adjustment Finance lease, right-of-use asset, before accumulated amortization Finance Lease, Right-of-Use Asset, before Accumulated Amortization 2025 Lessee, Operating Lease, Liability, to be Paid, Year Two Schedule of Accounts, Notes, Loans and Financing Receivable Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Customer Concentration Risk Customer Concentration Risk [Member] Total deferred tax assets, net of valuation allowances Deferred Tax Assets, Net of Valuation Allowance Intangible assets Deferred Tax Liabilities, Intangible Assets Financial covenants, percent of sum of unrestricted and unencumbered cash Debt Instrument, Covenant, Consolidated Liquidity, Percent Of Total Unrestricted and Unencumbered Cash Debt Instrument, Covenant, Consolidated Liquidity, Percent Of Total Unrestricted and Unencumbered Cash Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] United States Income (Loss) from Continuing Operations before Income Taxes, Domestic Remaining performance obligation amount Revenue, Remaining Performance Obligation, Amount Expiration period Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period Line of credit facility, commitment fee percentage Line of Credit Facility, Commitment Fee Percentage Fully vested or expected to vest, end of period (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number Activity in Allowance for Doubtful Accounts Accounts Receivable, Allowance for Credit Loss [Table Text Block] Non-operating income (expense) Nonoperating Income (Expense) [Abstract] Lessee, Operating Lease, Liability, Maturity Lessee, Operating Lease, Liability, Maturity [Table Text Block] Entity Address, Address Line One Entity Address, Address Line One Income Tax Authority [Domain] Income Tax Authority [Domain] Product and Service [Axis] Product and Service [Axis] Class of Stock [Domain] Class of Stock [Domain] Number of equity incentive plans Number Of Equity Incentive Plans Number Of Equity Incentive Plans Fair Value Disclosures [Abstract] nCino K.K nCino K.K. [Member] nCino K.K. Statutory tax rate law changes Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent Interest expense Interest Expense Fully vested or expected to vest, end of period Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value Trade name Trade Names [Member] Credit Facility [Axis] Credit Facility [Axis] Tax Credit Carryforward [Table] Tax Credit Carryforward [Table] Business acquisition, volume, weighted average. duration Business Acquisition, Volume Weighted Average Price, Period Business Acquisition, Volume Weighted Average Price, Period Cash and Cash Equivalents [Domain] Cash and Cash Equivalents [Domain] Defined contribution plan, employer discretionary contribution amount Defined Contribution Plan, Employer Discretionary Contribution Amount Equity [Abstract] Lease asset Deferred Tax Liabilities, Leasing Arrangements Buildings Buildings and land Building [Member] Vested (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period Other accounts receivable Other Receivables, Net, Current Entity Tax Identification Number Entity Tax Identification Number Number of shares authorized (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized 2026 Purchase Obligation, to be Paid, Year Three Aggregate Intrinsic Value (In thousands) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] Operating lease liabilities Increase (Decrease) In Operating Lease Payments Increase (Decrease) In Operating Lease Payments Financial covenants, required minimum cash Financial Covenants, Required Minimum Cash Financial Covenants, Required Minimum Cash Advertising expense Advertising Expense Equity compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits Total deferred tax liabilities Deferred Tax Liabilities, Gross Revenue from Contract with Customer [Abstract] Net Income (Loss) Attributable to Redeemable Noncontrolling Interest, Net of Adjustment Net Income (Loss) Attributable to Redeemable Noncontrolling Interest, Net of Adjustment Net Income (Loss) Attributable to Redeemable Noncontrolling Interest, Net of Adjustment Consolidated Entities [Domain] Consolidated Entities [Domain] Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Net increase (decrease) in cash, cash equivalents, and restricted cash Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Restructuring and Related Costs Restructuring and Related Costs [Table Text Block] Schedule II Valuation and Qualifying Accounts SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] Impairment Assessment Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] 2028 Finite-Lived Intangible Asset, Expected Amortization, Year Five Entity Central Index Key Entity Central Index Key Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Interest income Investment Income, Interest Measurement Frequency [Axis] Measurement Frequency [Axis] Research and Development Research and Development Expense, Policy [Policy Text Block] Weighted Average Grant Date Fair Value Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] Total consideration Business Combination, Consideration Transferred Concentration of Credit Risk and Significant Customers Concentration Risk, Credit Risk, Policy [Policy Text Block] Accrued expenses and other current liabilities Other Accrued Liabilities, Current Entity [Domain] Entity [Domain] City Area Code City Area Code General and administrative General and Administrative Expense Assets Assets [Abstract] Long-term Debt, Type [Domain] Long-Term Debt, Type [Domain] Retirement Benefits [Abstract] Total Purchase Obligation Other Commitments [Line Items] Other Commitments [Line Items] Statement of Stockholders' Equity [Abstract] Line of credit, current Line of Credit, Current Sale of Stock [Axis] Sale of Stock [Axis] Advertising Advertising Cost [Policy Text Block] Remaining performance obligation percentage Revenue, Remaining Performance Obligation, Percentage Cost of subscription revenues Cost, Depreciation Residual financing obligations and assets Finance Lease, Liability, Residual Financing Obligations and Assets Finance Lease, Liability, Residual Financing Obligations and Assets Cash flows from financing activities Net Cash Provided by (Used in) Financing Activities [Abstract] Building-leased facility acquired through financing obligation Building-Leased Facility Acquired Through Financing Obligation Building-Leased Facility Acquired Through Financing Obligation Proceeds from initial public offering, net of underwriting discounts and commissions Proceeds from Issuance Initial Public Offering Cost of subscription revenues Cost of Goods and Services Sold - License And Service [Member] Cost of Goods and Services Sold - License And Service Basic and Diluted Loss per Common Share Earnings Per Share, Policy [Policy Text Block] Stock-based compensation Share-Based Payment Arrangement, Noncash Expense Estimated redeemable noncontrolling interest redemption Value Redeemable Noncontrolling Interest, Equity, Redemption Value Modification to reduce right-of-use assets and operating lease liabilities Modification To Reduce Right-Of-Use Assets And Operating Lease Liabilities Modification To Reduce Right-Of-Use Assets And Operating Lease Liabilities Less comprehensive loss attributable to redeemable non-controlling interest: Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest [Abstract] Variable Rate [Axis] Variable Rate [Axis] Less: amount representing interest Finance Lease, Liability, Undiscounted Excess Amount Purchases of property and equipment Payments to Acquire Property, Plant, and Equipment Research and development Research and Development Expense [Member] Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] 2024 Finite-Lived Intangible Asset, Expected Amortization, Year One Thereafter Finance Lease, Liability, to be Paid, after Year Five Schedule of Earnings Per Share, Basic and Diluted Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Right-of-use assets obtained in exchange for operating lease liabilities Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Cost of Sales Cost of Sales [Member] Costs incurred related to stock issuance Sale Of Stock, Costs Incurred Related To Stock Issuance Sale Of Stock, Costs Incurred Related To Stock Issuance Restructuring and related cost, number of positions eliminated, period percent Restructuring and Related Cost, Number of Positions Eliminated, Period Percent Customer [Domain] Customer [Domain] Debt instrument, capital stock of foreign subsidiaries owned, percentage Debt Instrument, Capital Stock Of Foreign Subsidiaries Owned, Percentage Debt Instrument, Capital Stock Of Foreign Subsidiaries Owned, Percentage EX-101.PRE 18 ncno-20230131_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 19 ncno-20230131_g1.jpg begin 644 ncno-20230131_g1.jpg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end GRAPHIC 20 ncno-20230131_g2.jpg begin 644 ncno-20230131_g2.jpg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
XML 22 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Audit Information
 12 Months Ended
Jan. 31, 2023
Audit Information [Abstract]  
Auditor Name Ernst & Young LLP
Auditor Location Raleigh, North Carolina
Auditor Firm ID 42
XML 23 R3.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Current assets    
Cash and cash equivalents (VIE: $4,183 and $2,019 at January 31, 2022 and January 31, 2023, respectively) $ 82,036 $ 88,014
Accounts receivable, less allowances of $151 and $899 at January 31, 2022 and January 31, 2023, respectively 99,497 74,528
Costs capitalized to obtain revenue contracts, current portion, net 9,386 7,583
Prepaid expenses and other current assets 16,274 13,384
Total current assets 207,193 183,509
Property and equipment, net 84,442 60,677
Operating lease right-of-use assets, net 10,508 13,170
Costs capitalized to obtain revenue contracts, noncurrent, net 18,229 16,403
Goodwill 839,440 841,487
Intangible assets, net 152,825 180,122
Investments (related party $0 and $2,500 at January 31, 2022 and January 31, 2023, respectively) 6,531 4,031
Other long-term assets 8,101 1,615
Total assets 1,327,269 1,301,014
Current liabilities    
Accounts payable 11,878 11,366
Accrued compensation and benefits 22,623 21,454
Accrued expenses and other current liabilities 10,897 14,744
Deferred revenue, current portion 154,871 122,643
Financing obligations, current portion 1,015 621
Operating lease liabilities, current portion 3,874 3,548
Total current liabilities 205,158 174,376
Operating lease liabilities, noncurrent 7,282 11,198
Deferred income taxes, noncurrent 2,797 1,675
Deferred revenue, noncurrent 0 44
Revolving credit facility, noncurrent 30,000 0
Financing obligations, noncurrent 54,365 33,478
Construction liability, noncurrent 0 9,736
Total liabilities 299,602 230,507
Commitments and contingencies (Note 16)
Redeemable non-controlling interest (Note 3) 3,589 2,882
Stockholders’ equity    
Preferred stock, $0.001 par value; 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2022 and January 31, 2023 0 0
Common stock, $0.0005 par value; 500,000,000 shares authorized as of January 31, 2022 and January 31, 2023; 109,778,542 and 111,424,132 shares issued and outstanding as of January 31, 2022 and January 31, 2023, respectively 56 55
Additional paid-in capital 1,333,669 1,277,258
Accumulated other comprehensive income (loss) 694 (72)
Accumulated deficit (310,341) (209,616)
Total stockholders’ equity 1,024,078 1,067,625
Total liabilities, redeemable non-controlling interest, and stockholders’ equity $ 1,327,269 $ 1,301,014
XML 24 R4.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Balance Sheets - (Parenthetical) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Cash and cash equivalents (VIE: $4,183 and $2,019 at January 31, 2022 and January 31, 2023, respectively) $ 82,036 $ 88,014
Accounts receivable, less allowances of $151 and $899 at January 31, 2022 and January 31, 2023, respectively 899 151
Investments (related party $0 and $2,500 at January 31, 2022 and January 31, 2023, respectively) $ 6,531 $ 4,031
Preferred stock, par value (in USD per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in USD per share) $ 0.0005 $ 0.0005
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares, issued (in shares) 111,424,132 109,778,542
Common stock, shares outstanding (in shares) 111,424,132 109,778,542
Affiliated Entity    
Investments (related party $0 and $2,500 at January 31, 2022 and January 31, 2023, respectively) $ 2,500 $ 0
Variable Interest Entity, Primary Beneficiary    
Cash and cash equivalents (VIE: $4,183 and $2,019 at January 31, 2022 and January 31, 2023, respectively) $ 2,019 $ 4,183
XML 25 R5.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Revenues      
Total revenues $ 408,315 $ 273,865 $ 204,293
Cost of revenues      
Total cost of revenues 169,606 111,413 88,135
Gross profit 238,709 162,452 116,158
Operating expenses      
Sales and marketing 127,669 82,901 59,731
Research and development 121,576 79,363 58,263
General and administrative 83,477 71,545 40,772
Total operating expenses 332,722 233,809 158,766
Loss from operations (94,013) (71,357) (42,608)
Non-operating income (expense)      
Interest income 403 194 361
Interest expense (2,807) (1,514) (130)
Other income (expense), net (1,356) (1,277) 1,693
Loss before income taxes (97,773) (73,954) (40,684)
Income tax provision (benefit) 4,071 (23,833) 586
Net loss (101,844) (50,121) (41,270)
Net loss attributable to redeemable non-controlling interest (Note 3) (1,119) (1,569) (1,130)
Adjustment attributable to redeemable non-controlling interest (Note 3) 1,995 894 396
Net loss attributable to nCino, Inc. $ (102,720) $ (49,446) $ (40,536)
Net loss per share attributable to nCino, Inc.:      
Basic (in USD per share) $ (0.93) $ (0.51) $ (0.46)
Diluted (in USD per share) $ (0.93) $ (0.51) $ (0.46)
Weighted average number of common shares outstanding:      
Basic (in shares) 110,615,734 96,722,464 87,678,323
Diluted (in shares) 110,615,734 96,722,464 87,678,323
Subscription      
Revenues      
Total revenues $ 344,752 $ 224,854 $ 162,439
Cost of revenues      
Total cost of revenues [1] 106,265 64,508 47,969
Professional Services and other      
Revenues      
Total revenues 63,563 49,011 41,854
Cost of revenues      
Total cost of revenues $ 63,341 $ 46,905 $ 40,166
[1] See Note 9 "Reseller Agreement" and Note 17 "Related-Party Transactions."
XML 26 R6.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Statements of Operations - (Parenthetical) - Subscription - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Revenue from related parties $ 0 $ 0 $ 2,439
Related party costs $ 0 $ 41,404 $ 34,831
XML 27 R7.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Statement of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net loss $ (101,844) $ (50,121) $ (41,270)
Other comprehensive income (loss):      
Foreign currency translation 572 (568) 817
Other comprehensive income (loss) 572 (568) 817
Comprehensive loss (101,272) (50,689) (40,453)
Less comprehensive loss attributable to redeemable non-controlling interest:      
Net loss attributable to redeemable non-controlling interest (1,119) (1,569) (1,130)
Foreign currency translation attributable to redeemable non-controlling interest (194) (256) 169
Comprehensive loss attributable to redeemable non-controlling interest (1,313) (1,825) (961)
Comprehensive loss attributable to nCino, Inc. $ (99,959) $ (48,864) $ (39,492)
XML 28 R8.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Statements of Stockholders’ Equity - USD ($)
$ in Thousands
Total
Common Stock
Common Stock
Voting Common Stock
Common Stock
Non-voting Common Stock
Additional Paid-in Capital
Other Comprehensive Income (Loss)
Accumulated Deficit
Balance, beginning of year (in shares) at Jan. 31, 2020   0 75,596,007 5,931,319      
Balance, beginning of year at Jan. 31, 2020 $ 167,273 $ 0 $ 38 $ 3 $ 288,564 $ (408) $ (120,924)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions (in shares)   9,269,000          
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions 268,375 $ 5     268,370    
Costs in connection with initial public offering (4,534)       (4,534)    
Exercise of stock options (in shares)   1,983,169 325,530 0      
Exercise of stock options 8,745 $ 1     8,744    
Reclassification of voting and non-voting common stock (in shares)   81,852,856 75,921,537 5,931,319      
Reclassification of voting and non-voting common stock   $ 41 $ (38) $ (3)      
Stock issuance upon vesting of restricted stock units (in shares)   253,042          
Stock issuance of contingent consideration (in shares)   285,692          
Stock-based compensation 25,208       25,208    
Other comprehensive income (loss) 648         648  
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest (40,536)       (396)   (40,140)
Balance, end of year (in shares) at Jan. 31, 2021   93,643,759 0 0      
Balance, end of year at Jan. 31, 2021 425,179 $ 47 $ 0 $ 0 585,956 240 (161,064)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Costs in connection with initial public offering (210)            
Stock issuance related to business combinations (in shares)   12,762,146          
Stock issuance related to business combinations 647,299 $ 7     647,292    
Exercise of stock options (in shares)   2,758,904          
Exercise of stock options 13,907 $ 1     13,906    
Stock issuance upon vesting of restricted stock units (in shares)   559,191          
Stock issuance under the employee stock purchase plan (in shares)   54,542          
Stock issuance under the employee stock purchase plan 2,543       2,543    
Stock-based compensation 28,455       28,455    
Other comprehensive income (loss) (312)         (312)  
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest (49,446)       (894)   (48,552)
Balance, end of year (in shares) at Jan. 31, 2022   109,778,542 0 0      
Balance, end of year at Jan. 31, 2022 $ 1,067,625 $ 55 $ 0 $ 0 1,277,258 (72) (209,616)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Exercise of stock options (in shares) 579,662 579,662          
Exercise of stock options $ 3,750 $ 1     3,749    
Stock issuance upon vesting of restricted stock units (in shares)   883,561          
Stock issuance under the employee stock purchase plan (in shares)   182,367          
Stock issuance under the employee stock purchase plan 4,450       4,450    
Stock-based compensation 50,207       50,207    
Other comprehensive income (loss) 766         766  
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest (102,720)       (1,995)   (100,725)
Balance, end of year (in shares) at Jan. 31, 2023   111,424,132 0 0      
Balance, end of year at Jan. 31, 2023 $ 1,024,078 $ 56 $ 0 $ 0 $ 1,333,669 $ 694 $ (310,341)
XML 29 R9.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Statements of Stockholders’ Equity - (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Statement of Stockholders' Equity [Abstract]    
Issuance costs $ 210 $ 4,534
XML 30 R10.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Statement of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Net Cash Provided by (Used in) Operating Activities [Abstract]      
Net loss attributable to nCino, Inc. $ (102,720) $ (49,446) $ (40,536)
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest, Net of Adjustment 876 (675) (734)
Net loss (101,844) (50,121) (41,270)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Depreciation and amortization 34,652 10,006 7,431
Non-cash operating lease costs 3,840 2,534 0
Amortization of costs capitalized to obtain revenue contracts 8,459 5,779 4,682
Amortization of debt issuance costs 177 0 0
Stock-based compensation 50,232 28,477 25,208
Deferred income taxes 1,627 (24,280) 168
Provision for bad debt 806 90 100
Net foreign currency (gains) losses 1,548 1,860 (1,691)
Change in operating assets and liabilities:      
Accounts receivable (26,795) (13,507) (20,614)
Accounts receivable, related parties 0 0 9,201
Costs capitalized to obtain revenue contracts (12,235) (11,045) (8,967)
Prepaid expenses and other assets (3,433) (2,503) (3,342)
Accounts payable 35 8,796 346
Accounts payable, related parties 0 (4,363) 956
Accrued expenses and other current liabilities (1,210) 7,311 6,740
Deferred rent 0 0 (52)
Deferred revenue 33,527 24,317 38,339
Deferred revenue, related parties 0 0 (8,013)
Operating lease liabilities (4,767) (2,580) 0
Net cash provided by (used in) operating activities (15,381) (19,229) 9,222
Cash flows from investing activities      
Acquisition of business, net of cash acquired 676 (268,994) 0
Acquisition of assets (563) 0 0
Purchases of property and equipment (18,338) (5,463) (4,338)
Purchase of investments (related party $0, $0, and $2,500, respectively) (2,500) (4,031) 0
Net cash used in investing activities (20,725) (278,488) (4,338)
Cash flows from financing activities      
Proceeds from initial public offering, net of underwriting discounts and commissions 0 0 268,375
Stock issuance costs 0 (210) (2,765)
Proceeds from borrowings on revolving credit facility 50,000 0 0
Payments on revolving credit facility (20,000) 0 0
Payments of debt issuance costs (367) 0 0
Exercise of stock options 3,750 13,907 8,745
Stock issuance under the employee stock purchase plan 4,450 2,543 0
Contingent consideration payments 0 0 (197)
Principal payments on financing obligations (1,121) (318) (37)
Net cash provided by financing activities 36,712 15,922 274,121
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash (1,587) (1,231) 1,236
Net increase (decrease) in cash, cash equivalents, and restricted cash (981) (283,026) 280,241
Cash, cash equivalents, and restricted cash, beginning of period 88,399 371,425 91,184
Cash, cash equivalents, and restricted cash, end of period 87,418 88,399 371,425
Cash and cash equivalents (VIE: $4,183 and $2,019 at January 31, 2022 and January 31, 2023, respectively) 82,036 88,014 371,425
Restricted cash included in other long-term assets 5,382 385 0
Supplemental disclosure of cash flow information      
Cash paid for taxes, net of refunds 664 1,003 631
Cash paid for interest 2,617 1,514 130
Supplemental disclosure of noncash investing and financing activities      
Purchase of property and equipment, accrued but not paid 720 11,225 14
Building-leased facility acquired through financing obligation 22,402 18,154 16,300
Fair value of common stock issued as consideration for business acquisition 0 647,509 0
Costs related to initial public offering, reclassified from other long term assets to equity 0 0 1,769
Accrued purchase price related to acquisitions 356 54 0
Measurement period adjustment relating to business acquisition $ 1,285 $ 0 $ 0
XML 31 R11.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Statements of Cash Flows - (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Purchase of investments (related party $0, $0, and $2,500, respectively) $ (2,500) $ (4,031) $ 0
Affiliated Entity      
Purchase of investments (related party $0, $0, and $2,500, respectively) $ (2,500) $ 0 $ 0
XML 32 R12.htm IDEA: XBRL DOCUMENT v3.23.1
Organization and Description of Business
 12 Months Ended
Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business Organization and Description of Business
Organization: On November 16, 2021, nCino, Inc. (now nCino OpCo, Inc., "nCino OpCo") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Penny HoldCo, Inc. (now nCino, Inc., "nCino, Inc."), a Delaware corporation incorporated on November 12, 2021 as a wholly-owned subsidiary of nCino OpCo, and certain other parties. On January 7, 2022, in connection with the closing of the transactions contemplated by the Merger Agreement, Penny HoldCo, Inc. changed its name to nCino, Inc. and nCino, Inc. changed its name to nCino OpCo, Inc. and became a wholly-owned subsidiary of nCino, Inc.
nCino OpCo was initially organized as a North Carolina limited liability company named BANKR, LLC on December 13, 2011. On April 3, 2012, BANKR, LLC was renamed nCino, LLC which was reincorporated as nCino, Inc. (now nCino OpCo) in the State of Delaware on December 18, 2013.
Merger: On January 7, 2022, pursuant to the Merger Agreement, nCino, Inc. and nCino OpCo completed a series of mergers in which nCino, Inc. became the parent of nCino OpCo and SimpleNexus, LLC ("SimpleNexus"). Each share of nCino OpCo common stock, par value $0.0005 per share issued and outstanding was converted into one fully paid and nonassessable share of nCino, Inc. common stock, par value $0.0005. nCino, Inc. became the successor issuer and reporting company to nCino OpCo pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended. On January 10, 2022, shares of nCino OpCo were suspended from trading on the Nasdaq Global Select Market, and shares of nCino, Inc. commenced using nCino OpCo's trading history under the ticker symbol "NCNO".
See Note 7 "Business Combinations" for additional information regarding the SimpleNexus acquisition.
Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “nCino,” and the “Company” refer to nCino, Inc. and its consolidated subsidiaries after the Merger Agreement and to nCino OpCo, Inc. (formerly known as nCino, Inc.) and its consolidated subsidiaries before the Merger Agreement.
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 US, North America, Europe and Asia Pacific.
Fiscal Year End: The Company’s fiscal year ends on January 31.
XML 33 R13.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies
 12 Months Ended
Jan. 31, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.
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.
Initial Public Offering: On July 13, 2020, the Company's Registration Statement on Form S-1 relating to the initial public offering ("IPO") of its common stock was declared effective by the Securities and Exchange Commission ("SEC"). Prior to the closing of the IPO, the Company's certificate of incorporation was amended such that all outstanding shares of voting common stock and non-voting common stock were reclassified into a single class of stock designated as common stock which has one vote per share. In addition, effective upon the closing of the IPO, the Company's certificate of incorporation was amended and restated such that the total number of shares of common stock authorized to issue, par value $0.0005, was increased to 500,000,000 shares and the total number of shares of preferred stock authorized to issue, par value
$0.001, was increased to 10,000,000 shares. In connection with the IPO, the Company issued and sold 9,269,000 shares of common stock (including shares issued pursuant to the exercise in full of the underwriters' option to purchase additional shares) at a public offering price of $31.00 per share for net proceeds of $268.4 million, after deducting underwriters' discounts and commissions.
Prior to the IPO, deferred offering costs, which consisted of legal, accounting, consulting and other direct fees, and costs relating to the IPO, were capitalized in other long-term assets. Upon consummation of the IPO, these costs were offset against the proceeds from the IPO and recorded in additional paid-in capital.
Secondary Public Offering: On October 13, 2020, the Company completed an underwritten secondary public offering of 7,712,985 shares of common stock (including shares issued pursuant to the exercise in full of the underwriters' option to purchase additional shares) (the "Secondary Offering") held by certain stockholders of the Company (the "Selling Stockholders"). The Company did not offer any shares of common stock in the Secondary Offering and did not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. The Company incurred costs of $1.0 million in relation to the Secondary Offering for the fiscal year ended January 31, 2021 and such costs are recorded as a component of general and administrative expenses on the consolidated statements of operations. The Company received $1.7 million in cash (excluding withholding taxes) in connection with the exercise of 554,112 options by certain stockholders participating in the Secondary Offering. In addition, concurrent with the pricing of the Secondary Offering, the underwriters in the Company's IPO released an additional 367,561 shares from lock-up agreements, signed in connection with the IPO, with stockholders who did not participate in the Secondary Offering. The release consisted of both outstanding shares and shares subject to options.
Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, 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.
Operating Segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources, and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level.
Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2022 and January 31, 2023. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.
As of January 31, 2022, one individual customer represented more than 12% of accounts receivable and, as of January 31, 2023, no individual customer represented over 10% of accounts receivable. For the fiscal years ended January 31, 2022 and 2023, no individual customer represented more than 10% of the Company’s total revenues.
Revenue Recognition: The Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance
obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.
The Company determines revenue recognition through the following steps:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenues when, or as, the Company satisfies a performance obligation.
Subscription Revenues
Subscription revenues primarily consist of fees for providing customers access to the Company’s solutions, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates, and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer, which the Company believes best reflects the manner in which the Company’s customers utilize the Company’s subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the Company's solutions at any time and, as a result, are accounted for as a service contract. Generally, the Company’s subscription contracts are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. SimpleNexus contracts typically range from one to three years and are generally billed monthly in advance. Subscription arrangements that are cancelable generally have penalty clauses.
Professional Services and Other Revenues
Professional services revenues primarily consist of fees for deployment, configuration, and optimization services, training. The majority of the Company’s professional services contract revenues are recognized over time based on a proportional performance methodology which utilizes input methods. The Company’s professional services contracts are billed on a time and materials or fixed fee basis.
Contracts with Multiple Performance Obligations
Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company’s go-to-market strategy, historical sales, and contract prices. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP.
Given the variability of pricing, the Company uses a range of SSP. The Company determines the SSP range using information that may include market conditions or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of products and services by customer size.
Costs Capitalized to Obtain Revenue Contracts
The Company capitalizes incremental costs of obtaining a non-cancelable subscription and support revenue contract if the Company expects the benefit of those costs to be longer than one year. The capitalized amounts are subsequently
amortized over the estimated life of the contract. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees. Capitalized costs related to new revenue contracts are amortized on a straight-line basis over four to five years, which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations.
Judgments
Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations.
Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size. Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models.
Capitalized costs to obtain a contract are amortized over the expected period of benefit, which the Company has determined, based on analysis, to be approximately four to five years. The Company evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life, and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one year, the Company expenses the amount as incurred, utilizing the practical expedient. The Company regularly evaluates whether there have been changes in the underlying assumptions and data used to determine the amortization period.
At times, the Company provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are determined at contract inception and reduce the revenues recognized for a particular contract. At the end of each reporting period, the Company reviews and updates its estimates as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2023.
The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial to these consolidated financial statements.
Deferred Revenue: Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and deposits. Deferred revenue is recognized as revenue recognition criteria has been met. Customers are typically invoiced for these agreements in advance of regular annual installments and revenues are recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-
month period are recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets.
Payment terms vary by contract, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing services, such as invoicing at the beginning of a subscription term with revenues recognized ratably over the contract period, and not to provide financing to customers. Any implied financing costs are considered insignificant in the context of the Company’s contracts.
Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at fair value.
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 other long-term assets at January 31, 2022 and January 31, 2023 on the consolidated balance sheets.
Accounts Receivable and Allowances: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while SimpleNexus' standard billing terms are monthly in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.
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.
A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:
Fiscal Year Ended January 31,
202120222023
Balance, beginning of period$— $88 $151 
Charged to bad debt expense100 90 806 
Write-offs and other(17)(24)(55)
Translation adjustments5 (3)(3)
Balance, end of period$88 $151 $899 
Leases: The Company determines if an arrangement is or contains a lease at inception date based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. The Company accounts for lease and non-lease components as a single lease component for its facilities and equipment leases. The Company did not have any finance leases as of January 31, 2023.
Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease term reflects the noncancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. The Company's leases do not generally provide an implicit rate; therefore, the Company uses its incremental borrowing rate in determining the present value of the lease payments. Lease expense is recognized on a straight-line basis over the lease term.
The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term.
Property and Equipment: Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets and commences once the asset is placed in service or is ready for its intended use. The estimated useful lives by asset classification are generally as follows:
Asset ClassificationEstimated Useful Life
Furniture and fixtures
3-7 years
Computers and equipment
3 years
Buildings
40 years
Leasehold improvementsShorter of remaining life of the lease term or estimated useful life
When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from their respective accounts, and any gain or loss on such retirement is reflected in operating expenses.
Financing Obligations: The Company records assets and liabilities for lease arrangements where the Company has continued involvement due to purchase options and is deemed to be the owner for accounting purposes.
Intangible Assets: Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.
Impairment Assessment: The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. There were no material impairments of intangible assets or long-lived assets during the fiscal years ended January 31, 2021, 2022, and 2023.
Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on November 1, the first day of the fourth quarter of the fiscal year, or more frequently if circumstances indicate an impairment may have occurred between annual impairment tests. The Company has one reporting unit, therefore the Company evaluates goodwill for impairment at the entity level. To perform its impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. The qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company-specific events, changes in circumstances and our share price. If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired. If it is determined that it is more likely than not that the fair value of the Company is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount. The Company may elect to bypass the qualitative
assessment and perform the quantitative assessment. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. There is no goodwill impairment for the fiscal years ended January 31, 2021, 2022, and 2023.
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 investment, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the consolidated balance sheets. 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 (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”
Business Combinations: Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and may be subject to refinement due to unanticipated events and circumstances. For intangible assets, the Company typically uses income-based methods of valuation (for example, the multi-period excess earnings method is used to estimate the fair value estimate of customer relationships and the relief from royalty method is used in the fair value estimate of developed technologies) . These methods typically start with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in these methods are forecasted revenues, obsolescence life and factor, customer attrition rate, and the discount rate among other assumptions.
Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.
For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. Contingent
consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations.
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 observable price changes are recognized currently in the Company's consolidated statement 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.
Debt Issuance Costs: Debt issuance costs are initially deferred and amortized to interest expense on a straight-line basis over the expected term of the debt. The Company uses the straight-line basis as it approximates the amounts calculated under the effective-interest method. Unamortized debt issuance costs related to the secured revolving credit facility are considered long-term and are included in other long-term assets in the consolidated balance sheets.
Cost of Revenues: Cost of subscription and support revenues consists of costs related to hosting the Company’s software solutions and employee-related costs, including stock-based compensation expenses and allocated overhead associated with customer support. Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors. Allocated overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense. As such, general overhead expenses are reflected in each cost of revenues and operating expenses category.
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.
Advertising: Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses. Advertising expenses are recorded in sales and marketing expenses in the consolidated statements of operations and were $3.1 million, $5.8 million, and $8.7 million for the fiscal years ended January 31, 2021, 2022, and 2023, respectively.
Income Taxes: Deferred income taxes are determined using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are also recorded for any tax attributes, such as net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment within income tax expense. The Company reflects the expected amount of income taxes to be paid or refunded during the year as current income tax expense or benefit, as applicable.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.
The Company follows the accounting standards on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the tax position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the benefit having a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on
accounting for uncertainty in income taxes also addresses de-recognition, classification, interest, and penalties on income taxes, and accounting interim periods.
When and if applicable, potential interest and penalties are accrued as incurred, within income tax provision.
Other Comprehensive Income (Loss): Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and includes unrealized gains and losses on foreign currency translation adjustments.
Foreign Currency Exchange: The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss recorded in foreign currency translation line item. Foreign currency transaction gains and losses due to transactions from assets and liabilities denominated in a currency other than the functional currency are included in other expense in the consolidated statements of operations and were $1.5 million, $(2.0) million, and $(1.4) million for the fiscal years ended January 31, 2021, 2022, and 2023, respectively, primarily related to various intercompany loans. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates.
Stock-Based Compensation: As further described in Note 11 "Stock-Based Compensation," the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company establishes fair value as the measurement objective in accounting for share-based payment transactions with employees and recognizes expense on a straight-line basis over the applicable vesting period.
Basic and Diluted Loss per Common Share: Basic loss per share is calculated by dividing the net loss attributable to nCino, Inc. by the weighted-average number of shares of common stock outstanding for the period.
Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the Employee Stock Purchase Plan (the "ESPP") when determining the weighted-average number of common shares outstanding. For purposes of the diluted loss per share calculation, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.
XML 34 R14.htm IDEA: XBRL DOCUMENT v3.23.1
Variable Interest Entity and Redeemable Non-Controlling Interest
 12 Months Ended
Jan. 31, 2023
Noncontrolling Interest [Abstract]  
Variable Interest Entity and Redeemable Non-Controlling Interest Variable Interest Entity and Redeemable Non-Controlling Interest
In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K. that is focused on the distribution of the Company’s products in Japan. In October 2019, the Company initially contributed $4.7 million in cash in exchange for 51% of the outstanding common stock of nCino K.K. As of January 31, 2023, the Company controls a majority of the outstanding common stock in nCino K.K.
All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s consolidated balance sheets. The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $3.3 million at January 31, 2023.
The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:
Fiscal Year Ended January 31,
202120222023
Balance, beginning of period$4,356 $3,791 $2,882 
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)(1,130)(1,569)(1,119)
Foreign currency translation169 (256)(194)
Adjustment to redeemable non-controlling interest396 894 1,995 
Stock-based compensation expense1
— 22 25 
Balance, end of period$3,791 $2,882 $3,589 
1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.
XML 35 R15.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements
 12 Months Ended
Jan. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements 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, 2022 and January 31, 2023 because of the relatively short duration of these instruments.
The carrying amount of any outstanding borrowings on the Company's revolving credit facility approximates fair value due to the variable interest rates of the borrowings.
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, 2022 and January 31, 2023 and indicates the fair value hierarchy of the valuation:
Fair value measurements on a recurring basis as of January 31, 2022
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$11,129 $— $— 
Time deposits (included in other long-term assets)385 — — 
Total assets$11,514 $— $— 
Fair value measurements on a recurring basis as of January 31, 2023
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$17,149 $— $— 
Time deposits (included in other long-term assets)382 — — 
Total assets$17,531 $— $— 
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 nonrecurring basis include the investments accounted for under the measurement alternative. There was no adjustment or impairment recognized for the fiscal years ended January 31, 2021, 2022, and 2023, respectively.
XML 36 R16.htm IDEA: XBRL DOCUMENT v3.23.1
Revenues
 12 Months Ended
Jan. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenues Revenues
Revenues by Geographic Area
Revenues by geographic region were as follows:
Fiscal Year Ended January 31,
202120222023
United States$180,923 $230,301 $346,494 
International23,370 43,564 61,821 
$204,293 $273,865 $408,315 
The Company disaggregates its revenues from contracts with customers by geographic location. Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. No country outside the United States represented 10% or more of total revenues.
Contract Amounts
Accounts Receivable
Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2022 and January 31, 2023:
As of January 31,
20222023
Trade accounts receivable$71,417 $94,729 
Unbilled accounts receivable2,161 4,920 
Allowance for doubtful accounts(151)(899)
Other accounts receivable1
1,101 747 
Total accounts receivable, net$74,528 $99,497 
1Includes $0.5 million and $0.1 million income tax receivable of as of January 31, 2022 and January 31, 2023, respectively.
Deferred Revenue and Remaining Performance Obligations
Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenues recognized in the period. During the fiscal year ended January 31, 2023, $120.7 million of revenues were recognized out of the deferred revenue balance as of January 31, 2022.
Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates. The Company applies practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, and any estimated amounts of variable consideration that are subject to constraint.
Remaining performance obligations were $944.1 million as of January 31, 2023. The Company expects to recognize approximately 67% of its remaining performance obligation as revenues in the next 24 months, approximately 29% more in the following 25 to 48 months, and the remainder thereafter.
Costs Capitalized to Obtain Revenue Contracts
During the fiscal years ended January 31, 2021, 2022, and 2023, the Company amortized $4.7 million, $5.8 million, and $8.5 million of capitalized contract acquisition costs within sales and marketing expense, respectively. The Company did not incur any impairment losses.
Capitalized contract acquisition costs were $24.0 million and $27.6 million as of January 31, 2022 and January 31, 2023, of which $16.4 million and $18.2 million was long-term in the consolidated balance sheets, respectively. The remaining balance of the capitalized costs to obtain contracts was current.
XML 37 R17.htm IDEA: XBRL DOCUMENT v3.23.1
Property and Equipment
 12 Months Ended
Jan. 31, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
Property and equipment, net consisted of the following:
As of January 31,
20222023
Furniture and fixtures$7,503 $10,730 
Computers and equipment7,496 8,361 
Buildings and land1
33,977 56,379 
Leasehold improvements14,111 28,702 
Construction in progress13,081 673 
76,168 104,845 
Less accumulated depreciation(15,491)(20,403)
$60,677 $84,442 
1See Note 16 "Commitments and Contingencies."
The Company recognized depreciation expense as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$268 $337 $399 
Cost of professional services and other revenues1,029 1,095 1,301 
Sales and marketing1,076 1,182 1,452 
Research and development1,347 1,842 2,435 
General and administrative506 643 865 
Total depreciation expense$4,226 $5,099 $6,452 
Property and equipment by geographic region were as follows:
As of January 31,
20222023
United States$60,034 $83,594 
International643 848 
$60,677 $84,442 
XML 38 R18.htm IDEA: XBRL DOCUMENT v3.23.1
Business Combinations
 12 Months Ended
Jan. 31, 2023
Business Combinations [Abstract]  
Business Combinations Business Combinations
SimpleNexus
On January 7, 2022 (the "Acquisition Date") through a series of mergers, the Company acquired all outstanding membership interests of SimpleNexus which provides mobile-first homeownership software that spans engagement, origination, closing and business intelligence, headquartered in Lehi, Utah. The Company acquired SimpleNexus for its complementary products and mobile-first offerings and believes this will provide greater value for new and existing customers. The business combination is considered a related party transaction as entities affiliated with Insight Partners (“Insight Partners”) were equityholders of SimpleNexus and certain other parties in connection with the series of mergers, and other affiliates of Insight Partners are currently significant stockholders of the Company. The Company has included the financial results of SimpleNexus in the consolidated statements of operations from Acquisition date. The transaction costs associated with the acquisition were approximately $10.0 million and were recorded in general and administrative expenses for the fiscal year
ended January 31, 2022. The Company also recognized $0.2 million in stock issuance costs associated with the share consideration that were reported as a reduction of additional paid-in capital within stockholders' equity.
The fair value of the consideration transferred was $933.6 million on the Acquisition Date, subject to a net working capital adjustment. The net working capital adjustment was finalized in July 2022, resulting in a decrease to the purchase price of $0.7 million which was recorded to goodwill. The total consideration transferred is as follows:
Total Consideration
Cash consideration to members$286,086 
Voting common stock issued (12,762,146 shares)1
647,509 
Net working capital adjustment(676)
Total consideration$932,919 
1The Company assumed a restricted stock award with an estimated fair value of $1.4 million. $0.3 million was allocated to the purchase consideration and $1.1 million was allocated to future services and was expensed over the service period remaining in fiscal 2023 on a straight-line basis.
The number of shares for stock consideration was based on a 20-day volume weighted average price fair value of $72.53 established prior to and including November 12, 2021 to determine the number of shares to be issued on the Acquisition Date. On the Acquisition Date, the Company's closing stock price was $50.82 per share.
In addition, the Company issued 927,744 RSUs with an approximate fair value of $47.2 million to certain employees of SimpleNexus, 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.
The following table summarizes the final fair values of assets acquired and liabilities assumed in connection with the acquisition, including measurement period adjustments:
Fair Value
Cash and cash equivalents$17,038 
Accounts receivable6,100 
Property and equipment, net1,010 
Operating lease right-of-use assets3,549 
Other current and noncurrent assets4,641 
Intangible assets162,000 
Goodwill783,195 
Accounts payable, accrued expenses, and other liabilities, current and noncurrent(8,284)
Deferred revenue, current and noncurrent(8,643)
Operating lease liabilities, current and noncurrent(3,487)
Deferred income taxes(24,200)
Net assets acquired$932,919 
During the fiscal year ended January 31, 2023, within the one year measurement period, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are now final. The Company recorded measurement period adjustments that included a $2.0 million adjustment to decrease goodwill for a $1.3 million deferred income tax adjustment and a $0.7 million net working capital adjustment.
The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the Acquisition Date. Any excess consideration
over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The Company determined the acquisition date deferred revenue balance in accordance with Topic 606.
The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Acquisition Date:
Fair ValueUseful Life
Developed technology$77,500 5 years
Customer relationships70,000 10 years
Trade name14,500 6 years
Total intangible assets subject to amortization$162,000 
Developed technology represents the fair value of SimpleNexus’ technology. Customer relationships represent the fair value of the underlying relationships with SimpleNexus' customers. Trade names represents the fair value of SimpleNexus’ company name.
Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce and approximately $189.2 million is deductible for tax purposes.
The Company's consolidated statements of operations include the revenues and net loss for SimpleNexus for the period from the Acquisition Date through January 31, 2022, of $3.9 million and $3.6 million, respectively.
The unaudited pro forma statements of operations for the years ended January 31, 2021 and January 31, 2022, shown in the table below, give effect to the SimpleNexus acquisition, described above, as if it had occurred on February 1, 2020. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of SimpleNexus to reflect amortization of intangible assets, transaction accounting adjustments for non-recurring items and acquisition related costs, interest expense related to debt paid off, Topic 842 lease payment adjustments, stock-based compensation, and related items since the beginning of the Company's fiscal year 2021. This unaudited pro forma data is presented for informational purposes only and is not indicative of future results of operations. The table below shows the unaudited pro forma statements of operations for the respective years ending January 31:
(Unaudited)
January 31,
20212022
Revenues$225,307 $311,796 
Net loss attributable to nCino, Inc.(166,032)(96,189)
XML 39 R19.htm IDEA: XBRL DOCUMENT v3.23.1
Goodwill and Intangible Assets
 12 Months Ended
Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
The change in the carrying amounts of goodwill was as follows:
Balance, as of January 31, 2021$57,149 
Acquisition of SimpleNexus785,156 
Translation adjustments(818)
Balance, as of January 31, 2022841,487 
Measurement period adjustments relating to the acquisition of SimpleNexus(1,961)
Translation adjustments(86)
Balance, as of January 31, 2023$839,440 
Intangible assets
Intangible assets, net are as follows:
As of January 31, 2022As of January 31, 2023
Gross
Amount		Accumulated
Amortization		Net Carrying
Amount		Gross
Amount		Accumulated
Amortization		Net Carrying
Amount		Weighted Average Remaining Useful Life (Years)
Developed technology$83,625 $(4,804)$78,821 $83,605 $(21,818)$61,787 4.0
Customer relationships91,711 (4,748)86,963 91,710 (13,418)78,292 9.1
Trademarks and trade name14,626 (288)14,338 14,626 (2,705)11,921 5.0
Other— — — 919 (94)825 2.5
$189,962 $(9,840)$180,122 $190,860 $(38,035)$152,825 6.7
The Company recognized amortization expense for intangible assets as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$1,525 $2,604 $17,019 
Cost of professional services and other revenues— — 94 
Sales and marketing1,670 2,303 11,087 
General and administrative10 — — 
Total amortization expense$3,205 $4,907 $28,200 
The expected future amortization expense for intangible assets as of January 31, 2023 is as follows:
Fiscal Year Ending January 31,
2024$27,745 
202526,916 
202626,751 
202725,545 
202810,924 
Thereafter34,944 
$152,825 
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.
XML 40 R20.htm IDEA: XBRL DOCUMENT v3.23.1
Reseller Agreement
 12 Months Ended
Jan. 31, 2023
Related Party Transactions [Abstract]  
Reseller Agreement Reseller AgreementThe Company has a reseller agreement in place with a former related party to utilize their platform and to develop the Company’s cloud-based banking software as an application within the related party’s hosted environment. This agreement was renegotiated and expires in June 2027 and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term. Cost of subscription revenues in each of the fiscal years ended January 31, 2021, 2022, and 2023 includes fees paid for access to the related party’s platform, including their hosting infrastructure and data center operations. Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022 the reseller is no longer considered a related party as of December 31, 2021 and the amounts disclosed related to them are accordingly presented while the reseller was considered a related party. The reseller was considered a related party for the year ended January 31, 2022 and was no longer considered a related party for the year ended January 31, 2023. The Company has recorded expenses of $34.8 million and $41.4 million for the fiscal years ended January 31, 2021 and 2022, respectively. The Company continues to do business with the reseller. See also Note 17 "Related-Party Transactions."
XML 41 R21.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders’ Equity
 12 Months Ended
Jan. 31, 2023
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
A summary of the rights and key provisions affecting each class of the Company’s stock as of January 31, 2023, is as follows:
Preferred Stock: The Board of Directors is authorized to establish one or more series of preferred stock and to fix the number of shares constituting such series and the designation of such series, including the voting powers, preferences, limitations, restrictions, and other special rights thereof. The Company's preferred stock consists of 10,000,000 authorized shares, par value $0.001 per share.
Common stock: The Company's common stock consists of 500,000,000 authorized shares, par value $0.0005 per share.
At January 31, 2023, the Company committed a total of 29,754,426 shares of common stock for future issuance as follows:
Issued and outstanding stock options2,009,323 
Nonvested issued and outstanding restricted stock units ("RSUs")3,619,690 
Possible issuance under stock plans24,125,413 
29,754,426 
XML 42 R22.htm IDEA: XBRL DOCUMENT v3.23.1
Stock-Based Compensation
 12 Months Ended
Jan. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Equity Incentive Plans
The Company has two equity incentive plans: the nCino, Inc. 2014 Omnibus Stock Ownership and Long-Term Incentive Plan (the “2014 Plan”) and the 2019 Amended and Restated Equity Incentive Plan (the “2019 Plan” and together with the 2014 Plan, the “Incentive Plans”). Under the 2014 Plan, the Board of Directors had allotted 15,025,666 shares of common stock for incentive options or non-qualified options as of January 31, 2023. Non-qualified options may be granted to Company employees, non-employee directors, and consultants. The exercise price of options is determined by the Board of Directors, but cannot be less than 100% of the fair market value of the Company’s common stock on the date of the grant. The options generally vest in one of two ways:
•In equal annual installments over four years from the grant date.
•Upon a change in control transaction (with respect to certain Incentive Plan participants).
All options expire ten years from the grant date and, with respect to certain Incentive Plan participants, provide for accelerated vesting if there is a change in control of the Company.
In July 2019, the Company established the 2019 Equity Incentive Plan for the issuance of awards in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards.
In connection with the IPO, the Company's Board of Directors adopted and the Company's stockholders approved the 2019 Plan which amended and restated the 2019 Equity Incentive Plan. All awards shall be granted within ten years from the effective date of the 2019 Plan and can only be granted to employees, officers, directors, and consultants and generally vest over four years.
Under the 2019 Plan, the number of available shares was increased to 15,250,000, plus an annual increase added on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022, and continuing until, and including, the fiscal year ending January 31, 2031. The annual increase will be equal to the lesser of (i) 5% of the number of shares issued and outstanding as of January 31 of the immediately preceding fiscal year and (ii) an amount determined by the Company's Board of Directors. The Company ceased granting awards under the 2014 Plan during the fiscal year ended January 31, 2020, and all shares that remained available for issuance under the 2014 Plan were transferred to the 2019 Plan prior to the closing of the IPO. Additionally, the number of shares available under the 2019 Plan shall be increased by the number of shares outstanding under the 2014 Plan that expire, terminate or are canceled without having been exercised or settled in full. The 2014 Plan governs outstanding awards granted prior to the adoption of the 2019 Plan.
RSUs issued prior to the Company's IPO were subject to time-based and performance-based vesting conditions. RSUs issued subsequent to the Company's IPO vest upon the satisfaction of a time-based condition only. RSUs are generally earned over a service period of four years. The compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period.
As of January 31, 2023, the Company had stock options outstanding under the 2014 Plan and the 2019 Plan had stock options and RSUs outstanding.
Stock Options
Stock option activity for the fiscal year ended January 31, 2023 was as follows:
Number of
Shares		Weighted
Average
Exercise Price		Weighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (In thousands)
Outstanding, January 31, 20222,629,109 $6.72 4.92$102,836 
Granted— — 
Expired or forfeited(40,124)15.20 
Exercised(579,662)6.47 16,218 
Outstanding, January 31, 20232,009,323 $6.62 3.84$44,170 
Exercisable, January 31, 20231,981,573 $6.46 3.80$43,868 
Fully vested or expected to vest, January 31, 20232,006,548 $6.60 3.95$44,140 
The total intrinsic value of options exercised during the fiscal years ended January 31, 2021, 2022, and 2023 was $142.9 million, $176.8 million, and $16.2 million, respectively. Aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the option exercise price and the estimated fair value of the Company’s common stock at the time such option exercises. This intrinsic value changes based on changes in the fair value of the Company’s underlying stock.
As of January 31, 2023, there was $0.1 million of total unrecognized compensation expense related to unvested stock-based compensation arrangements under the 2014 and 2019 Plans. That cost is expected to be recognized over a weighted average period of 0.59 years.
Restricted Stock Units
RSU activity during the fiscal year ended January 31, 2023 was as follows:
Number of
Shares		Weighted Average
Grant Date Fair
Value
Nonvested, January 31, 20223,012,440 $45.62 
Granted2,224,268 41.54 
Vested1
(971,864)40.80 
Forfeited(733,457)47.74 
Nonvested, January 31, 20233,531,387 $44.00 
1Includes 88,303 RSUs that were not issued and outstanding as of January 31, 2023.
The weighted average grant date fair value for RSUs granted during the fiscal years ended January 31, 2021, 2022, and 2023 was $22.30, $60.99, and $41.54.
The total fair value of RSUs vested for the fiscal years ended January 31, 2021, 2022, and 2023 was $5.5 million, $12.2 million, and $39.7 million.
The RSUs granted prior to the IPO vest upon the satisfaction of both a time-based, generally over 4 years, vesting 25% annually, and liquidity event-based vesting condition. For RSUs granted to the non-employee members of the Board of Directors, some vest in less than a year, some annually and some over three years. The liquidity event-based condition was satisfied upon the IPO and the Company recognized an expense of $12.2 million in cost of revenues and operating expenses for RSUs as of that date, using the accelerated attribution recognition method for the fiscal year ended January 31, 2021.
As of January 31, 2023, total unrecognized compensation expense related to non-vested RSUs was $117.4 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 2.91 years.
Employee Stock Purchase Plan
In July 2020, the Board of Directors adopted and stockholders approved the ESPP, which became effective immediately prior to the closing of the IPO. The ESPP includes two components, one component is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code (the "Code") and a component that does not qualify as an "employee stock purchase plan" under Section 423 of the Code. The ESPP initially reserved and authorized the issuance of up to a total of 1,800,000 shares of common stock to participating employees. The aggregate number of shares of the Company's common stock under the ESPP will automatically increase on the first day of each fiscal year, beginning with the first fiscal year ending January 31, 2022 and continuing until the fiscal year ended January 31, 2031, by an amount equal to the lesser of (i) 1% of the shares of the Company's common stock issued and outstanding on January 31 of the immediately preceding fiscal year, (ii) 1,800,000 shares of the Company's common stock or (iii) an amount determined by the Board of Directors. As of January 31, 2023, 3,597,313 shares of common stock remain available for grant under the ESPP.
The ESPP permits employees to purchase the Company's common stock through payroll deductions during six month offerings. The offering periods begin each January 1 and July 1, or such other period determined by the compensation committee. Eligible employees will purchase the shares at a price per share equal to the lesser of (i) 85% of the fair market value of a share of the Company's common stock on the first business day of such offering period and (ii) 85% of the fair market value of share of the Company's common stock on the last business day of such offering period, although the compensation committee has discretion to change the purchase price with respect to future offering periods, subject to terms of the ESPP.
The first offering period for the ESPP began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods will begin on January 1 and July 1.
The fair value of ESPP shares is estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:
Expected life. The expected life reflects the period for which the Company believes the ESPP will remain outstanding. The expected term for the ESPP award approximates the offering period of six months.
Expected volatility. The expected volatility is based on the historical volatility of the Company's common stock.
Expected dividends. The expected dividend yield is zero as the Company has not and does not expect to pay dividends.
Risk-free interest rate. The risk-free interest rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant of the ESPP share.
The assumptions utilized for the ESPP shares for the fiscal year ended January 31, 2023 were as follows:
Fiscal Year Ended January 31,
20222023
Expected life (in years)0.500.50
Expected volatility
48.70% - 49.65%
49.65% - 84.59%
Expected dividends0.00%0.00%
Risk-free interest rate
0.05% - 0.22%
0.22% - 4.77%
As of January 31, 2023, total unrecognized compensation expense related to the ESPP was $0.9 million. That cost is expected to be recognized over the remaining term of the offering period that began on January 1, 2023 and will end on June 30, 2023.
Stock-Based Compensation Expense
Total stock-based compensation expense included in our consolidated statements of operations were as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$576 $960 $1,430 
Cost of professional services and other revenues4,232 5,195 7,263 
Sales and marketing6,190 7,520 13,283 
Research and development5,463 6,186 11,602 
General and administrative8,747 8,616 16,654 
Total stock-based compensation expense1
$25,208 $28,477 $50,232 
1Includes $0.2 million benefit incurred for the fiscal year ended January 31, 2023 in connection with the restructuring plan commenced in January 2023. See Note 19 "Restructuring" for more information.
XML 43 R23.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes
 12 Months Ended
Jan. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The components of loss before income taxes by domestic and foreign jurisdictions were as follows:
Fiscal Year Ended January 31,
202120222023
United States$(33,478)$(61,587)$(100,223)
Foreign(7,206)(12,367)2,450 
Loss before income taxes$(40,684)$(73,954)$(97,773)
The components of the income tax provision (benefit) consisted of the following:
Fiscal Year Ended January 31,
202120222023
Current:
Federal$— $— $— 
State14 73 81 
Foreign402 374 2,363 
Total416 447 2,444 
Deferred:
Federal132 (21,280)1,339 
State101 (3,086)438 
Foreign(63)86 (150)
Total170 (24,280)1,627 
Total income tax provision (benefit)$586 $(23,833)$4,071 
The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax (provision) benefit are summarized as follows:
Fiscal Year Ended January 31,
202120222023
Income taxes at statutory rate of 21% for 2021, 2022, and 2023
21.0 %21.0 %21.0 %
State income tax (provision) benefit, net of federal impact(0.3)4.1 (0.4)
Foreign rate differential0.9 0.7 0.5 
Stock-based compensation59.9 48.8 0.1 
Tax credits0.0 4.1 0.0 
Statutory tax rate law changes0.0 2.7 0.0 
Transaction costs(1.0)(1.3)(0.1)
Nondeductible expenses(0.2)(0.1)(0.2)
Other0.2 0.0 (1.1)
Executive compensation(12.6)(3.7)(2.4)
Changes in valuation allowance(69.3)(44.1)(21.6)
(1.4)%32.2 %(4.2)%
Significant components of the Company’s net deferred tax assets and liabilities were as follows:
As of January 31,
20222023
Deferred tax assets:
Net operating losses$129,155 $134,413 
Research and development— 22,658 
Financing obligations and lease liabilities11,178 15,960 
Equity compensation6,972 8,400 
Tax credits3,527 3,527 
Reserves and accruals3,404 4,008 
Deferred revenue1,776 550 
Other1,317 2,890 
Total deferred tax assets157,329 192,406 
Less valuation allowance(109,021)(138,359)
Total deferred tax assets, net of valuation allowances48,308 54,047 
Deferred tax liabilities:
Intangible assets(31,230)(29,903)
Depreciation(9,298)(16,213)
Contract acquisition costs(6,015)(7,141)
Lease asset(3,168)(2,678)
Other(166)— 
Total deferred tax liabilities(49,877)(55,935)
Net deferred tax liabilities$(1,569)$(1,888)
The Company's net deferred tax liabilities were adjusted during 2022 to include $25.5 million of net deferred tax liabilities related to business combinations.
Net deferred tax liabilities were included in the consolidated balance sheets as follows:
As of January 31,
20222023
Other long-term assets$106 $909 
Deferred income taxes, noncurrent(1,675)(2,797)
Net deferred tax liabilities$(1,569)$(1,888)
Income taxes payable, which is included in accrued expenses and other current liabilities on the consolidated balance sheets as of January 31, 2022 and 2023 were $0.0 million and $1.3 million, respectively.
The Company continually assesses the realizability of its deferred tax assets based on an evaluative process that considers all available positive and negative evidence. The Company has established a valuation allowance in the amount of $109.0 million and $138.4 million as of January 31, 2022 and 2023, respectively, because the Company believes it is not more likely than not the deferred tax asset in jurisdictions excluding several foreign jurisdictions will be realized.
Prior to the SimpleNexus acquisition, the Company recorded a net U.S. deferred tax asset which is offset with a valuation allowance. On the Acquisition Date, the Company recorded net U.S. deferred tax liabilities, most of which relate to
identifiable finite-life intangible assets. The Company evaluated this positive evidence and determined a portion of these deferred tax liabilities allow the Company to recognize $24.6 million of the Company’s U.S. deferred tax assets, which results in a reduction of the valuation allowance. In accordance with ASC 805-740-30-3, the Company reflected the reduction of the valuation allowance as a component of income tax provision (benefit) at the Acquisition Date, and during the fiscal year ended January 31, 2022.
The Company maintains its assertion of the Company’s intent for certain foreign earnings to be indefinitely reinvested. As of January 31, 2023, the Company has not recorded taxes on approximately $8.1 million of cumulative undistributed earnings of the Company’s non-U.S. subsidiaries. The Company generally does not provide for taxes related to the Company’s undistributed earnings because such earnings either would not be taxable when remitted or they are indefinitely reinvested. If in the foreseeable future, the Company can no longer demonstrate that these earnings are indefinitely reinvested, a tax liability will be recognized, which could include other taxes such as withholding tax. The determination of the amount of the unrecognized tax liability is directly influenced by the Company’s net operating loss and valuation allowance position in the U.S. If the Company were to repatriate the undistributed earnings, the tax liability is $0.4 million.
The net operating loss and tax credit carryforwards as of January 31, 2023 were as follows:
As of January 31, 2023 First Fiscal Year Expiring
Federal net operating loss carryforwards$79,398 2034
Federal net operating loss carryforwards1
415,532 Non-expiring
State net operating loss carryforwards1
271,361 2024
State net operating loss carryforwards1
96,693 Non-expiring
Foreign net operating loss carryforwards6,749 2031
Foreign net operating loss carryforwards40,126 Non-expiring
Federal tax credit carryforwards1
3,047 2037
State tax credit carryforwards608 2032
1The Company acquired a portion of these carryforwards in the SimpleNexus acquisition during the fiscal year ended January 31, 2022. These acquired carryforwards will be subject to limitations which could limit the Company's utilization in future periods.
The Company is subject to taxation in the U.S. federal and various state and foreign jurisdictions. As of January 31, 2023, the Company is no longer subject to U.S. federal and state examinations by tax authorities for tax years prior to 2019. However, amounts reported as net operating losses and tax credit carryforwards from these tax periods remain subject to review by most tax authorities.
The United States Tax Cuts and Job Act of 2017 (the “U.S. Tax Legislation”) was enacted on December 22, 2017. The U.S. Tax Legislation significantly revised the United States tax code by, among other things, introducing a tax on foreign earnings in excess of a deemed return on tangible assets of foreign corporations (known as “GILTI”) for tax years beginning after December 31, 2017. The guidance indicated that companies must make a policy election to either record deferred taxes for basis differences expected to reverse as a result of the GILTI provisions in future years or treat any taxes on GILTI inclusions as period costs when incurred. The Company completed its analysis of the tax effects of the GILTI provisions as of January 31, 2023 and elected to account for these tax effects as period costs when incurred.
The Company recognizes the income tax benefits of any uncertain tax positions only when, based upon the technical merits of the position, it is more likely than not that the position is sustainable upon examination. With the information available, the Company has performed an analysis and as of January 31, 2022 and 2023, the Company has not recognized any unrecognized tax benefits, interest or penalties for any income tax positions.
XML 44 R24.htm IDEA: XBRL DOCUMENT v3.23.1
Defined Contribution Plan
 12 Months Ended
Jan. 31, 2023
Retirement Benefits [Abstract]  
Defined Contribution Plan Defined Contribution PlanThe Company has a 401(k) plan for its employees in the United States who meet the plan requirements. The Company, at its discretion, may make matching contributions. Employees are immediately vested in their contributions. The Company also has a Registered Retirement Savings Plan covering all eligible employees in Canada. Employer contributions for the fiscal years ended January 31, 2021, 2022, and 2023 were $2.1 million, $3.2 million, and $7.0 million, respectively.
XML 45 R25.htm IDEA: XBRL DOCUMENT v3.23.1
Leases
 12 Months Ended
Jan. 31, 2023
Leases [Abstract]  
Leases 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 July 2028, some of which include options to extend the leases for up to five years.
The components of lease expense were as follows:
Fiscal Year Ended January 31,
20222023
Operating lease expense$2,945 $4,066 
Short-term lease expense885 1,276 
Variable lease expense281 508 
Total$4,111 $5,850 
Supplemental cash flow information for the fiscal year ended January 31, 2023 related to operating leases was as follows:
Cash paid for amounts included in the measurement of operating lease liabilities
$4,993 
Operating right-of-use assets obtained in exchange for operating lease liabilities
2,050 
Modification to reduce operating right-of-use assets and operating lease liabilities842 
The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of January 31, 2023 were 3.58 years and 4.5%, respectively.
Future minimum lease payments as of January 31, 2023 were as follows:
Fiscal Year Ending January 31,Operating Leases
2024$4,278 
20253,122 
20262,137 
20271,085 
2028975 
Thereafter494 
Total lease liabilities12,091 
Less: imputed interest(935)
Total lease obligations11,156 
Less: current obligations(3,874)
Long-term lease obligations$7,282 
XML 46 R26.htm IDEA: XBRL DOCUMENT v3.23.1
Revolving Credit Facility
 12 Months Ended
Jan. 31, 2023
Debt Disclosure [Abstract]  
Revolving Credit Facility 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 is providing 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.
Borrowings under the Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greater of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50%, and (c) the Bloomberg Short Term Bank Yield Index ("BSBY") rate plus 1.00%, plus a margin of 0.00% (provided that the base rate shall not be less than 0.00%); or (ii) the BSBY rate (provided that the BSBY shall not be less than 0.00%), plus a margin of 1.00%. The Company is also required to pay an unused commitment fee to the Lender of 0.25% of the average daily unutilized commitments. The Company must also pay customary letter of credit fees.
Borrowings under the Credit Facility are scheduled to mature on February 11, 2024, and 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 covenant requires the Company and its subsidiaries on a consolidated basis to maintain Consolidated Liquidity of not less than $50.0 million. Consolidated Liquidity is measured as the sum of 100% of unrestricted and unencumbered cash of the Company and its domestic subsidiaries, 75% of unrestricted and unencumbered cash of the Company’s foreign subsidiaries and the lesser of Credit Facility availability and $25.0 million. The Company is also required to maintain at least $5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in other long-term assets at January 31, 2023 on the Company's 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.
As of January 31, 2023, unamortized debt issuance costs were $0.2 million and are included in other long-term assets.
As of January 31, 2023, the Company had $30.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants. As of January 31, 2023, the applicable interest rate was approximately 5.57%. The available borrowing capacity under the Credit Facility was $20.0 million as of January 31, 2023.
XML 47 R27.htm IDEA: XBRL DOCUMENT v3.23.1
Commitment and Contingencies
 12 Months Ended
Jan. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
In addition to the operating lease commitments described in Note 14 "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.
Financing Obligations
The Company entered into a lease agreement for the Company's headquarters in November 2020 in connection with the new lessor acquiring the property. Due to a purchase option contained in that lease, the Company is deemed to have continuing involvement and is considered to be the owner of the Company's headquarters for accounting purposes. As a result,
the Company did not meet the criteria to apply sale-leaseback accounting and therefore, recorded an asset and corresponding financing obligation for $16.3 million at inception of that lease. The fair value of the leased property and corresponding financing obligation are included in property and equipment, net and financing obligations on the consolidated balance sheets, respectively.
In January 2021, the Company entered into an amendment to its November 2020 headquarters lease to provide for construction of a parking deck, which upon completion was subject to exclusive use by the Company. Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the parking deck in September 2021, for approximately $17.7 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively.
In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the same parcel of land as the Company's existing headquarters. Due to a purchase option contained in that April 2021 lease, the Company is also deemed to be the owner of the additional building for accounting purposes, the costs associated with the construction of the additional building were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the additional building in November 2022, for approximately $22.4 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively, and the term of the Company's November 2020 lease for its headquarters and the related parking deck became coterminous with the April 2021 lease. The term of the April 2021 lease expires in October 2037 with options to extend. The purchase option expires if not exercised on or before November 30, 2026.
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 January 31, 2023 is as follows:
Fiscal Year Ending January 31,Purchase commitmentsFinancing obligations - leased facility
2024$4,403 $4,443 
20253,630 4,543 
20261,720 4,644 
20271,102 3,950 
2028— — 
Thereafter— — 
Total$10,855 $17,580 
Residual financing obligations and assets49,476 
Less: amount representing interest(11,676)
Financing obligations$55,380 
A portion of the 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 January 31, 2023 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. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements.
Legal Proceedings
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 February 23, 2021, the Company and certain of its officers and other employees were served with grand jury subpoenas wherein the Antitrust Division of the Department of Justice (the “DOJ”) was seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under US federal antitrust laws. On February 8, 2023, the DOJ informed the Company that the investigation is closed. No fines, sanctions, actions, or penalties were imposed or taken against the Company or its officers or other employees in connection with this matter, and the costs the Company was incurring cooperating with the investigation have now ceased.
On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina (the "District Court"). The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among the Company, Live Oak Bancshares, Inc. ("Live Oak") and Apiture, Inc. ("Apiture") not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act and N.C. Gen Stat. §§ 75-1 and 75-2. The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable attorneys’ fees, the costs of the suit, and pre-judgment and post judgment interest. The complaint does not allege any specific damages. On April 28, 2022, the District Court approved settlements between the plaintiff and defendant Live Oak in the amount of approximately $3.9 million and unnamed party Apiture in the amount of approximately $0.8 million. Although there can be no assurance with respect to the outcome of this matter, the Company believes the alleged claims are not meritorious and intends to defend itself vigorously.
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.
The Company does not presently believe the above matters will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. However, regardless of the outcome, legal proceedings can have an adverse impact on the Company because of the related expenses, diversion of management resources, and other factors.
Given the uncertainty and preliminary stages of these matters, the Company is unable to reasonably estimate any possible loss or range of loss that may result. Therefore, the Company has not made an accrual for the above matters in the consolidated financial statements.
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.
XML 48 R28.htm IDEA: XBRL DOCUMENT v3.23.1
Related-Party Transactions
 12 Months Ended
Jan. 31, 2023
Related Party Transactions [Abstract]  
Related-Party Transactions Related-Party Transactions
The Company’s largest vendor is also an equityholder in the Company. Total payments related to the reseller agreement with this party are disclosed in Note 9 "Reseller Agreement." The Company also purchases services from this party to assist in managing its own sales cycle, customer relationship management, and other business functions. The Company has a non-cancellable agreement for the purchase of services. In December 2022, this agreement was renewed for one year and expires in December 2023. Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022, this vendor is no longer considered a related party as of December 31, 2021, and the amounts disclosed related to them are accordingly presented while the vendor was considered a related party. The vendor was considered a related party for a portion of the year ended January 31, 2022 and was no longer considered a related party as of January 31, 2022. The Company continues to do business with the vendor and balances at January 31, 2022 are no longer presented as related party. Total payments for these services recorded to expenses were $1.2 million and $1.5 million for the fiscal years ended January 31, 2021 and 2022, respectively.
In the quarter ended July 31, 2020, certain equityholders ceased to qualify as related parties of the Company and the amounts disclosed related to them are accordingly presented only while they were considered a related party. Included in revenues from three equityholders, who are also customers of the Company, was $2.8 million for the fiscal year ended January 31, 2021.
The Company has a banking relationship with one of its former equityholders who was considered a related party. In the quarter ended July 31, 2020, the equityholder ceased to qualify as a related party of the Company and the amounts disclosed related to such former equityholder are accordingly presented only while they were considered a related party. Included in interest income is $0.1 million for the fiscal year ended January 31, 2021.
The Company entered into the Merger Agreement on January 7, 2022, as disclosed in Note 1 "Organization and Description of Business" and Note 7 "Business Combinations." Affiliates of Insight Partners were equityholders of SimpleNexus and certain other parties in connection with the Merger Agreement transaction, and other affiliates of Insight Partners are currently significant stockholders of the Company.
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 $2.5 million. The investment is considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, own greater than ten percent of Zest AI.
XML 49 R29.htm IDEA: XBRL DOCUMENT v3.23.1
Basic and Diluted Loss per Share
 12 Months Ended
Jan. 31, 2023
Earnings Per Share [Abstract]  
Basic and Diluted Loss per Share Basic and Diluted Loss per ShareBasic loss per share is computed by dividing net loss attributable to nCino, Inc. by the weighted-average number of common shares outstanding for the fiscal period. Diluted loss per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the ESPP. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. Diluted loss per share for the fiscal years ended January 31, 2021, 2022, and 2023 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.
The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):
Fiscal Year Ended January 31,
202120222023
Basic and diluted loss per share:
Numerator
Net loss attributable to nCino, Inc.$(40,536)$(49,446)$(102,720)
Denominator
Weighted-average common shares outstanding87,678,323 96,722,464 110,615,734 
Basic and diluted loss per share attributable to nCino, Inc.$(0.46)$(0.51)$(0.93)
The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:
Fiscal Year Ended January 31,
202120222023
Stock options issued and outstanding5,467,012 2,629,109 2,009,323 
Nonvested RSUs issued and outstanding1,848,296 3,012,440 3,531,387 
Shares issuable pursuant to the ESPP— 12,471 21,079 
XML 50 R30.htm IDEA: XBRL DOCUMENT v3.23.1
Restructuring
 12 Months Ended
Jan. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
On January 18, 2023, the Company announced a workforce reduction of approximately seven percent 7% and office space reductions in certain markets (collectively, the “restructuring plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth.
Lease termination costs are accounted for in accordance with ASC 842, Leases. The Company paid $0.8 million in the fourth quarter of fiscal 2023 to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification.
The Company incurred charges in the fourth quarter of the Company’s fiscal 2023 of $4.8 million in connection with the restructuring plan. As of January 31, 2023, the accrual for severance and related benefit costs of $5.0 million for terminated employees was included in accrued compensation and benefits on the consolidated balance sheets and is expected to be paid in the first quarter of the Company’s fiscal 2024. The Company had no restructuring charges for the fiscal years ended January 31, 2021 and 2022.
The Company’s restructuring charges for the fiscal year ended January 31, 2023 were as follows:
Fiscal Year Ended January 31, 2023
Severance and other employee costsStock-based compensation (benefit)
Lease exit fees1
Total
Cost of subscription revenues$— $— $4 $4 
Cost of professional services and other revenues324 (9)9 324 
Sales and marketing1,324 (31)9 1,302 
Research and development2,105 (141)30 1,994 
General and administrative1,210 (29)2 1,183 
Total$4,963 $(210)$54 $4,807 
1These expenses reduced operating lease right-of-use assets on the consolidated balance sheets.
XML 51 R31.htm IDEA: XBRL DOCUMENT v3.23.1
Schedule II Valuation and Qualifying Accounts
 12 Months Ended
Jan. 31, 2023
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II Valuation and Qualifying Accounts
Schedule II Valuation and Qualifying Accounts
Deferred Tax Assets Valuation Allowance
Fiscal Year Ended January 31,
($ in thousands)202120222023
Balance, beginning of period$36,425 $70,056 $109,021 
Net increase during the year33,631 38,965 29,338 
Balance, end of period$70,056 $109,021 $138,359 
XML 52 R32.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Jan. 31, 2023
Accounting Policies [Abstract]  
Principles of Consolidation and Basis of Presentation
Principles of Consolidation and Basis of Presentation: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.
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.
Use of Estimates Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, 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.
Operating Segments Operating Segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources, and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level.
Concentration of Credit Risk and Significant Customers Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2022 and January 31, 2023. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.
Revenue Recognition Revenue Recognition: The Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance
obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.
The Company determines revenue recognition through the following steps:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenues when, or as, the Company satisfies a performance obligation.
Subscription Revenues
Subscription revenues primarily consist of fees for providing customers access to the Company’s solutions, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates, and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer, which the Company believes best reflects the manner in which the Company’s customers utilize the Company’s subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the Company's solutions at any time and, as a result, are accounted for as a service contract. Generally, the Company’s subscription contracts are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. SimpleNexus contracts typically range from one to three years and are generally billed monthly in advance. Subscription arrangements that are cancelable generally have penalty clauses.
Professional Services and Other Revenues
Professional services revenues primarily consist of fees for deployment, configuration, and optimization services, training. The majority of the Company’s professional services contract revenues are recognized over time based on a proportional performance methodology which utilizes input methods. The Company’s professional services contracts are billed on a time and materials or fixed fee basis.
Contracts with Multiple Performance Obligations
Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company’s go-to-market strategy, historical sales, and contract prices. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP.
Given the variability of pricing, the Company uses a range of SSP. The Company determines the SSP range using information that may include market conditions or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of products and services by customer size.
Costs Capitalized to Obtain Revenue Contracts
The Company capitalizes incremental costs of obtaining a non-cancelable subscription and support revenue contract if the Company expects the benefit of those costs to be longer than one year. The capitalized amounts are subsequently
amortized over the estimated life of the contract. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees. Capitalized costs related to new revenue contracts are amortized on a straight-line basis over four to five years, which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations.
Judgments
Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations.
Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size. Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models.
Capitalized costs to obtain a contract are amortized over the expected period of benefit, which the Company has determined, based on analysis, to be approximately four to five years. The Company evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life, and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one year, the Company expenses the amount as incurred, utilizing the practical expedient. The Company regularly evaluates whether there have been changes in the underlying assumptions and data used to determine the amortization period.
At times, the Company provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are determined at contract inception and reduce the revenues recognized for a particular contract. At the end of each reporting period, the Company reviews and updates its estimates as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2023.
The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial to these consolidated financial statements.
Deferred Revenue Deferred Revenue: Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and deposits. Deferred revenue is recognized as revenue recognition criteria has been met. Customers are typically invoiced for these agreements in advance of regular annual installments and revenues are recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-
month period are recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets.
Payment terms vary by contract, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing services, such as invoicing at the beginning of a subscription term with revenues recognized ratably over the contract period, and not to provide financing to customers. Any implied financing costs are considered insignificant in the context of the Company’s contracts.
Cash and Cash Equivalents Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at fair value.
Restricted Cash 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 other long-term assets at January 31, 2022 and January 31, 2023 on the consolidated balance sheets.
Accounts Receivable and Allowances Accounts Receivable and Allowances: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while SimpleNexus' standard billing terms are monthly in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.
Leases and Financing Obligations Leases: The Company determines if an arrangement is or contains a lease at inception date based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. The Company accounts for lease and non-lease components as a single lease component for its facilities and equipment leases. The Company did not have any finance leases as of January 31, 2023.
Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease term reflects the noncancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. The Company's leases do not generally provide an implicit rate; therefore, the Company uses its incremental borrowing rate in determining the present value of the lease payments. Lease expense is recognized on a straight-line basis over the lease term.
The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term.
Financing Obligations: The Company records assets and liabilities for lease arrangements where the Company has continued involvement due to purchase options and is deemed to be the owner for accounting purposes.
Property and Equipment
Property and Equipment: Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets and commences once the asset is placed in service or is ready for its intended use. The estimated useful lives by asset classification are generally as follows:
Asset ClassificationEstimated Useful Life
Furniture and fixtures
3-7 years
Computers and equipment
3 years
Buildings
40 years
Leasehold improvementsShorter of remaining life of the lease term or estimated useful life
When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from their respective accounts, and any gain or loss on such retirement is reflected in operating expenses.
Intangible Assets Intangible Assets: Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.
Impairment Assessment Impairment Assessment: The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.
Goodwill Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on November 1, the first day of the fourth quarter of the fiscal year, or more frequently if circumstances indicate an impairment may have occurred between annual impairment tests. The Company has one reporting unit, therefore the Company evaluates goodwill for impairment at the entity level. To perform its impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. The qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company-specific events, changes in circumstances and our share price. If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired. If it is determined that it is more likely than not that the fair value of the Company is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount. The Company may elect to bypass the qualitative assessment and perform the quantitative assessment. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit.
Variable Interest Entity Variable Interest Entity: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity ("VIE"). nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investment, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the consolidated balance sheets. 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: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”
Business Combinations
Business Combinations: Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and may be subject to refinement due to unanticipated events and circumstances. For intangible assets, the Company typically uses income-based methods of valuation (for example, the multi-period excess earnings method is used to estimate the fair value estimate of customer relationships and the relief from royalty method is used in the fair value estimate of developed technologies) . These methods typically start with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in these methods are forecasted revenues, obsolescence life and factor, customer attrition rate, and the discount rate among other assumptions.
Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.
For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. Contingent
consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations.
Investments 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 observable price changes are recognized currently in the Company's consolidated statement 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.
Debt Issuance Costs Debt Issuance Costs: Debt issuance costs are initially deferred and amortized to interest expense on a straight-line basis over the expected term of the debt. The Company uses the straight-line basis as it approximates the amounts calculated under the effective-interest method. Unamortized debt issuance costs related to the secured revolving credit facility are considered long-term and are included in other long-term assets in the consolidated balance sheets.
Cost of Revenues Cost of Revenues: Cost of subscription and support revenues consists of costs related to hosting the Company’s software solutions and employee-related costs, including stock-based compensation expenses and allocated overhead associated with customer support. Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors. Allocated overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense. As such, general overhead expenses are reflected in each cost of revenues and operating expenses category.
Research and Development 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.
Advertising Advertising: Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses.
Income Taxes
Income Taxes: Deferred income taxes are determined using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are also recorded for any tax attributes, such as net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment within income tax expense. The Company reflects the expected amount of income taxes to be paid or refunded during the year as current income tax expense or benefit, as applicable.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.
The Company follows the accounting standards on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the tax position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the benefit having a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on
accounting for uncertainty in income taxes also addresses de-recognition, classification, interest, and penalties on income taxes, and accounting interim periods.
When and if applicable, potential interest and penalties are accrued as incurred, within income tax provision.
Other Comprehensive Income (Loss) Other Comprehensive Income (Loss): Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and includes unrealized gains and losses on foreign currency translation adjustments.
Foreign Currency Exchange Foreign Currency Exchange: The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss recorded in foreign currency translation line item. Foreign currency transaction gains and losses due to transactions from assets and liabilities denominated in a currency other than the functional currency are included in other expense in the consolidated statements of operations and were $1.5 million, $(2.0) million, and $(1.4) million for the fiscal years ended January 31, 2021, 2022, and 2023, respectively, primarily related to various intercompany loans. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates.
Stock-Based Compensation Stock-Based Compensation: As further described in Note 11 "Stock-Based Compensation," the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company establishes fair value as the measurement objective in accounting for share-based payment transactions with employees and recognizes expense on a straight-line basis over the applicable vesting period.
Basic and Diluted Loss per Common Share
Basic and Diluted Loss per Common Share: Basic loss per share is calculated by dividing the net loss attributable to nCino, Inc. by the weighted-average number of shares of common stock outstanding for the period.
Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the Employee Stock Purchase Plan (the "ESPP") when determining the weighted-average number of common shares outstanding. For purposes of the diluted loss per share calculation, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.
XML 53 R33.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Jan. 31, 2023
Accounting Policies [Abstract]  
Activity in Allowance for Doubtful Accounts
A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:
Fiscal Year Ended January 31,
202120222023
Balance, beginning of period$— $88 $151 
Charged to bad debt expense100 90 806 
Write-offs and other(17)(24)(55)
Translation adjustments5 (3)(3)
Balance, end of period$88 $151 $899 
Property, Plant and Equipment The estimated useful lives by asset classification are generally as follows:
Asset ClassificationEstimated Useful Life
Furniture and fixtures
3-7 years
Computers and equipment
3 years
Buildings
40 years
Leasehold improvementsShorter of remaining life of the lease term or estimated useful life
Property and equipment, net consisted of the following:
As of January 31,
20222023
Furniture and fixtures$7,503 $10,730 
Computers and equipment7,496 8,361 
Buildings and land1
33,977 56,379 
Leasehold improvements14,111 28,702 
Construction in progress13,081 673 
76,168 104,845 
Less accumulated depreciation(15,491)(20,403)
$60,677 $84,442 
1See Note 16 "Commitments and Contingencies."
The Company recognized depreciation expense as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$268 $337 $399 
Cost of professional services and other revenues1,029 1,095 1,301 
Sales and marketing1,076 1,182 1,452 
Research and development1,347 1,842 2,435 
General and administrative506 643 865 
Total depreciation expense$4,226 $5,099 $6,452 
Property and equipment by geographic region were as follows:
As of January 31,
20222023
United States$60,034 $83,594 
International643 848 
$60,677 $84,442 
XML 54 R34.htm IDEA: XBRL DOCUMENT v3.23.1
Variable Interest Entity and Redeemable Non-Controlling Interest (Tables)
 12 Months Ended
Jan. 31, 2023
Noncontrolling Interest [Abstract]  
Redeemable Noncontrolling Interest
The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:
Fiscal Year Ended January 31,
202120222023
Balance, beginning of period$4,356 $3,791 $2,882 
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)(1,130)(1,569)(1,119)
Foreign currency translation169 (256)(194)
Adjustment to redeemable non-controlling interest396 894 1,995 
Stock-based compensation expense1
— 22 25 
Balance, end of period$3,791 $2,882 $3,589 
1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.
XML 55 R35.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements (Tables)
 12 Months Ended
Jan. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value, Assets Measured on Recurring Basis The following table summarizes the
Company’s financial assets measured at fair value as of January 31, 2022 and January 31, 2023 and indicates the fair value hierarchy of the valuation:
Fair value measurements on a recurring basis as of January 31, 2022
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$11,129 $— $— 
Time deposits (included in other long-term assets)385 — — 
Total assets$11,514 $— $— 
Fair value measurements on a recurring basis as of January 31, 2023
Level 1Level 2Level 3
Assets:
Money market accounts (included in cash and cash equivalents)$17,149 $— $— 
Time deposits (included in other long-term assets)382 — — 
Total assets$17,531 $— $— 
XML 56 R36.htm IDEA: XBRL DOCUMENT v3.23.1
Revenues (Tables)
 12 Months Ended
Jan. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenue by Geographic Region
Revenues by geographic region were as follows:
Fiscal Year Ended January 31,
202120222023
United States$180,923 $230,301 $346,494 
International23,370 43,564 61,821 
$204,293 $273,865 $408,315 
Schedule of Accounts, Notes, Loans and Financing Receivable
Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2022 and January 31, 2023:
As of January 31,
20222023
Trade accounts receivable$71,417 $94,729 
Unbilled accounts receivable2,161 4,920 
Allowance for doubtful accounts(151)(899)
Other accounts receivable1
1,101 747 
Total accounts receivable, net$74,528 $99,497 
1Includes $0.5 million and $0.1 million income tax receivable of as of January 31, 2022 and January 31, 2023, respectively.
XML 57 R37.htm IDEA: XBRL DOCUMENT v3.23.1
Property and Equipment (Tables)
 12 Months Ended
Jan. 31, 2023
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment The estimated useful lives by asset classification are generally as follows:
Asset ClassificationEstimated Useful Life
Furniture and fixtures
3-7 years
Computers and equipment
3 years
Buildings
40 years
Leasehold improvementsShorter of remaining life of the lease term or estimated useful life
Property and equipment, net consisted of the following:
As of January 31,
20222023
Furniture and fixtures$7,503 $10,730 
Computers and equipment7,496 8,361 
Buildings and land1
33,977 56,379 
Leasehold improvements14,111 28,702 
Construction in progress13,081 673 
76,168 104,845 
Less accumulated depreciation(15,491)(20,403)
$60,677 $84,442 
1See Note 16 "Commitments and Contingencies."
The Company recognized depreciation expense as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$268 $337 $399 
Cost of professional services and other revenues1,029 1,095 1,301 
Sales and marketing1,076 1,182 1,452 
Research and development1,347 1,842 2,435 
General and administrative506 643 865 
Total depreciation expense$4,226 $5,099 $6,452 
Property and equipment by geographic region were as follows:
As of January 31,
20222023
United States$60,034 $83,594 
International643 848 
$60,677 $84,442 
XML 58 R38.htm IDEA: XBRL DOCUMENT v3.23.1
Business Combinations (Tables)
 12 Months Ended
Jan. 31, 2023
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The fair value of the consideration transferred was $933.6 million on the Acquisition Date, subject to a net working capital adjustment. The net working capital adjustment was finalized in July 2022, resulting in a decrease to the purchase price of $0.7 million which was recorded to goodwill. The total consideration transferred is as follows:
Total Consideration
Cash consideration to members$286,086 
Voting common stock issued (12,762,146 shares)1
647,509 
Net working capital adjustment(676)
Total consideration$932,919 
1The Company assumed a restricted stock award with an estimated fair value of $1.4 million. $0.3 million was allocated to the purchase consideration and $1.1 million was allocated to future services and was expensed over the service period remaining in fiscal 2023 on a straight-line basis.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the final fair values of assets acquired and liabilities assumed in connection with the acquisition, including measurement period adjustments:
Fair Value
Cash and cash equivalents$17,038 
Accounts receivable6,100 
Property and equipment, net1,010 
Operating lease right-of-use assets3,549 
Other current and noncurrent assets4,641 
Intangible assets162,000 
Goodwill783,195 
Accounts payable, accrued expenses, and other liabilities, current and noncurrent(8,284)
Deferred revenue, current and noncurrent(8,643)
Operating lease liabilities, current and noncurrent(3,487)
Deferred income taxes(24,200)
Net assets acquired$932,919 
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination
The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Acquisition Date:
Fair ValueUseful Life
Developed technology$77,500 5 years
Customer relationships70,000 10 years
Trade name14,500 6 years
Total intangible assets subject to amortization$162,000 
Business Acquisition, Pro Forma Information The table below shows the unaudited pro forma statements of operations for the respective years ending January 31:
(Unaudited)
January 31,
20212022
Revenues$225,307 $311,796 
Net loss attributable to nCino, Inc.(166,032)(96,189)
XML 59 R39.htm IDEA: XBRL DOCUMENT v3.23.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The change in the carrying amounts of goodwill was as follows:
Balance, as of January 31, 2021$57,149 
Acquisition of SimpleNexus785,156 
Translation adjustments(818)
Balance, as of January 31, 2022841,487 
Measurement period adjustments relating to the acquisition of SimpleNexus(1,961)
Translation adjustments(86)
Balance, as of January 31, 2023$839,440 
Schedule of Finite-Lived Intangible Assets
Intangible assets, net are as follows:
As of January 31, 2022As of January 31, 2023
Gross
Amount		Accumulated
Amortization		Net Carrying
Amount		Gross
Amount		Accumulated
Amortization		Net Carrying
Amount		Weighted Average Remaining Useful Life (Years)
Developed technology$83,625 $(4,804)$78,821 $83,605 $(21,818)$61,787 4.0
Customer relationships91,711 (4,748)86,963 91,710 (13,418)78,292 9.1
Trademarks and trade name14,626 (288)14,338 14,626 (2,705)11,921 5.0
Other— — — 919 (94)825 2.5
$189,962 $(9,840)$180,122 $190,860 $(38,035)$152,825 6.7
Finite-lived Intangible Assets Amortization Expense
The Company recognized amortization expense for intangible assets as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$1,525 $2,604 $17,019 
Cost of professional services and other revenues— — 94 
Sales and marketing1,670 2,303 11,087 
General and administrative10 — — 
Total amortization expense$3,205 $4,907 $28,200 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
The expected future amortization expense for intangible assets as of January 31, 2023 is as follows:
Fiscal Year Ending January 31,
2024$27,745 
202526,916 
202626,751 
202725,545 
202810,924 
Thereafter34,944 
$152,825 
XML 60 R40.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders’ Equity (Tables)
 12 Months Ended
Jan. 31, 2023
Equity [Abstract]  
Schedule of Stock by Class
At January 31, 2023, the Company committed a total of 29,754,426 shares of common stock for future issuance as follows:
Issued and outstanding stock options2,009,323 
Nonvested issued and outstanding restricted stock units ("RSUs")3,619,690 
Possible issuance under stock plans24,125,413 
29,754,426 
XML 61 R41.htm IDEA: XBRL DOCUMENT v3.23.1
Stock-Based Compensation (Tables)
 12 Months Ended
Jan. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock Option Activity
Stock option activity for the fiscal year ended January 31, 2023 was as follows:
Number of
Shares		Weighted
Average
Exercise Price		Weighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (In thousands)
Outstanding, January 31, 20222,629,109 $6.72 4.92$102,836 
Granted— — 
Expired or forfeited(40,124)15.20 
Exercised(579,662)6.47 16,218 
Outstanding, January 31, 20232,009,323 $6.62 3.84$44,170 
Exercisable, January 31, 20231,981,573 $6.46 3.80$43,868 
Fully vested or expected to vest, January 31, 20232,006,548 $6.60 3.95$44,140 
Schedule of Nonvested Restricted Stock Units Activity
RSU activity during the fiscal year ended January 31, 2023 was as follows:
Number of
Shares		Weighted Average
Grant Date Fair
Value
Nonvested, January 31, 20223,012,440 $45.62 
Granted2,224,268 41.54 
Vested1
(971,864)40.80 
Forfeited(733,457)47.74 
Nonvested, January 31, 20233,531,387 $44.00 
1Includes 88,303 RSUs that were not issued and outstanding as of January 31, 2023.
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The assumptions utilized for the ESPP shares for the fiscal year ended January 31, 2023 were as follows:
Fiscal Year Ended January 31,
20222023
Expected life (in years)0.500.50
Expected volatility
48.70% - 49.65%
49.65% - 84.59%
Expected dividends0.00%0.00%
Risk-free interest rate
0.05% - 0.22%
0.22% - 4.77%
Share-Based Compensation Expense
Total stock-based compensation expense included in our consolidated statements of operations were as follows:
Fiscal Year Ended January 31,
202120222023
Cost of subscription revenues$576 $960 $1,430 
Cost of professional services and other revenues4,232 5,195 7,263 
Sales and marketing6,190 7,520 13,283 
Research and development5,463 6,186 11,602 
General and administrative8,747 8,616 16,654 
Total stock-based compensation expense1
$25,208 $28,477 $50,232 
1Includes $0.2 million benefit incurred for the fiscal year ended January 31, 2023 in connection with the restructuring plan commenced in January 2023. See Note 19 "Restructuring" for more information.
XML 62 R42.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes (Tables)
 12 Months Ended
Jan. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The components of loss before income taxes by domestic and foreign jurisdictions were as follows:
Fiscal Year Ended January 31,
202120222023
United States$(33,478)$(61,587)$(100,223)
Foreign(7,206)(12,367)2,450 
Loss before income taxes$(40,684)$(73,954)$(97,773)
Schedule of Components of Income Tax Expense (Benefit)
The components of the income tax provision (benefit) consisted of the following:
Fiscal Year Ended January 31,
202120222023
Current:
Federal$— $— $— 
State14 73 81 
Foreign402 374 2,363 
Total416 447 2,444 
Deferred:
Federal132 (21,280)1,339 
State101 (3,086)438 
Foreign(63)86 (150)
Total170 (24,280)1,627 
Total income tax provision (benefit)$586 $(23,833)$4,071 
Schedule of Effective Income Tax Rate Reconciliation
The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax (provision) benefit are summarized as follows:
Fiscal Year Ended January 31,
202120222023
Income taxes at statutory rate of 21% for 2021, 2022, and 2023
21.0 %21.0 %21.0 %
State income tax (provision) benefit, net of federal impact(0.3)4.1 (0.4)
Foreign rate differential0.9 0.7 0.5 
Stock-based compensation59.9 48.8 0.1 
Tax credits0.0 4.1 0.0 
Statutory tax rate law changes0.0 2.7 0.0 
Transaction costs(1.0)(1.3)(0.1)
Nondeductible expenses(0.2)(0.1)(0.2)
Other0.2 0.0 (1.1)
Executive compensation(12.6)(3.7)(2.4)
Changes in valuation allowance(69.3)(44.1)(21.6)
(1.4)%32.2 %(4.2)%
Schedule of Deferred Tax Assets and Liabilities
Significant components of the Company’s net deferred tax assets and liabilities were as follows:
As of January 31,
20222023
Deferred tax assets:
Net operating losses$129,155 $134,413 
Research and development— 22,658 
Financing obligations and lease liabilities11,178 15,960 
Equity compensation6,972 8,400 
Tax credits3,527 3,527 
Reserves and accruals3,404 4,008 
Deferred revenue1,776 550 
Other1,317 2,890 
Total deferred tax assets157,329 192,406 
Less valuation allowance(109,021)(138,359)
Total deferred tax assets, net of valuation allowances48,308 54,047 
Deferred tax liabilities:
Intangible assets(31,230)(29,903)
Depreciation(9,298)(16,213)
Contract acquisition costs(6,015)(7,141)
Lease asset(3,168)(2,678)
Other(166)— 
Total deferred tax liabilities(49,877)(55,935)
Net deferred tax liabilities$(1,569)$(1,888)
Net deferred tax liabilities were included in the consolidated balance sheets as follows:
As of January 31,
20222023
Other long-term assets$106 $909 
Deferred income taxes, noncurrent(1,675)(2,797)
Net deferred tax liabilities$(1,569)$(1,888)
Summary of Tax Credit Carryforwards
The net operating loss and tax credit carryforwards as of January 31, 2023 were as follows:
As of January 31, 2023 First Fiscal Year Expiring
Federal net operating loss carryforwards$79,398 2034
Federal net operating loss carryforwards1
415,532 Non-expiring
State net operating loss carryforwards1
271,361 2024
State net operating loss carryforwards1
96,693 Non-expiring
Foreign net operating loss carryforwards6,749 2031
Foreign net operating loss carryforwards40,126 Non-expiring
Federal tax credit carryforwards1
3,047 2037
State tax credit carryforwards608 2032
Summary of Operating Loss Carryforwards
The net operating loss and tax credit carryforwards as of January 31, 2023 were as follows:
As of January 31, 2023 First Fiscal Year Expiring
Federal net operating loss carryforwards$79,398 2034
Federal net operating loss carryforwards1
415,532 Non-expiring
State net operating loss carryforwards1
271,361 2024
State net operating loss carryforwards1
96,693 Non-expiring
Foreign net operating loss carryforwards6,749 2031
Foreign net operating loss carryforwards40,126 Non-expiring
Federal tax credit carryforwards1
3,047 2037
State tax credit carryforwards608 2032
XML 63 R43.htm IDEA: XBRL DOCUMENT v3.23.1
Leases (Tables)
 12 Months Ended
Jan. 31, 2023
Leases [Abstract]  
Lease, Cost
The components of lease expense were as follows:
Fiscal Year Ended January 31,
20222023
Operating lease expense$2,945 $4,066 
Short-term lease expense885 1,276 
Variable lease expense281 508 
Total$4,111 $5,850 
Supplemental cash flow information for the fiscal year ended January 31, 2023 related to operating leases was as follows:
Cash paid for amounts included in the measurement of operating lease liabilities
$4,993 
Operating right-of-use assets obtained in exchange for operating lease liabilities
2,050 
Modification to reduce operating right-of-use assets and operating lease liabilities842 
Lessee, Operating Lease, Liability, Maturity
Future minimum lease payments as of January 31, 2023 were as follows:
Fiscal Year Ending January 31,Operating Leases
2024$4,278 
20253,122 
20262,137 
20271,085 
2028975 
Thereafter494 
Total lease liabilities12,091 
Less: imputed interest(935)
Total lease obligations11,156 
Less: current obligations(3,874)
Long-term lease obligations$7,282 
XML 64 R44.htm IDEA: XBRL DOCUMENT v3.23.1
Commitment and Contingencies (Tables)
 12 Months Ended
Jan. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Contractual Obligation, Fiscal Year Maturity
Purchase commitments and future minimum lease payments required under financing obligations as of January 31, 2023 is as follows:
Fiscal Year Ending January 31,Purchase commitmentsFinancing obligations - leased facility
2024$4,403 $4,443 
20253,630 4,543 
20261,720 4,644 
20271,102 3,950 
2028— — 
Thereafter— — 
Total$10,855 $17,580 
Residual financing obligations and assets49,476 
Less: amount representing interest(11,676)
Financing obligations$55,380 
XML 65 R45.htm IDEA: XBRL DOCUMENT v3.23.1
Basic and Diluted Loss per Share (Tables)
 12 Months Ended
Jan. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):
Fiscal Year Ended January 31,
202120222023
Basic and diluted loss per share:
Numerator
Net loss attributable to nCino, Inc.$(40,536)$(49,446)$(102,720)
Denominator
Weighted-average common shares outstanding87,678,323 96,722,464 110,615,734 
Basic and diluted loss per share attributable to nCino, Inc.$(0.46)$(0.51)$(0.93)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:
Fiscal Year Ended January 31,
202120222023
Stock options issued and outstanding5,467,012 2,629,109 2,009,323 
Nonvested RSUs issued and outstanding1,848,296 3,012,440 3,531,387 
Shares issuable pursuant to the ESPP— 12,471 21,079 
XML 66 R46.htm IDEA: XBRL DOCUMENT v3.23.1
Restructuring (Tables)
 12 Months Ended
Jan. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring and Related Costs
The Company’s restructuring charges for the fiscal year ended January 31, 2023 were as follows:
Fiscal Year Ended January 31, 2023
Severance and other employee costsStock-based compensation (benefit)
Lease exit fees1
Total
Cost of subscription revenues$— $— $4 $4 
Cost of professional services and other revenues324 (9)9 324 
Sales and marketing1,324 (31)9 1,302 
Research and development2,105 (141)30 1,994 
General and administrative1,210 (29)2 1,183 
Total$4,963 $(210)$54 $4,807 
1These expenses reduced operating lease right-of-use assets on the consolidated balance sheets.
XML 67 R47.htm IDEA: XBRL DOCUMENT v3.23.1
Organization and Description of Business (Details) - $ / shares
Jan. 31, 2023
Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Common stock, par value (in USD per share) $ 0.0005 $ 0.0005
XML 68 R48.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies - Narrative (Details)
 12 Months Ended
Oct. 13, 2020
USD ($)
shares
Jul. 13, 2020
USD ($)
$ / shares
shares
Jan. 31, 2023
USD ($)
segment
reportingUnit
$ / shares
shares
Jan. 31, 2022
USD ($)
$ / shares
shares
Jan. 31, 2021
USD ($)
Concentration Risk [Line Items]          
Common stock, par value (in USD per share) | $ / shares     $ 0.0005 $ 0.0005  
Common stock, shares authorized     500,000,000 500,000,000  
Preferred stock, par value (in USD per share) | $ / shares     $ 0.001 $ 0.001  
Preferred stock, shares authorized     10,000,000 10,000,000  
Number of operating segments | segment     1    
Number of reporting units | reportingUnit     1    
Goodwill, impairment loss | $     $ 0 $ 0 $ 0
Advertising expense | $     8,700,000 5,800,000 3,100,000
Foreign currency transaction gain (loss), before tax | $     $ (1,400,000) $ (2,000,000.0) 1,500,000
Minimum          
Concentration Risk [Line Items]          
Capitalized contract cost, amortization period     4 years    
Remaining performance obligation, expected timing of satisfaction     30 days    
Maximum          
Concentration Risk [Line Items]          
Capitalized contract cost, amortization period     5 years    
Remaining performance obligation, expected timing of satisfaction     45 days    
Accounts Receivable | Customer Concentration Risk | One Customer          
Concentration Risk [Line Items]          
Concentration risk, percentage     12.00%    
IPO          
Concentration Risk [Line Items]          
Common stock, par value (in USD per share) | $ / shares   $ 0.0005      
Common stock, shares authorized   500,000,000      
Preferred stock, par value (in USD per share) | $ / shares   $ 0.001      
Preferred stock, shares authorized   10,000,000      
Initial public offering (in shares)   9,269,000      
Initial public offering price (in USD per share) | $ / shares   $ 31.00      
Consideration received from offering | $   $ 268,400,000      
Secondary Public Offering          
Concentration Risk [Line Items]          
Common stock, shares authorized 7,712,985        
Initial public offering (in shares) 554,112        
Consideration received from offering | $ $ 1,700,000        
Costs incurred related to stock issuance | $         $ 1,000,000
Shares released from lock up agreements 367,561        
XML 69 R49.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance, beginning of period $ 151 $ 88 $ 0
Charged to bad debt expense 806 90 100
Write-offs and other (55) (24) (17)
Translation adjustments (3) (3) 5
Balance, end of period $ 899 $ 151 $ 88
XML 70 R50.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details)
 12 Months Ended
Jan. 31, 2023
Furniture and fixtures | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 3 years
Furniture and fixtures | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 7 years
Computers and equipment  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 3 years
Buildings  
Property, Plant and Equipment [Line Items]  
Estimated Useful Life 40 years
XML 71 R51.htm IDEA: XBRL DOCUMENT v3.23.1
Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details) - nCino K.K - USD ($)
$ in Millions
 1 Months Ended
Oct. 31, 2019
Jan. 31, 2023
Schedule of Equity Method Investments [Line Items]    
Payments to noncontrolling interests $ 4.7  
Estimated redeemable noncontrolling interest redemption Value   $ 3.3
nCino K.K    
Schedule of Equity Method Investments [Line Items]    
Ownership percentage by parent 0.51%  
XML 72 R52.htm IDEA: XBRL DOCUMENT v3.23.1
Variable Interest Entity and Redeemable Non-Controlling Interest - Financial Assets Measured At Fair Value (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Increase (Decrease) in Temporary Equity [Roll Forward]      
Beginning balance $ 2,882 $ 3,791 $ 4,356
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) (1,119) (1,569) (1,130)
Foreign currency translation (194) (256) 169
Adjustment to redeemable non-controlling interest 1,995 894 396
Stock-based compensation expense 25 22 0
Ending balance $ 3,589 $ 2,882 $ 3,791
XML 73 R53.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements - Summary of Financial Assets (Details) - Fair Value, Measurement, Recurring - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Level 1    
Assets:    
Time deposits (included in other long-term assets) $ 382 $ 385
Total assets 17,531 11,514
Level 1 | Money Market Funds    
Assets:    
Money market accounts (included in cash and cash equivalents) 17,149 11,129
Level 2    
Assets:    
Time deposits (included in other long-term assets) 0 0
Total assets 0 0
Level 2 | Money Market Funds    
Assets:    
Money market accounts (included in cash and cash equivalents) 0 0
Level 3    
Assets:    
Time deposits (included in other long-term assets) 0 0
Total assets 0 0
Level 3 | Money Market Funds    
Assets:    
Money market accounts (included in cash and cash equivalents) $ 0 $ 0
XML 74 R54.htm IDEA: XBRL DOCUMENT v3.23.1
Revenues - Revenue By Geographic Region (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Disaggregation of Revenue [Line Items]      
Total revenues $ 408,315 $ 273,865 $ 204,293
United States      
Disaggregation of Revenue [Line Items]      
Total revenues 346,494 230,301 180,923
International      
Disaggregation of Revenue [Line Items]      
Total revenues $ 61,821 $ 43,564 $ 23,370
XML 75 R55.htm IDEA: XBRL DOCUMENT v3.23.1
Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Revenue from Contract with Customer [Abstract]    
Trade accounts receivable $ 94,729 $ 71,417
Unbilled accounts receivable 4,920 2,161
Allowance for doubtful accounts (899) (151)
Other accounts receivable 747 1,101
Total accounts receivable, net 99,497 74,528
Income taxes receivable $ 100 $ 500
XML 76 R56.htm IDEA: XBRL DOCUMENT v3.23.1
Revenues - Narrative (Details) - USD ($)
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Disaggregation of Revenue [Line Items]      
Contract with customer, liability, revenue recognized $ 120,700,000    
Remaining performance obligation amount 944,100,000    
Amortization of costs capitalized to obtain revenue contracts 8,459,000 $ 5,779,000 $ 4,682,000
Capitalized contract cost, impairment loss 0    
Capitalized contract cost, net 27,600,000 24,000,000  
Costs capitalized to obtain revenue contracts, noncurrent, net 18,229,000 16,403,000  
Sales and marketing      
Disaggregation of Revenue [Line Items]      
Amortization of costs capitalized to obtain revenue contracts $ 8,500,000 $ 5,800,000 $ 4,700,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01      
Disaggregation of Revenue [Line Items]      
Remaining performance obligation percentage 67.00%    
Remaining performance obligation, expected timing of satisfaction 24 months    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01      
Disaggregation of Revenue [Line Items]      
Remaining performance obligation percentage 29.00%    
Minimum      
Disaggregation of Revenue [Line Items]      
Remaining performance obligation, expected timing of satisfaction 30 days    
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01      
Disaggregation of Revenue [Line Items]      
Remaining performance obligation, expected timing of satisfaction 25 months    
Maximum      
Disaggregation of Revenue [Line Items]      
Remaining performance obligation, expected timing of satisfaction 45 days    
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01      
Disaggregation of Revenue [Line Items]      
Remaining performance obligation, expected timing of satisfaction 48 months    
XML 77 R57.htm IDEA: XBRL DOCUMENT v3.23.1
Property and Equipment - Property and equipment, net (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 104,845 $ 76,168
Less accumulated depreciation (20,403) (15,491)
Property and equipment, net 84,442 60,677
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 10,730 7,503
Computers and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 8,361 7,496
Buildings and land    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 56,379 33,977
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 28,702 14,111
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 673 $ 13,081
XML 78 R58.htm IDEA: XBRL DOCUMENT v3.23.1
Property and Equipment - Depreciation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Property, Plant and Equipment [Line Items]      
Total depreciation expense $ 6,452 $ 5,099 $ 4,226
Subscription      
Property, Plant and Equipment [Line Items]      
Cost of subscription revenues 399 337 268
Professional Services and other      
Property, Plant and Equipment [Line Items]      
Cost of subscription revenues 1,301 1,095 1,029
Sales and marketing      
Property, Plant and Equipment [Line Items]      
Depreciation, nonproduction 1,452 1,182 1,076
Research and development      
Property, Plant and Equipment [Line Items]      
Depreciation, nonproduction 2,435 1,842 1,347
General and administrative      
Property, Plant and Equipment [Line Items]      
Depreciation, nonproduction $ 865 $ 643 $ 506
XML 79 R59.htm IDEA: XBRL DOCUMENT v3.23.1
Property and Equipment - Property, Plant and Equipment by Geographic Location (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment, net $ 84,442 $ 60,677
United States    
Property, Plant and Equipment [Line Items]    
Property and equipment, net 83,594 60,034
International    
Property, Plant and Equipment [Line Items]    
Property and equipment, net $ 848 $ 643
XML 80 R60.htm IDEA: XBRL DOCUMENT v3.23.1
Business Combinations - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jan. 07, 2022
Jan. 31, 2022
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Nov. 12, 2021
Business Acquisition, Contingent Consideration [Line Items]            
Adjustments to additional paid in capital, stock issued, issuance costs       $ 210 $ 4,534  
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value   $ 102,836 $ 44,170 $ 102,836    
Measurement period adjustment relating to business acquisition     $ (1,961)      
Restricted Stock Units (RSUs)            
Business Acquisition, Contingent Consideration [Line Items]            
Award vesting period     4 years      
SimpleNexus            
Business Acquisition, Contingent Consideration [Line Items]            
Business acquisition, transaction costs $ 10,000          
Adjustments to additional paid in capital, stock issued, issuance costs 200          
Business combination, consideration transferred, before working capital adjustment 933,600          
Net working capital adjustment $ (676)   $ (700)      
Business acquisition, volume, weighted average. duration 20 days          
Business acquisition, share price (in USD per share) $ 50.82         $ 72.53
Measurement period adjustment relating to business acquisition     (2,000)      
Business combination, provisional information, initial accounting incomplete, adjustment, deferred income taxes     $ 1,300      
Business acquisition, goodwill, expected tax deductible amount $ 189,200          
Pro forma information, revenue of acquiree since acquisition date, actual   3,900        
Business combination, pro forma information, earnings or loss of acquiree since acquisition date, actual   $ (3,600)        
SimpleNexus | Preliminarily Allocated to Purchase Consideration            
Business Acquisition, Contingent Consideration [Line Items]            
Business acquisition, equity interest issued or issuable, value assigned 300          
SimpleNexus | Preliminarily Allocated to Future Services            
Business Acquisition, Contingent Consideration [Line Items]            
Business acquisition, equity interest issued or issuable, value assigned $ 1,100          
SimpleNexus | Restricted Stock Units (RSUs)            
Business Acquisition, Contingent Consideration [Line Items]            
Share-based compensation arrangement by share-based payment award, shares issued in period 927,744          
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value $ 47,200          
Award vesting period 4 years          
SimpleNexus | Restricted Stock Units (RSUs) | Preliminary Established Fair Value            
Business Acquisition, Contingent Consideration [Line Items]            
Business acquisition, equity interest issued or issuable, value assigned $ 1,400          
XML 81 R61.htm IDEA: XBRL DOCUMENT v3.23.1
Business Combinations - Consideration Transferred (Details) - SimpleNexus - USD ($)
$ in Thousands
 12 Months Ended
Jan. 07, 2022
Jan. 31, 2023
Business Acquisition [Line Items]    
Cash consideration to members $ 286,086  
Voting common stock issued 647,509  
Net working capital adjustment (676) $ (700)
Total consideration $ 932,919  
Voting Common Stock    
Business Acquisition [Line Items]    
Equity interest issued or issuable, number of shares 12,762,146  
XML 82 R62.htm IDEA: XBRL DOCUMENT v3.23.1
Business Combinations - Summary Of Net Assets Acquired (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Jan. 07, 2022
Jan. 31, 2021
Business Acquisition [Line Items]        
Goodwill $ 839,440 $ 841,487   $ 57,149
SimpleNexus        
Business Acquisition [Line Items]        
Cash and cash equivalents     $ 17,038  
Accounts receivable     6,100  
Property and equipment, net     1,010  
Operating lease right-of-use assets     3,549  
Other current and noncurrent assets     4,641  
Intangible assets     162,000  
Goodwill     783,195  
Accounts payable, accrued expenses, and other liabilities, current and noncurrent     (8,284)  
Deferred revenue, current and noncurrent     (8,643)  
Operating lease liabilities, current and noncurrent     (3,487)  
Deferred income taxes     (24,200)  
Net assets acquired     $ 932,919  
XML 83 R63.htm IDEA: XBRL DOCUMENT v3.23.1
Business Combinations - Components of Identifiable Intangible Assets (Details) - SimpleNexus
$ in Thousands
Jan. 07, 2022
USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 162,000
Developed technology  
Acquired Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 77,500
Useful Life 5 years
Customer relationships  
Acquired Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 70,000
Useful Life 10 years
Trade name  
Acquired Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 14,500
Useful Life 6 years
XML 84 R64.htm IDEA: XBRL DOCUMENT v3.23.1
Business Combinations - Pro Forma Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Business Combinations [Abstract]    
Revenues $ 311,796 $ 225,307
Net loss attributable to nCino, Inc. $ (96,189) $ (166,032)
XML 85 R65.htm IDEA: XBRL DOCUMENT v3.23.1
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Goodwill [Roll Forward]    
Goodwill, beginning balance $ 841,487 $ 57,149
Acquisition of SimpleNexus   785,156
Measurement period adjustments relating to the acquisition of SimpleNexus (1,961)  
Translation adjustments (86) (818)
Goodwill, ending balance $ 839,440 $ 841,487
XML 86 R66.htm IDEA: XBRL DOCUMENT v3.23.1
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 190,860 $ 189,962
Accumulated Amortization (38,035) (9,840)
Net Carrying Amount $ 152,825 180,122
Finite-lived intangible asset, useful life 6 years 8 months 12 days  
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 83,605 83,625
Accumulated Amortization (21,818) (4,804)
Net Carrying Amount $ 61,787 78,821
Finite-lived intangible asset, useful life 4 years  
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 91,710 91,711
Accumulated Amortization (13,418) (4,748)
Net Carrying Amount $ 78,292 86,963
Finite-lived intangible asset, useful life 9 years 1 month 6 days  
Trademarks and trade name    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 14,626 14,626
Accumulated Amortization (2,705) (288)
Net Carrying Amount $ 11,921 14,338
Finite-lived intangible asset, useful life 5 years  
Other Intangible Assets    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 919 0
Accumulated Amortization (94) 0
Net Carrying Amount $ 825 $ 0
Finite-lived intangible asset, useful life 2 years 6 months  
XML 87 R67.htm IDEA: XBRL DOCUMENT v3.23.1
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Finite-Lived Intangible Assets [Line Items]      
Amortization of intangible assets $ 28,200 $ 4,907 $ 3,205
Cost of subscription revenues      
Finite-Lived Intangible Assets [Line Items]      
Amortization of intangible assets 17,019 2,604 1,525
Cost of professional services and other revenues      
Finite-Lived Intangible Assets [Line Items]      
Amortization of intangible assets 94 0 0
Sales and marketing      
Finite-Lived Intangible Assets [Line Items]      
Amortization of intangible assets 11,087 2,303 1,670
General and administrative      
Finite-Lived Intangible Assets [Line Items]      
Amortization of intangible assets $ 0 $ 0 $ 10
XML 88 R68.htm IDEA: XBRL DOCUMENT v3.23.1
Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 $ 27,745  
2025 26,916  
2026 26,751  
2027 25,545  
2028 10,924  
Thereafter 34,944  
Net Carrying Amount $ 152,825 $ 180,122
XML 89 R69.htm IDEA: XBRL DOCUMENT v3.23.1
Reseller Agreement - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Affiliated Entity | Reseller Agreement    
Related Party Transaction [Line Items]    
Related party costs $ 41.4 $ 34.8
XML 90 R70.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders’ Equity - Narrative (Details) - $ / shares
Jan. 31, 2023
Jan. 31, 2022
Equity [Abstract]    
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, par value (in USD per share) $ 0.001 $ 0.001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, par value (in USD per share) $ 0.0005 $ 0.0005
XML 91 R71.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders’ Equity - Common Stock Future Issuance (Details) - shares
Jan. 31, 2023
Jan. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Issued and outstanding stock options 2,009,323 2,629,109
Possible issuance under stock plans 24,125,413  
Stock Option    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Issued and outstanding stock options 2,009,323  
Restricted Stock Units (RSUs)    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Nonvested issued and outstanding restricted stock units ("RSUs") 3,619,690  
Common Stock    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Common shares reserved for future issuance 29,754,426  
XML 92 R72.htm IDEA: XBRL DOCUMENT v3.23.1
Stock-Based Compensation - Narrative (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 31, 2023
USD ($)
plan
$ / shares
shares
Jan. 31, 2022
USD ($)
$ / shares
Jan. 31, 2021
USD ($)
$ / shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Number of equity incentive plans | plan 2    
Exercised $ 16,218 $ 176,800 $ 142,900
Total stock-based compensation expense 50,232 $ 28,477 $ 25,208
Stock Option      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Unrecognized compensation costs $ 100    
Unrecognized compensation costs period for recognition 7 months 2 days    
Restricted Stock Units (RSUs)      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Award vesting period 4 years    
Unrecognized compensation costs $ 117,400    
Unrecognized compensation costs period for recognition 2 years 10 months 28 days    
Granted (in USD per share) | $ / shares $ 41.54 $ 60.99 $ 22.30
Equity Instruments other than options, aggregate intrinsic value, vested $ 39,700 $ 12,200 $ 5,500
Award vesting rights, percentage 25.00%    
Total stock-based compensation expense     $ 12,200
Employee Stock      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Unrecognized compensation costs $ 900    
Minimum      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Purchase price of common stock, percent 100.00%    
2014 Equity Incentive Plan      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Number of shares authorized (in shares) | shares 15,025,666    
2014 Equity Incentive Plan | Stock Option      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Award vesting period 4 years    
Expiration period 10 years    
2019 Equity Incentive Plan      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Award vesting period 4 years    
Expiration period 10 years    
2019 Equity Incentive Plan | Share-based Payment Arrangement      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Number of additional shares authorized (in shares) | shares 15,250,000    
Percent increase in aggregate shares 5.00%    
Employee Stock Purchase Plan | Employee Stock      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Number of shares authorized (in shares) | shares 1,800,000    
Purchase price of common stock, percent 85.00%    
Percent increase in aggregate shares 1.00%    
Number of shares available for grant | shares 3,597,313    
XML 93 R73.htm IDEA: XBRL DOCUMENT v3.23.1
Stock-Based Compensation - Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Number of Shares      
Outstanding, beginning of period (in shares) 2,629,109    
Granted (in shares) 0    
Expired or forfeited (in shares) (40,124)    
Exercised (in shares) (579,662)    
Outstanding, end of period (in shares) 2,009,323 2,629,109  
Exercisable, end of period (in shares) 1,981,573    
Fully vested or expected to vest, end of period (in shares) 2,006,548    
Weighted Average Exercise Price      
Outstanding, beginning of period (in USD per share) $ 6.72    
Granted (in USD per share) 0    
Expired or forfeited (in USD per share) 15.20    
Exercised (in USD per share) 6.47    
Outstanding, end of period (in USD per share) 6.62 $ 6.72  
Exercisable, end of period (in USD per share) 6.46    
Fully vested or expected to vest, end of period (in USD per share) $ 6.60    
Weighted Average Remaining Contractual Term (Years)      
Weighted average remaining contractual term 3 years 10 months 2 days 4 years 11 months 1 day  
Exercisable, end of period 3 years 9 months 18 days    
Fully vested or expected to vest, end of period 3 years 11 months 12 days    
Aggregate Intrinsic Value (In thousands)      
Outstanding, beginning of period $ 102,836    
Exercised 16,218 $ 176,800 $ 142,900
Outstanding, end of period 44,170 $ 102,836  
Exercisable, end of period 43,868    
Fully vested or expected to vest, end of period $ 44,140    
XML 94 R74.htm IDEA: XBRL DOCUMENT v3.23.1
Stock-Based Compensation - RSUs Activity (Details) - Restricted Stock Units (RSUs) - $ / shares
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Number of Shares      
Nonvested, beginning of period (in shares) 3,012,440    
Granted (in shares) 2,224,268    
Vested (in shares) (971,864)    
Forfeited (in shares) (733,457)    
Nonvested, end of period (in shares) 3,531,387 3,012,440  
Weighted Average Grant Date Fair Value      
Nonvested, beginning of period (in USD per share) $ 45.62    
Granted (in USD per share) 41.54 $ 60.99 $ 22.30
Vested (in USD per share) 40.80    
Forfeited (in USD per share) 47.74    
Nonvested, end of period (in USD per share) $ 44.00 $ 45.62  
Share-based compensation arrangement by share-based payment award, equity instruments other than options, shares not issued or outstanding 88,303    
XML 95 R75.htm IDEA: XBRL DOCUMENT v3.23.1
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - Employee Stock
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected life (in years from vesting) 6 months 6 months
Expected dividends 0.00% 0.00%
Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 49.65% 48.70%
Risk-free interest rate 0.22% 0.05%
Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 84.59% 49.65%
Risk-free interest rate 4.77% 0.22%
XML 96 R76.htm IDEA: XBRL DOCUMENT v3.23.1
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 50,232 $ 28,477 $ 25,208
Share-based payment arrangement, expense, tax benefit (200)    
Cost of Sales | Subscription      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 1,430 960 576
Cost of Sales | Professional Services and other      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 7,263 5,195 4,232
Sales and marketing      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 13,283 7,520 6,190
Research and development      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 11,602 6,186 5,463
General and administrative      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 16,654 $ 8,616 $ 8,747
XML 97 R77.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Income Tax Disclosure [Abstract]      
United States $ (100,223) $ (61,587) $ (33,478)
Foreign 2,450 (12,367) (7,206)
Loss before income taxes $ (97,773) $ (73,954) $ (40,684)
XML 98 R78.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Provision (Benefit) for Income Tax (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Current:      
Federal $ 0 $ 0 $ 0
State 81 73 14
Foreign 2,363 374 402
Current income tax expense (benefit) 2,444 447 416
Deferred:      
Federal 1,339 (21,280) 132
State 438 (3,086) 101
Foreign (150) 86 (63)
Total 1,627 (24,280) 170
Total income tax provision (benefit) $ 4,071 $ (23,833) $ 586
XML 99 R79.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Reconciliation of Effective Tax Rate to U.S. Federal Statutory Rate (Details)
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Income Tax Disclosure [Abstract]      
Income taxes at statutory rate of 21% for 2021, 2022, and 2023 21.00% 21.00% 21.00%
State income tax (provision) benefit, net of federal impact (0.40%) 4.10% (0.30%)
Foreign rate differential 0.50% 0.70% 0.90%
Stock-based compensation 0.10% 48.80% 59.90%
Tax credits 0.00% 4.10% 0.00%
Statutory tax rate law changes 0.00% 2.70% 0.00%
Transaction costs (0.10%) (1.30%) (1.00%)
Nondeductible expenses (0.20%) (0.10%) (0.20%)
Other (1.10%) 0.00% 0.20%
Executive compensation (2.40%) (3.70%) (12.60%)
Changes in valuation allowance (21.60%) (44.10%) (69.30%)
Effective income tax rate reconciliation, percent (4.20%) 32.20% (1.40%)
XML 100 R80.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Significant components of Deferred Tax Assets And Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Deferred tax assets:    
Net operating losses $ 134,413 $ 129,155
Research and development 22,658 0
Financing obligations and lease liabilities 15,960 11,178
Equity compensation 8,400 6,972
Tax credits 3,527 3,527
Reserves and accruals 4,008 3,404
Deferred revenue 550 1,776
Other 2,890 1,317
Total deferred tax assets 192,406 157,329
Less valuation allowance (138,359) (109,021)
Total deferred tax assets, net of valuation allowances 54,047 48,308
Deferred tax liabilities:    
Intangible assets (29,903) (31,230)
Depreciation (16,213) (9,298)
Contract acquisition costs (7,141) (6,015)
Lease asset (2,678) (3,168)
Other 0 (166)
Total deferred tax liabilities (55,935) (49,877)
Net deferred tax liabilities $ (1,888) $ (1,569)
XML 101 R81.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Net Deferred Tax Asset (Liability) (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Income Tax Disclosure [Abstract]    
Other long-term assets $ 909 $ 106
Deferred income taxes, noncurrent (2,797) (1,675)
Net deferred tax liabilities $ (1,888) $ (1,569)
XML 102 R82.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Income Tax Contingency [Line Items]    
Deferred tax liabilities, net, adjusted amount   $ 25,500
Accrued income taxes, current $ 1,300 0
Deferred tax assets, valuation allowance (138,359) (109,021)
Deferred tax assets, amount recognized   $ 24,600
Undistributed earnings of foreign subsidiaries 8,100  
Effective income tax rate reconciliation, repatriation of foreign earnings, amount 400  
Domestic Tax Authority    
Income Tax Contingency [Line Items]    
Operating loss carryforwards 79,398  
Operating loss carryforwards, not subject to expiration 415,532  
State and Local Jurisdiction    
Income Tax Contingency [Line Items]    
Operating loss carryforwards 271,361  
Operating loss carryforwards, not subject to expiration 96,693  
Foreign Tax Authority    
Income Tax Contingency [Line Items]    
Operating loss carryforwards 6,749  
Operating loss carryforwards, not subject to expiration $ 40,126  
XML 103 R83.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Tax Credit Carryforward [Line Items]    
Tax credits $ 3,527 $ 3,527
Domestic Tax Authority    
Tax Credit Carryforward [Line Items]    
Operating loss carryforwards 79,398  
Operating loss carryforwards, not subject to expiration 415,532  
Tax credits 3,047  
State and Local Jurisdiction    
Tax Credit Carryforward [Line Items]    
Operating loss carryforwards 271,361  
Operating loss carryforwards, not subject to expiration 96,693  
Tax credits 608  
Foreign Tax Authority    
Tax Credit Carryforward [Line Items]    
Operating loss carryforwards 6,749  
Operating loss carryforwards, not subject to expiration $ 40,126  
XML 104 R84.htm IDEA: XBRL DOCUMENT v3.23.1
Defined Contribution Plan (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Retirement Benefits [Abstract]      
Defined contribution plan, employer discretionary contribution amount $ 7.0 $ 3.2 $ 2.1
XML 105 R85.htm IDEA: XBRL DOCUMENT v3.23.1
Leases - Narrative (Details)
Jan. 31, 2023
Leases [Abstract]  
Term of contract 5 years
Operating lease, weighted average remaining lease term 3 years 6 months 29 days
Operating lease, weighted average discount rate, percent 4.50%
XML 106 R86.htm IDEA: XBRL DOCUMENT v3.23.1
Leases - Components of Lease Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Leases [Abstract]    
Operating lease expense $ 4,066 $ 2,945
Short-term lease expense 1,276 885
Variable lease expense 508 281
Total $ 5,850 $ 4,111
XML 107 R87.htm IDEA: XBRL DOCUMENT v3.23.1
Leases - Supplemental Cash Flow Information (Details)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
USD ($)
Leases [Abstract]  
Cash paid for amounts included in the measurement of operating lease liabilities $ 4,993
Right-of-use assets obtained in exchange for operating lease liabilities 2,050
Modification to reduce right-of-use assets and operating lease liabilities $ 842
XML 108 R88.htm IDEA: XBRL DOCUMENT v3.23.1
Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Leases [Abstract]    
2024 $ 4,278  
2025 3,122  
2026 2,137  
2027 1,085  
2028 975  
Thereafter 494  
Total lease liabilities 12,091  
Less: imputed interest (935)  
Total lease obligations 11,156  
Less: current obligations (3,874) $ (3,548)
Long-term lease obligations $ 7,282 $ 11,198
XML 109 R89.htm IDEA: XBRL DOCUMENT v3.23.1
Revolving Credit Facility (Details) - USD ($)
$ in Thousands
Feb. 11, 2022
Jan. 31, 2023
Line of Credit Facility [Line Items]    
Financial covenants, required minimum consolidated liquidity $ 50,000  
Financial covenants, percent of sum of unrestricted and unencumbered cash 100.00%  
Financial covenants, required percent of unrestricted and unencumbered cash 75.00%  
Financial covenants, required minimum cash $ 5,000  
Financial Covenants, Credit Facility Availability Threshold $ 25,000  
Debt instrument, capital stock of foreign subsidiaries owned, percentage   65.00%
Debt issuance costs, net   $ 200
Line of credit, current   $ 30,000
Line of Credit | Bloomberg Short Term Bank Yield Index | Maximum    
Line of Credit Facility [Line Items]    
Debt instrument, basis spread on variable rate 1.00%  
Revolving Credit Facility | Bloomberg Short Term Bank Yield Index    
Line of Credit Facility [Line Items]    
Line of credit facility, commitment fee percentage 1.00%  
Revolving Credit Facility | Bloomberg Short Term Bank Yield Index | Maximum    
Line of Credit Facility [Line Items]    
Debt instrument, basis spread on variable rate 0.00%  
Revolving Credit Facility | Bloomberg Short Term Bank Yield Index | Minimum    
Line of Credit Facility [Line Items]    
Debt instrument, basis spread on variable rate 0.00%  
Revolving Credit Facility | Line of Credit    
Line of Credit Facility [Line Items]    
Line of credit facility, unused capacity, commitment fee percentage 0.25%  
Debt instrument, interest rate, stated percentage   5.57%
Line of credit, available borrowing capacity   $ 20,000
Revolving Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate    
Line of Credit Facility [Line Items]    
Line of credit facility, commitment fee percentage 0.50%  
Revolving Credit Facility | Line of Credit | Bloomberg Short Term Bank Yield Index | Minimum    
Line of Credit Facility [Line Items]    
Debt instrument, basis spread on variable rate 0.00%  
Revolving Credit Facility | Bank of America, NA | Line of Credit    
Line of Credit Facility [Line Items]    
Line of credit facility, maximum borrowing capacity $ 50,000  
Letter of Credit | Bank of America, NA | Line of Credit    
Line of Credit Facility [Line Items]    
Line of credit facility, maximum borrowing capacity $ 7,500  
XML 110 R90.htm IDEA: XBRL DOCUMENT v3.23.1
Commitment and Contingencies - Narrative (Details)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
USD ($)
plantiff
Nov. 30, 2022
USD ($)
Apr. 28, 2022
USD ($)
Sep. 30, 2021
USD ($)
Nov. 30, 2020
USD ($)
Other Commitments [Line Items]          
Financing obligations $ 55,380       $ 16,300
Finance lease, right-of-use asset, before accumulated amortization         $ 16,300
Construction payable       $ 17,700  
Construction in progress, gross   $ 22,400   $ 17,700  
Construction payable, estimated liability   $ 22,400      
Finance lease, weighted average discount rate, percent 5.70%        
Loss contingency, number of plaintiffs | plantiff 1        
Live Oak Bancshares, Inc          
Other Commitments [Line Items]          
Loss contingency, estimate of possible loss     $ 3,900    
Apiture, Inc          
Other Commitments [Line Items]          
Loss contingency, estimate of possible loss     $ 800    
XML 111 R91.htm IDEA: XBRL DOCUMENT v3.23.1
Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Nov. 30, 2020
Purchase commitments    
2024 $ 4,403  
2025 3,630  
2026 1,720  
2027 1,102  
2028 0  
Thereafter 0  
Total 10,855  
Financing obligations - leased facility    
2024 4,443  
2025 4,543  
2026 4,644  
2027 3,950  
2028 0  
Thereafter 0  
Total 17,580  
Residual financing obligations and assets 49,476  
Less: amount representing interest (11,676)  
Financing obligations $ 55,380 $ 16,300
XML 112 R92.htm IDEA: XBRL DOCUMENT v3.23.1
Related-Party Transactions (Details)
$ in Millions
 1 Months Ended 12 Months Ended
Dec. 31, 2022
Jan. 31, 2022
USD ($)
Jan. 31, 2021
USD ($)
equityHolder
Nov. 01, 2022
USD ($)
Related Party Transaction [Line Items]        
Related party, non-cancellable agreement, renewal term (in years) 1 year      
Equity securities without readily determinable fair value, amount       $ 2.5
Zest AI        
Related Party Transaction [Line Items]        
Ownership percentage by parent       10.00%
Agreement For Purchase Of Service | Affiliated Entity        
Related Party Transaction [Line Items]        
Expenses from transactions with related party   $ 1.5 $ 1.2  
Transactions With Certain Equity Holders | Affiliated Entity        
Related Party Transaction [Line Items]        
Number of affiliated entities | equityHolder     3  
Subscription revenue from related parties     $ 2.8  
Banking Relationship | Affiliated Entity        
Related Party Transaction [Line Items]        
Number of affiliated entities | equityHolder     1  
Interest income, related party     $ 0.1  
XML 113 R93.htm IDEA: XBRL DOCUMENT v3.23.1
Basic and Diluted Loss per Share - Components of Basic and Diluted Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Numerator      
Net Income (Loss) Attributable to Parent $ (102,720) $ (49,446) $ (40,536)
Denominator      
Weighted average-common shares outstanding basic (in shares) 110,615,734 96,722,464 87,678,323
Weighted average-common shares outstanding basic (in shares) 110,615,734 96,722,464 87,678,323
Basic net loss per share attributable to nCino, Inc. (in USD per share) $ (0.93) $ (0.51) $ (0.46)
Diluted net loss per share attributable to nCino, Inc. (in USD per share) $ (0.93) $ (0.51) $ (0.46)
XML 114 R94.htm IDEA: XBRL DOCUMENT v3.23.1
Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details) - shares
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Stock Option      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share amount (in shares) 2,009,323 2,629,109 5,467,012
Restricted Stock Units (RSUs)      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share amount (in shares) 3,531,387 3,012,440 1,848,296
Employee Stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share amount (in shares) 21,079 12,471 0
XML 115 R95.htm IDEA: XBRL DOCUMENT v3.23.1
Restructuring - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Jan. 18, 2023
Jan. 31, 2023
Jan. 31, 2023
Restructuring Cost and Reserve [Line Items]      
Restructuring and related cost, number of positions eliminated, period percent 7.00%    
Payments for restructuring   $ 800  
Restructuring incurred cost statement of income or comprehensive income extensible enumeration not disclosed flag     incurred charges
Restructuring and related cost, incurred cost   4,800  
Severance and other employee costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring reserve   $ 5,000 $ 5,000
XML 116 R96.htm IDEA: XBRL DOCUMENT v3.23.1
Restructuring - Restructuring Charges (Details)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
USD ($)
Restructuring Cost and Reserve [Line Items]  
Restructuring charges $ 4,807
Severance and other employee costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 4,963
Stock-based compensation (benefit)  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges (210)
Lease exit fees  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 54
Sales and marketing  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 1,302
Sales and marketing | Severance and other employee costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 1,324
Sales and marketing | Stock-based compensation (benefit)  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges (31)
Sales and marketing | Lease exit fees  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 9
Research and development  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 1,994
Research and development | Severance and other employee costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 2,105
Research and development | Stock-based compensation (benefit)  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges (141)
Research and development | Lease exit fees  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 30
General and administrative  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 1,183
General and administrative | Severance and other employee costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 1,210
General and administrative | Stock-based compensation (benefit)  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges (29)
General and administrative | Lease exit fees  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 2
Subscription | Cost of Sales  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 4
Subscription | Cost of Sales | Severance and other employee costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 0
Subscription | Cost of Sales | Stock-based compensation (benefit)  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 0
Subscription | Cost of Sales | Lease exit fees  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 4
Professional Services and other | Cost of Sales  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 324
Professional Services and other | Cost of Sales | Severance and other employee costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 324
Professional Services and other | Cost of Sales | Stock-based compensation (benefit)  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges (9)
Professional Services and other | Cost of Sales | Lease exit fees  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges $ 9
XML 117 R97.htm IDEA: XBRL DOCUMENT v3.23.1
SEC Schedule, Article 12-09, Valuation and Qualifying Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]        
Balance, beginning of period $ 138,359 $ 109,021 $ 70,056 $ 36,425
Net increase during the year 29,338 38,965 33,631  
Balance, end of period $ 138,359 $ 109,021 $ 70,056  
XML 118 ncno-20230131_htm.xml IDEA: XBRL DOCUMENT 0001902733 2022-02-01 2023-01-31 0001902733 2022-07-31 0001902733 2023-03-23 0001902733 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2022-01-31 0001902733 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2023-01-31 0001902733 2022-01-31 0001902733 2023-01-31 0001902733 srt:AffiliatedEntityMember 2022-01-31 0001902733 srt:AffiliatedEntityMember 2023-01-31 0001902733 us-gaap:LicenseAndServiceMember 2020-02-01 2021-01-31 0001902733 us-gaap:LicenseAndServiceMember 2021-02-01 2022-01-31 0001902733 us-gaap:LicenseAndServiceMember 2022-02-01 2023-01-31 0001902733 ncno:ProfessionalServicesMember 2020-02-01 2021-01-31 0001902733 ncno:ProfessionalServicesMember 2021-02-01 2022-01-31 0001902733 ncno:ProfessionalServicesMember 2022-02-01 2023-01-31 0001902733 2020-02-01 2021-01-31 0001902733 2021-02-01 2022-01-31 0001902733 us-gaap:CommonStockMember 2020-01-31 0001902733 ncno:VotingCommonStockMember us-gaap:CommonStockMember 2020-01-31 0001902733 us-gaap:NonvotingCommonStockMember us-gaap:CommonStockMember 2020-01-31 0001902733 us-gaap:AdditionalPaidInCapitalMember 2020-01-31 0001902733 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-31 0001902733 us-gaap:RetainedEarningsMember 2020-01-31 0001902733 2020-01-31 0001902733 us-gaap:CommonStockMember 2020-02-01 2021-01-31 0001902733 us-gaap:AdditionalPaidInCapitalMember 2020-02-01 2021-01-31 0001902733 ncno:VotingCommonStockMember us-gaap:CommonStockMember 2020-02-01 2021-01-31 0001902733 us-gaap:NonvotingCommonStockMember us-gaap:CommonStockMember 2020-02-01 2021-01-31 0001902733 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-02-01 2021-01-31 0001902733 us-gaap:RetainedEarningsMember 2020-02-01 2021-01-31 0001902733 us-gaap:CommonStockMember 2021-01-31 0001902733 ncno:VotingCommonStockMember us-gaap:CommonStockMember 2021-01-31 0001902733 us-gaap:NonvotingCommonStockMember us-gaap:CommonStockMember 2021-01-31 0001902733 us-gaap:AdditionalPaidInCapitalMember 2021-01-31 0001902733 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-31 0001902733 us-gaap:RetainedEarningsMember 2021-01-31 0001902733 2021-01-31 0001902733 us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001902733 us-gaap:AdditionalPaidInCapitalMember 2021-02-01 2022-01-31 0001902733 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-02-01 2022-01-31 0001902733 us-gaap:RetainedEarningsMember 2021-02-01 2022-01-31 0001902733 us-gaap:CommonStockMember 2022-01-31 0001902733 ncno:VotingCommonStockMember us-gaap:CommonStockMember 2022-01-31 0001902733 us-gaap:NonvotingCommonStockMember us-gaap:CommonStockMember 2022-01-31 0001902733 us-gaap:AdditionalPaidInCapitalMember 2022-01-31 0001902733 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-31 0001902733 us-gaap:RetainedEarningsMember 2022-01-31 0001902733 us-gaap:CommonStockMember 2022-02-01 2023-01-31 0001902733 us-gaap:AdditionalPaidInCapitalMember 2022-02-01 2023-01-31 0001902733 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-02-01 2023-01-31 0001902733 us-gaap:RetainedEarningsMember 2022-02-01 2023-01-31 0001902733 us-gaap:CommonStockMember 2023-01-31 0001902733 ncno:VotingCommonStockMember us-gaap:CommonStockMember 2023-01-31 0001902733 us-gaap:NonvotingCommonStockMember us-gaap:CommonStockMember 2023-01-31 0001902733 us-gaap:AdditionalPaidInCapitalMember 2023-01-31 0001902733 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-31 0001902733 us-gaap:RetainedEarningsMember 2023-01-31 0001902733 srt:AffiliatedEntityMember 2020-02-01 2021-01-31 0001902733 srt:AffiliatedEntityMember 2021-02-01 2022-01-31 0001902733 srt:AffiliatedEntityMember 2022-02-01 2023-01-31 0001902733 us-gaap:IPOMember 2020-07-13 0001902733 us-gaap:IPOMember 2020-07-13 2020-07-13 0001902733 ncno:SecondaryPublicOfferingMember 2020-10-13 0001902733 ncno:SecondaryPublicOfferingMember 2020-02-01 2021-01-31 0001902733 ncno:SecondaryPublicOfferingMember 2020-10-13 2020-10-13 0001902733 ncno:OneCustomerMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-02-01 2023-01-31 0001902733 srt:MinimumMember 2023-01-31 0001902733 srt:MaximumMember 2023-01-31 0001902733 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2022-02-01 2023-01-31 0001902733 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2022-02-01 2023-01-31 0001902733 us-gaap:ComputerEquipmentMember 2022-02-01 2023-01-31 0001902733 us-gaap:BuildingMember 2022-02-01 2023-01-31 0001902733 ncno:NCinoKKMember 2019-10-01 2019-10-31 0001902733 ncno:NCinoKKMember ncno:NCinoKKMember 2019-10-31 0001902733 ncno:NCinoKKMember 2023-01-31 0001902733 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001902733 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001902733 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001902733 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001902733 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001902733 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001902733 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001902733 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001902733 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001902733 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001902733 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001902733 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001902733 country:US 2020-02-01 2021-01-31 0001902733 country:US 2021-02-01 2022-01-31 0001902733 country:US 2022-02-01 2023-01-31 0001902733 us-gaap:NonUsMember 2020-02-01 2021-01-31 0001902733 us-gaap:NonUsMember 2021-02-01 2022-01-31 0001902733 us-gaap:NonUsMember 2022-02-01 2023-01-31 0001902733 2023-02-01 2023-01-31 0001902733 2025-02-01 2023-01-31 0001902733 srt:MinimumMember 2025-02-01 2023-01-31 0001902733 srt:MaximumMember 2025-02-01 2023-01-31 0001902733 us-gaap:SellingAndMarketingExpenseMember 2020-02-01 2021-01-31 0001902733 us-gaap:SellingAndMarketingExpenseMember 2021-02-01 2022-01-31 0001902733 us-gaap:SellingAndMarketingExpenseMember 2022-02-01 2023-01-31 0001902733 us-gaap:FurnitureAndFixturesMember 2022-01-31 0001902733 us-gaap:FurnitureAndFixturesMember 2023-01-31 0001902733 us-gaap:ComputerEquipmentMember 2022-01-31 0001902733 us-gaap:ComputerEquipmentMember 2023-01-31 0001902733 us-gaap:BuildingMember 2022-01-31 0001902733 us-gaap:BuildingMember 2023-01-31 0001902733 us-gaap:LeaseholdImprovementsMember 2022-01-31 0001902733 us-gaap:LeaseholdImprovementsMember 2023-01-31 0001902733 us-gaap:ConstructionInProgressMember 2022-01-31 0001902733 us-gaap:ConstructionInProgressMember 2023-01-31 0001902733 us-gaap:ResearchAndDevelopmentExpenseMember 2020-02-01 2021-01-31 0001902733 us-gaap:ResearchAndDevelopmentExpenseMember 2021-02-01 2022-01-31 0001902733 us-gaap:ResearchAndDevelopmentExpenseMember 2022-02-01 2023-01-31 0001902733 us-gaap:GeneralAndAdministrativeExpenseMember 2020-02-01 2021-01-31 0001902733 us-gaap:GeneralAndAdministrativeExpenseMember 2021-02-01 2022-01-31 0001902733 us-gaap:GeneralAndAdministrativeExpenseMember 2022-02-01 2023-01-31 0001902733 country:US 2022-01-31 0001902733 country:US 2023-01-31 0001902733 us-gaap:NonUsMember 2022-01-31 0001902733 us-gaap:NonUsMember 2023-01-31 0001902733 ncno:SimpleNexusMember 2022-01-07 0001902733 ncno:SimpleNexusMember 2022-01-07 2022-01-07 0001902733 ncno:SimpleNexusMember ncno:VotingCommonStockMember 2022-01-07 2022-01-07 0001902733 us-gaap:RestrictedStockUnitsRSUMember ncno:SimpleNexusMember ncno:PreliminaryEstablishedFairValueMember 2022-01-07 0001902733 ncno:SimpleNexusMember ncno:PreliminarilyAllocatedToPurchaseConsiderationMember 2022-01-07 0001902733 ncno:SimpleNexusMember ncno:PreliminarilyAllocatedToFutureServicesMember 2022-01-07 0001902733 ncno:SimpleNexusMember 2021-11-12 0001902733 us-gaap:RestrictedStockUnitsRSUMember ncno:SimpleNexusMember 2022-01-07 2022-01-07 0001902733 us-gaap:RestrictedStockUnitsRSUMember ncno:SimpleNexusMember 2022-01-07 0001902733 ncno:SimpleNexusMember 2022-02-01 2023-01-31 0001902733 ncno:SimpleNexusMember us-gaap:DevelopedTechnologyRightsMember 2022-01-07 2022-01-07 0001902733 ncno:SimpleNexusMember us-gaap:CustomerRelationshipsMember 2022-01-07 2022-01-07 0001902733 ncno:SimpleNexusMember us-gaap:TradeNamesMember 2022-01-07 2022-01-07 0001902733 ncno:SimpleNexusMember 2022-01-07 2022-01-31 0001902733 us-gaap:DevelopedTechnologyRightsMember 2022-01-31 0001902733 us-gaap:DevelopedTechnologyRightsMember 2023-01-31 0001902733 us-gaap:DevelopedTechnologyRightsMember 2022-02-01 2023-01-31 0001902733 us-gaap:CustomerRelationshipsMember 2022-01-31 0001902733 us-gaap:CustomerRelationshipsMember 2023-01-31 0001902733 us-gaap:CustomerRelationshipsMember 2022-02-01 2023-01-31 0001902733 us-gaap:TrademarksAndTradeNamesMember 2022-01-31 0001902733 us-gaap:TrademarksAndTradeNamesMember 2023-01-31 0001902733 us-gaap:TrademarksAndTradeNamesMember 2022-02-01 2023-01-31 0001902733 us-gaap:OtherIntangibleAssetsMember 2022-01-31 0001902733 us-gaap:OtherIntangibleAssetsMember 2023-01-31 0001902733 us-gaap:OtherIntangibleAssetsMember 2022-02-01 2023-01-31 0001902733 ncno:CostOfGoodsAndServicesSoldLicenseAndServiceMember 2020-02-01 2021-01-31 0001902733 ncno:CostOfGoodsAndServicesSoldLicenseAndServiceMember 2021-02-01 2022-01-31 0001902733 ncno:CostOfGoodsAndServicesSoldLicenseAndServiceMember 2022-02-01 2023-01-31 0001902733 ncno:CostOfGoodsAndServicesSoldProfessionalServicesMember 2020-02-01 2021-01-31 0001902733 ncno:CostOfGoodsAndServicesSoldProfessionalServicesMember 2021-02-01 2022-01-31 0001902733 ncno:CostOfGoodsAndServicesSoldProfessionalServicesMember 2022-02-01 2023-01-31 0001902733 ncno:ResellerAgreementMember srt:AffiliatedEntityMember 2020-02-01 2021-01-31 0001902733 ncno:ResellerAgreementMember srt:AffiliatedEntityMember 2021-02-01 2022-01-31 0001902733 us-gaap:CommonStockMember 2023-01-31 0001902733 us-gaap:EmployeeStockOptionMember 2023-01-31 0001902733 us-gaap:RestrictedStockUnitsRSUMember 2023-01-31 0001902733 ncno:A2014EquityIncentivePlanMember 2023-01-31 0001902733 srt:MinimumMember 2022-02-01 2023-01-31 0001902733 us-gaap:EmployeeStockOptionMember ncno:A2014EquityIncentivePlanMember 2022-02-01 2023-01-31 0001902733 ncno:A2019EquityIncentivePlanMember 2022-02-01 2023-01-31 0001902733 us-gaap:StockCompensationPlanMember ncno:A2019EquityIncentivePlanMember 2022-02-01 2023-01-31 0001902733 us-gaap:RestrictedStockUnitsRSUMember 2022-02-01 2023-01-31 0001902733 us-gaap:EmployeeStockOptionMember 2022-02-01 2023-01-31 0001902733 us-gaap:RestrictedStockUnitsRSUMember 2022-01-31 0001902733 us-gaap:RestrictedStockUnitsRSUMember 2020-02-01 2021-01-31 0001902733 us-gaap:RestrictedStockUnitsRSUMember 2021-02-01 2022-01-31 0001902733 us-gaap:EmployeeStockMember ncno:EmployeeStockPurchasePlanMember 2023-01-31 0001902733 us-gaap:EmployeeStockMember ncno:EmployeeStockPurchasePlanMember 2022-02-01 2023-01-31 0001902733 us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001902733 us-gaap:EmployeeStockMember 2022-02-01 2023-01-31 0001902733 srt:MinimumMember us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001902733 srt:MaximumMember us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001902733 srt:MinimumMember us-gaap:EmployeeStockMember 2022-02-01 2023-01-31 0001902733 srt:MaximumMember us-gaap:EmployeeStockMember 2022-02-01 2023-01-31 0001902733 us-gaap:EmployeeStockMember 2023-01-31 0001902733 us-gaap:LicenseAndServiceMember us-gaap:CostOfSalesMember 2020-02-01 2021-01-31 0001902733 us-gaap:LicenseAndServiceMember us-gaap:CostOfSalesMember 2021-02-01 2022-01-31 0001902733 us-gaap:LicenseAndServiceMember us-gaap:CostOfSalesMember 2022-02-01 2023-01-31 0001902733 ncno:ProfessionalServicesMember us-gaap:CostOfSalesMember 2020-02-01 2021-01-31 0001902733 ncno:ProfessionalServicesMember us-gaap:CostOfSalesMember 2021-02-01 2022-01-31 0001902733 ncno:ProfessionalServicesMember us-gaap:CostOfSalesMember 2022-02-01 2023-01-31 0001902733 us-gaap:DomesticCountryMember 2023-01-31 0001902733 us-gaap:StateAndLocalJurisdictionMember 2023-01-31 0001902733 us-gaap:ForeignCountryMember 2023-01-31 0001902733 us-gaap:RevolvingCreditFacilityMember ncno:BankOfAmericaNAMember us-gaap:LineOfCreditMember 2022-02-11 0001902733 us-gaap:LetterOfCreditMember ncno:BankOfAmericaNAMember us-gaap:LineOfCreditMember 2022-02-11 0001902733 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember us-gaap:FederalFundsEffectiveSwapRateMember 2022-02-11 2022-02-11 0001902733 us-gaap:RevolvingCreditFacilityMember ncno:BloombergShortTermBankYieldIndexMember 2022-02-11 2022-02-11 0001902733 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ncno:BloombergShortTermBankYieldIndexMember 2022-02-11 2022-02-11 0001902733 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ncno:BloombergShortTermBankYieldIndexMember 2022-02-11 2022-02-11 0001902733 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember ncno:BloombergShortTermBankYieldIndexMember 2022-02-11 2022-02-11 0001902733 srt:MaximumMember us-gaap:LineOfCreditMember ncno:BloombergShortTermBankYieldIndexMember 2022-02-11 2022-02-11 0001902733 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2022-02-11 2022-02-11 0001902733 2022-02-11 0001902733 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2023-01-31 0001902733 2020-11-30 0001902733 2021-09-30 0001902733 2022-11-30 0001902733 ncno:LiveOakBancsharesIncMember 2022-04-28 0001902733 ncno:ApitureIncMember 2022-04-28 0001902733 2022-12-01 2022-12-31 0001902733 ncno:AgreementForPurchaseOfServiceMember srt:AffiliatedEntityMember 2020-02-01 2021-01-31 0001902733 ncno:AgreementForPurchaseOfServiceMember srt:AffiliatedEntityMember 2021-02-01 2022-01-31 0001902733 ncno:TransactionsWithCertainEquityHoldersMember srt:AffiliatedEntityMember 2021-01-31 0001902733 ncno:TransactionsWithCertainEquityHoldersMember srt:AffiliatedEntityMember 2020-02-01 2021-01-31 0001902733 ncno:BankingRelationshipMember srt:AffiliatedEntityMember 2021-01-31 0001902733 ncno:BankingRelationshipMember srt:AffiliatedEntityMember 2020-02-01 2021-01-31 0001902733 2022-11-01 0001902733 ncno:ZestAIMember 2022-11-01 0001902733 us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-31 0001902733 us-gaap:EmployeeStockOptionMember 2021-02-01 2022-01-31 0001902733 us-gaap:EmployeeStockOptionMember 2022-02-01 2023-01-31 0001902733 us-gaap:RestrictedStockUnitsRSUMember 2020-02-01 2021-01-31 0001902733 us-gaap:RestrictedStockUnitsRSUMember 2021-02-01 2022-01-31 0001902733 us-gaap:RestrictedStockUnitsRSUMember 2022-02-01 2023-01-31 0001902733 us-gaap:EmployeeStockMember 2020-02-01 2021-01-31 0001902733 us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001902733 us-gaap:EmployeeStockMember 2022-02-01 2023-01-31 0001902733 2023-01-18 2023-01-18 0001902733 2022-11-01 2023-01-31 0001902733 us-gaap:EmployeeSeveranceMember 2023-01-31 0001902733 us-gaap:LicenseAndServiceMember us-gaap:CostOfSalesMember us-gaap:EmployeeSeveranceMember 2022-02-01 2023-01-31 0001902733 us-gaap:LicenseAndServiceMember us-gaap:CostOfSalesMember us-gaap:OtherRestructuringMember 2022-02-01 2023-01-31 0001902733 us-gaap:LicenseAndServiceMember us-gaap:CostOfSalesMember ncno:LeaseExitFeesMember 2022-02-01 2023-01-31 0001902733 ncno:ProfessionalServicesMember us-gaap:CostOfSalesMember us-gaap:EmployeeSeveranceMember 2022-02-01 2023-01-31 0001902733 ncno:ProfessionalServicesMember us-gaap:CostOfSalesMember us-gaap:OtherRestructuringMember 2022-02-01 2023-01-31 0001902733 ncno:ProfessionalServicesMember us-gaap:CostOfSalesMember ncno:LeaseExitFeesMember 2022-02-01 2023-01-31 0001902733 us-gaap:SellingAndMarketingExpenseMember us-gaap:EmployeeSeveranceMember 2022-02-01 2023-01-31 0001902733 us-gaap:SellingAndMarketingExpenseMember us-gaap:OtherRestructuringMember 2022-02-01 2023-01-31 0001902733 us-gaap:SellingAndMarketingExpenseMember ncno:LeaseExitFeesMember 2022-02-01 2023-01-31 0001902733 us-gaap:ResearchAndDevelopmentExpenseMember us-gaap:EmployeeSeveranceMember 2022-02-01 2023-01-31 0001902733 us-gaap:ResearchAndDevelopmentExpenseMember us-gaap:OtherRestructuringMember 2022-02-01 2023-01-31 0001902733 us-gaap:ResearchAndDevelopmentExpenseMember ncno:LeaseExitFeesMember 2022-02-01 2023-01-31 0001902733 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:EmployeeSeveranceMember 2022-02-01 2023-01-31 0001902733 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:OtherRestructuringMember 2022-02-01 2023-01-31 0001902733 us-gaap:GeneralAndAdministrativeExpenseMember ncno:LeaseExitFeesMember 2022-02-01 2023-01-31 0001902733 us-gaap:EmployeeSeveranceMember 2022-02-01 2023-01-31 0001902733 us-gaap:OtherRestructuringMember 2022-02-01 2023-01-31 0001902733 ncno:LeaseExitFeesMember 2022-02-01 2023-01-31 iso4217:USD shares iso4217:USD shares ncno:segment pure ncno:reportingUnit ncno:plan ncno:plantiff ncno:equityHolder 0001902733 2023 FY false P4Y P4Y 10-K true 2023-01-31 --01-31 false 001-41211 nCino, Inc. DE 87-4154342 6770 Parker Farm Drive Wilmington NC 28405 888 676-2466 Common stock, par value $0.0005 per share NCNO NASDAQ Yes No Yes Yes Large Accelerated Filer false false true false 1400000000 111867662 <div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:120%">DOCUMENTS INCORPORATED BY REFERENCE</span></div><div style="text-align:center"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">Portions of the registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated herein by reference in Part II and Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2023</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:120%">.</span></div> 42 Ernst & Young LLP Raleigh, North Carolina Ernst & Young LLP Raleigh, North Carolina 4183000 2019000 88014000 82036000 151000 899000 74528000 99497000 7583000 9386000 13384000 16274000 183509000 207193000 60677000 84442000 13170000 10508000 16403000 18229000 841487000 839440000 180122000 152825000 0 2500000 4031000 6531000 1615000 8101000 1301014000 1327269000 11366000 11878000 21454000 22623000 14744000 10897000 122643000 154871000 621000 1015000 3548000 3874000 174376000 205158000 11198000 7282000 1675000 2797000 44000 0 0 30000000 33478000 54365000 9736000 0 230507000 299602000 2882000 3589000 0.001 0.001 10000000 10000000 0 0 0 0 0 0 0.0005 0.0005 500000000 500000000 109778542 109778542 111424132 111424132 55000 56000 1277258000 1333669000 -72000 694000 -209616000 -310341000 1067625000 1024078000 1301014000 1327269000 2439000 0 0 162439000 224854000 344752000 41854000 49011000 63563000 204293000 273865000 408315000 34831000 41404000 0 47969000 64508000 106265000 40166000 46905000 63341000 88135000 111413000 169606000 116158000 162452000 238709000 59731000 82901000 127669000 58263000 79363000 121576000 40772000 71545000 83477000 158766000 233809000 332722000 -42608000 -71357000 -94013000 361000 194000 403000 130000 1514000 2807000 1693000 -1277000 -1356000 -40684000 -73954000 -97773000 586000 -23833000 4071000 -41270000 -50121000 -101844000 -1130000 -1569000 -1119000 396000 894000 1995000 -40536000 -49446000 -102720000 -0.46 -0.46 -0.51 -0.51 -0.93 -0.93 87678323 87678323 96722464 96722464 110615734 110615734 -41270000 -50121000 -101844000 817000 -568000 572000 817000 -568000 572000 -40453000 -50689000 -101272000 -1130000 -1569000 -1119000 169000 -256000 -194000 -961000 -1825000 -1313000 -39492000 -48864000 -99959000 0 0 75596007 38000 5931319 3000 288564000 -408000 -120924000 167273000 9269000 5000 268370000 268375000 4534000 4534000 1983169 1000 325530 0 8744000 8745000 81852856 41000 75921537 -38000 5931319 -3000 253042 285692 25208000 25208000 648000 648000 -396000 -40140000 -40536000 93643759 47000 0 0 0 0 585956000 240000 -161064000 425179000 210000 12762146 7000 647292000 647299000 2758904 1000 13906000 13907000 559191 54542 2543000 2543000 28455000 28455000 -312000 -312000 -894000 -48552000 -49446000 109778542 55000 0 0 0 0 1277258000 -72000 -209616000 1067625000 579662 1000 3749000 3750000 883561 182367 4450000 4450000 50207000 50207000 766000 766000 -1995000 -100725000 -102720000 111424132 56000 0 0 0 0 1333669000 694000 -310341000 1024078000 -40536000 -49446000 -102720000 734000 675000 -876000 -41270000 -50121000 -101844000 7431000 10006000 34652000 0 2534000 3840000 4682000 5779000 8459000 0 0 177000 25208000 28477000 50232000 168000 -24280000 1627000 100000 90000 806000 1691000 -1860000 -1548000 20614000 13507000 26795000 -9201000 0 0 8967000 11045000 12235000 3342000 2503000 3433000 346000 8796000 35000 956000 -4363000 0 6740000 7311000 -1210000 -52000 0 0 38339000 24317000 33527000 -8013000 0 0 0 2580000 4767000 9222000 -19229000 -15381000 0 268994000 -676000 0 0 563000 4338000 5463000 18338000 0 0 2500000 0 4031000 2500000 -4338000 -278488000 -20725000 268375000 0 0 2765000 0 0 50000000 0 0 20000000 0 0 367000 210000 0 8745000 13907000 3750000 0 2543000 4450000 197000 0 0 37000 318000 1121000 274121000 15922000 36712000 1236000 -1231000 -1587000 280241000 -283026000 -981000 91184000 371425000 88399000 371425000 88399000 87418000 371425000 88014000 82036000 0 385000 5382000 371425000 88399000 87418000 631000 1003000 664000 130000 1514000 2617000 14000 11225000 720000 16300000 18154000 22402000 0 647509000 0 1769000 0 0 0 54000 356000 0 0 1285000 Organization and Description of Business<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Organization:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> On November 16, 2021, nCino, Inc. (now nCino OpCo, Inc., "nCino OpCo") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Penny HoldCo, Inc. (now nCino, Inc., "nCino, Inc."), a Delaware corporation incorporated on November 12, 2021 as a wholly-owned subsidiary of nCino OpCo, and certain other parties. On January 7, 2022, in connection with the closing of the transactions contemplated by the Merger Agreement, Penny HoldCo, Inc. changed its name to nCino, Inc. and nCino, Inc. changed its name to nCino OpCo, Inc. and became a wholly-owned subsidiary of nCino, Inc.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">nCino OpCo was initially organized as a North Carolina limited liability company named BANKR, LLC on December 13, 2011. On April 3, 2012, BANKR, LLC was renamed nCino, LLC which was reincorporated as nCino, Inc. (now nCino OpCo) in the State of Delaware on December 18, 2013. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Merger:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> On January 7, 2022, pursuant to the Merger Agreement, nCino, Inc. and nCino OpCo completed a series of mergers in which nCino, Inc. became the parent of nCino OpCo and SimpleNexus, LLC ("SimpleNexus"). Each share of nCino OpCo common stock, par value $0.0005 per share issued and outstanding was converted into one fully paid and nonassessable share of nCino, Inc. common stock, par value $0.0005. nCino, Inc. became the successor issuer and reporting company to nCino OpCo pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended. On January 10, 2022, shares of nCino OpCo were suspended from trading on the Nasdaq Global Select Market, and shares of nCino, Inc. commenced using nCino OpCo's trading history under the ticker symbol "NCNO".</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 7 "Business Combinations" for additional information regarding the SimpleNexus acquisition.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “nCino,” and the “Company” refer to nCino, Inc. and its consolidated subsidiaries after the Merger Agreement and to nCino OpCo, Inc. (formerly known as nCino, Inc.) and its consolidated subsidiaries before the Merger Agreement.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Description of Business:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 US, North America, Europe and Asia Pacific.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Fiscal Year End:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company’s fiscal year ends on January 31.</span></div> 0.0005 0.0005 Summary of Significant Accounting Policies<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Principles of Consolidation and Basis of Presentation:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Initial Public Offering: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On July 13, 2020, the Company's Registration Statement on Form S-1 relating to the initial public offering ("IPO") of its common stock was declared effective by the Securities and Exchange Commission ("SEC"). Prior to the closing of the IPO, the Company's certificate of incorporation was amended such that all outstanding shares of voting common stock and non-voting common stock were reclassified into a single class of stock designated as common stock which has one vote per share. In addition, effective upon the closing of the IPO, the Company's certificate of incorporation was amended and restated such that the total number of shares of common stock authorized to issue, par value $0.0005, was increased to 500,000,000 shares and the total number of shares of preferred stock authorized to issue, par value </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$0.001, was increased to 10,000,000 shares. In connection with the IPO, the Company issued and sold 9,269,000 shares of common stock (including shares issued pursuant to the exercise in full of the underwriters' option to purchase additional shares) at a public offering price of $31.00 per share for net proceeds of $268.4 million, after deducting underwriters' discounts and commissions. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the IPO, deferred offering costs, which consisted of legal, accounting, consulting and other direct fees, and costs relating to the IPO, were capitalized in other long-term assets. Upon consummation of the IPO, these costs were offset against the proceeds from the IPO and recorded in additional paid-in capital.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Secondary Public Offering: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On October 13, 2020, the Company completed an underwritten secondary public offering of 7,712,985 shares of common stock (including shares issued pursuant to the exercise in full of the underwriters' option to purchase additional shares) (the "Secondary Offering") held by certain stockholders of the Company (the "Selling Stockholders"). The Company did not offer any shares of common stock in the Secondary Offering and did not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. The Company incurred costs of $1.0 million in relation to the Secondary Offering for the fiscal year ended January 31, 2021 and such costs are recorded as a component of general and administrative expenses on the consolidated statements of operations. The Company received $1.7 million in cash (excluding withholding taxes) in connection with the exercise of 554,112 options by certain stockholders participating in the Secondary Offering. In addition, concurrent with the pricing of the Secondary Offering, the underwriters in the Company's IPO released an additional 367,561 shares from lock-up agreements, signed in connection with the IPO, with stockholders who did not participate in the Secondary Offering. The release consisted of both outstanding shares and shares subject to options.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, 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.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Operating Segments: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources, and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Concentration of Credit Risk and Significant Customers:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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, 2022 and January 31, 2023. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2022, one individual customer represented more than 12% of accounts receivable and, as of January 31, 2023, no individual customer represented over 10% of accounts receivable. For the fiscal years ended January 31, 2022 and 2023, no individual customer represented more than 10% of the Company’s total revenues.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue Recognition: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines revenue recognition through the following steps:</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Identification of the contract, or contracts, with a customer;</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Identification of the performance obligations in the contract; </span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Determination of the transaction price;</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Allocation of the transaction price to the performance obligations in the contract; and</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Recognition of revenues when, or as, the Company satisfies a performance obligation.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Subscription Revenues</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription revenues primarily consist of fees for providing customers access to the Company’s solutions, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates, and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer, which the Company believes best reflects the manner in which the Company’s customers utilize the Company’s subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the Company's solutions at any time and, as a result, are accounted for as a service contract. Generally, the Company’s subscription contracts are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. SimpleNexus contracts typically range from one to three years and are generally billed monthly in advance. Subscription arrangements that are cancelable generally have penalty clauses.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Professional Services and Other Revenues</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Professional services revenues primarily consist of fees for deployment, configuration, and optimization services, training. The majority of the Company’s professional services contract revenues are recognized over time based on a proportional performance methodology which utilizes input methods. The Company’s professional services contracts are billed on a time and materials or fixed fee basis.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Contracts with Multiple Performance Obligations</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company’s go-to-market strategy, historical sales, and contract prices. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Given the variability of pricing, the Company uses a range of SSP. The Company determines the SSP range using information that may include market conditions or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of products and services by customer size.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Costs Capitalized to Obtain Revenue Contracts</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company capitalizes incremental costs of obtaining a non-cancelable subscription and support revenue contract if the Company expects the benefit of those costs to be longer than one year. The capitalized amounts are subsequently </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">amortized over the estimated life of the contract. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees. Capitalized costs related to new revenue contracts are amortized on a straight-line basis over <span style="-sec-ix-hidden:f-526">four</span> to five years, which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Judgments</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size. Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Capitalized costs to obtain a contract are amortized over the expected period of benefit, which the Company has determined, based on analysis, to be approximately <span style="-sec-ix-hidden:f-528">four</span> to five years. The Company evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life, and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one year, the Company expenses the amount as incurred, utilizing the practical expedient. The Company regularly evaluates whether there have been changes in the underlying assumptions and data used to determine the amortization period.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At times, the Company provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are determined at contract inception and reduce the revenues recognized for a particular contract. At the end of each reporting period, the Company reviews and updates its estimates as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2023.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial to these consolidated financial statements.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Revenue:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and deposits. Deferred revenue is recognized as revenue recognition criteria has been met. Customers are typically invoiced for these agreements in advance of regular annual installments and revenues are recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">month period are recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Payment terms vary by contract, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing services, such as invoicing at the beginning of a subscription term with revenues recognized ratably over the contract period, and not to provide financing to customers. Any implied financing costs are considered insignificant in the context of the Company’s contracts.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at fair value.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Restricted Cash:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 other long-term assets at January 31, 2022 and January 31, 2023 on the consolidated balance sheets.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Accounts Receivable and Allowances:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while SimpleNexus' standard billing terms are monthly in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Charged to bad debt expense</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">90 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">806 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Write-offs and other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(55)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Translation adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">899 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Leases: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines if an arrangement is or contains a lease at inception date based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. The Company accounts for lease and non-lease components as a single lease component for its facilities and equipment leases. The Company did not have any finance leases as of January 31, 2023. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease term reflects the noncancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. The Company's leases do not generally provide an implicit rate; therefore, the Company uses its incremental borrowing rate in determining the present value of the lease payments. Lease expense is recognized on a straight-line basis over the lease term.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Property and Equipment:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets and commences once the asset is placed in service or is ready for its intended use. The estimated useful lives by asset classification are generally as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:27.554%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:69.662%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Asset Classification</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Estimated Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3-7 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computers and equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shorter of remaining life of the lease term or estimated useful life</span></td></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from their respective accounts, and any gain or loss on such retirement is reflected in operating expenses.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Financing Obligations:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company records assets and liabilities for lease arrangements where the Company has continued involvement due to purchase options and is deemed to be the owner for accounting purposes. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Intangible Assets:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Impairment Assessment: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. There were no material impairments of intangible assets or long-lived assets during the fiscal years ended January 31, 2021, 2022, and 2023.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:115%">Goodwill:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%"> Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on November 1, the first day of the fourth quarter of the fiscal year, or more frequently if circumstances indicate an impairment may have occurred between annual impairment tests.</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company has one reporting unit, therefore the Company evaluates goodwill for impairment at the entity level. To perform its impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. The qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company-specific events, changes in circumstances and our share price. If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired. If it is determined that it is more likely than not that the fair value of the Company is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount. The Company may elect to bypass the qualitative </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">assessment and perform the quantitative assessment. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. There is no goodwill impairment for the fiscal years ended January 31, 2021, 2022, and 2023.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Variable Interest Entity:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 investment, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the consolidated balance sheets. See Note 3 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Redeemable Non-Controlling Interest:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Business Combinations:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and may be subject to refinement due to unanticipated events and circumstances. For intangible assets, the Company typically uses income-based methods of valuation (for example, the multi-period excess earnings method is used to estimate the fair value estimate of customer relationships and the relief from royalty method is used in the fair value estimate of developed technologies) . These methods typically start with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in these methods are forecasted revenues, obsolescence life and factor, customer attrition rate, and the discount rate among other assumptions.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. Contingent </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Investments</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: 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 observable price changes are recognized currently in the Company's consolidated statement 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. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Debt Issuance Costs: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Debt issuance costs are initially deferred and amortized to interest expense on a straight-line basis over the expected term of the debt. The Company uses the straight-line basis as it approximates the amounts calculated under the effective-interest method. Unamortized debt issuance costs related to the secured revolving credit facility are considered long-term and are included in other long-term assets in the consolidated balance sheets.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cost of Revenues:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Cost of subscription and support revenues consists of costs related to hosting the Company’s software solutions and employee-related costs, including stock-based compensation expenses and allocated overhead associated with customer support. Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors. Allocated overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense. As such, general overhead expenses are reflected in each cost of revenues and operating expenses category.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Research and Development</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: 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. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Advertising:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses. Advertising expenses are recorded in sales and marketing expenses in the consolidated statements of operations and were $3.1 million, $5.8 million, and $8.7 million for the fiscal years ended January 31, 2021, 2022, and 2023, respectively.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Deferred income taxes are determined using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are also recorded for any tax attributes, such as net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment within income tax expense. The Company reflects the expected amount of income taxes to be paid or refunded during the year as current income tax expense or benefit, as applicable.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company follows the accounting standards on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the tax position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the benefit having a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">accounting for uncertainty in income taxes also addresses de-recognition, classification, interest, and penalties on income taxes, and accounting interim periods.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When and if applicable, potential interest and penalties are accrued as incurred, within income tax provision.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Comprehensive Income (Loss): </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and includes unrealized gains and losses on foreign currency translation adjustments.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Foreign Currency Exchange:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss recorded in foreign currency translation line item. Foreign currency transaction gains and losses due to transactions from assets and liabilities denominated in a currency other than the functional currency are included in other expense in the consolidated statements of operations and were $1.5 million, $(2.0) million, and $(1.4) million for the fiscal years ended January 31, 2021, 2022, and 2023, respectively, primarily related to various intercompany loans. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock-Based Compensation:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As further described in Note 11 "Stock-Based Compensation," the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company establishes fair value as the measurement objective in accounting for share-based payment transactions with employees and recognizes expense on a straight-line basis over the applicable vesting period.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basic and Diluted Loss per Common Share:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Basic loss per share is calculated by dividing the net loss attributable to nCino, Inc. by the weighted-average number of shares of common stock outstanding for the period.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the Employee Stock Purchase Plan (the "ESPP") when determining the weighted-average number of common shares outstanding. For purposes of the diluted loss per share calculation, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.</span></div> <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Principles of Consolidation and Basis of Presentation:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> 0.0005 500000000 0.001 10000000 9269000 31.00 268400000 7712985 1000000 1700000 554112 367561 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, 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.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Operating Segments: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources, and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level.</span> 1 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Concentration of Credit Risk and Significant Customers:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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, 2022 and January 31, 2023. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.</span> 0.12 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue Recognition: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance </span><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines revenue recognition through the following steps:</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Identification of the contract, or contracts, with a customer;</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Identification of the performance obligations in the contract; </span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Determination of the transaction price;</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Allocation of the transaction price to the performance obligations in the contract; and</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Recognition of revenues when, or as, the Company satisfies a performance obligation.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Subscription Revenues</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription revenues primarily consist of fees for providing customers access to the Company’s solutions, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates, and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer, which the Company believes best reflects the manner in which the Company’s customers utilize the Company’s subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the Company's solutions at any time and, as a result, are accounted for as a service contract. Generally, the Company’s subscription contracts are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. SimpleNexus contracts typically range from one to three years and are generally billed monthly in advance. Subscription arrangements that are cancelable generally have penalty clauses.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Professional Services and Other Revenues</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Professional services revenues primarily consist of fees for deployment, configuration, and optimization services, training. The majority of the Company’s professional services contract revenues are recognized over time based on a proportional performance methodology which utilizes input methods. The Company’s professional services contracts are billed on a time and materials or fixed fee basis.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Contracts with Multiple Performance Obligations</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company’s go-to-market strategy, historical sales, and contract prices. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Given the variability of pricing, the Company uses a range of SSP. The Company determines the SSP range using information that may include market conditions or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of products and services by customer size.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Costs Capitalized to Obtain Revenue Contracts</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company capitalizes incremental costs of obtaining a non-cancelable subscription and support revenue contract if the Company expects the benefit of those costs to be longer than one year. The capitalized amounts are subsequently </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">amortized over the estimated life of the contract. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees. Capitalized costs related to new revenue contracts are amortized on a straight-line basis over <span style="-sec-ix-hidden:f-526">four</span> to five years, which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations.</span></div><div style="margin-top:12pt;padding-left:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Judgments</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size. Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Capitalized costs to obtain a contract are amortized over the expected period of benefit, which the Company has determined, based on analysis, to be approximately <span style="-sec-ix-hidden:f-528">four</span> to five years. The Company evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life, and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one year, the Company expenses the amount as incurred, utilizing the practical expedient. The Company regularly evaluates whether there have been changes in the underlying assumptions and data used to determine the amortization period.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At times, the Company provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are determined at contract inception and reduce the revenues recognized for a particular contract. At the end of each reporting period, the Company reviews and updates its estimates as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2023.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial to these consolidated financial statements.</span></div> P5Y P5Y <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Revenue:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and deposits. Deferred revenue is recognized as revenue recognition criteria has been met. Customers are typically invoiced for these agreements in advance of regular annual installments and revenues are recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-</span><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">month period are recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Payment terms vary by contract, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing services, such as invoicing at the beginning of a subscription term with revenues recognized ratably over the contract period, and not to provide financing to customers. Any implied financing costs are considered insignificant in the context of the Company’s contracts.</span></div> P30D P45D <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at fair value.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Restricted Cash:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 other long-term assets at January 31, 2022 and January 31, 2023 on the consolidated balance sheets.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Accounts Receivable and Allowances:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while SimpleNexus' standard billing terms are monthly in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.</span> <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Charged to bad debt expense</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">90 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">806 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Write-offs and other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(55)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Translation adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">899 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 88000 151000 100000 90000 806000 17000 24000 55000 -5000 3000 3000 88000 151000 899000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Leases: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines if an arrangement is or contains a lease at inception date based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. The Company accounts for lease and non-lease components as a single lease component for its facilities and equipment leases. The Company did not have any finance leases as of January 31, 2023. </span><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease term reflects the noncancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. The Company's leases do not generally provide an implicit rate; therefore, the Company uses its incremental borrowing rate in determining the present value of the lease payments. Lease expense is recognized on a straight-line basis over the lease term.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term.</span></div>Financing Obligations: The Company records assets and liabilities for lease arrangements where the Company has continued involvement due to purchase options and is deemed to be the owner for accounting purposes. <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Property and Equipment:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets and commences once the asset is placed in service or is ready for its intended use. The estimated useful lives by asset classification are generally as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:27.554%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:69.662%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Asset Classification</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Estimated Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3-7 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computers and equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shorter of remaining life of the lease term or estimated useful life</span></td></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from their respective accounts, and any gain or loss on such retirement is reflected in operating expenses.</span></div> The estimated useful lives by asset classification are generally as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:27.554%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:69.662%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Asset Classification</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Estimated Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3-7 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computers and equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shorter of remaining life of the lease term or estimated useful life</span></td></tr></table><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,503 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,730 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computers and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,496 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,361 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings and land</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,977 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,379 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,702 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">673 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76,168 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">104,845 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less accumulated depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15,491)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20,403)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,677 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84,442 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 16 "Commitments and Contingencies."</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized depreciation expense as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">268 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">337 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">399 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of professional services and other revenues</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,029 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,095 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,076 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,182 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,452 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,347 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,842 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,435 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">506 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">643 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">865 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total depreciation expense</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,226 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,099 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,452 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment by geographic region were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,034 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,594 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">848 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,677 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84,442 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P3Y P7Y P3Y P40Y Intangible Assets: Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Impairment Assessment: The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:115%">Goodwill:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%"> Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on November 1, the first day of the fourth quarter of the fiscal year, or more frequently if circumstances indicate an impairment may have occurred between annual impairment tests.</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company has one reporting unit, therefore the Company evaluates goodwill for impairment at the entity level. To perform its impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. The qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company-specific events, changes in circumstances and our share price. If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired. If it is determined that it is more likely than not that the fair value of the Company is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount. The Company may elect to bypass the qualitative </span>assessment and perform the quantitative assessment. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. 1 0 0 0 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Variable Interest Entity:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 investment, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the consolidated balance sheets. See Note 3 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Redeemable Non-Controlling Interest:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”</span> <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Business Combinations:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and may be subject to refinement due to unanticipated events and circumstances. For intangible assets, the Company typically uses income-based methods of valuation (for example, the multi-period excess earnings method is used to estimate the fair value estimate of customer relationships and the relief from royalty method is used in the fair value estimate of developed technologies) . These methods typically start with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in these methods are forecasted revenues, obsolescence life and factor, customer attrition rate, and the discount rate among other assumptions.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. Contingent </span></div>consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations. 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 observable price changes are recognized currently in the Company's consolidated statement 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. <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Debt Issuance Costs: </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Debt issuance costs are initially deferred and amortized to interest expense on a straight-line basis over the expected term of the debt. The Company uses the straight-line basis as it approximates the amounts calculated under the effective-interest method. Unamortized debt issuance costs related to the secured revolving credit facility are considered long-term and are included in other long-term assets in the consolidated balance sheets.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cost of Revenues:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Cost of subscription and support revenues consists of costs related to hosting the Company’s software solutions and employee-related costs, including stock-based compensation expenses and allocated overhead associated with customer support. Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors. Allocated overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense. As such, general overhead expenses are reflected in each cost of revenues and operating expenses category.</span> 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. Advertising: Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses. 3100000 5800000 8700000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Deferred income taxes are determined using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are also recorded for any tax attributes, such as net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment within income tax expense. The Company reflects the expected amount of income taxes to be paid or refunded during the year as current income tax expense or benefit, as applicable.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company follows the accounting standards on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the tax position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the benefit having a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">accounting for uncertainty in income taxes also addresses de-recognition, classification, interest, and penalties on income taxes, and accounting interim periods.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When and if applicable, potential interest and penalties are accrued as incurred, within income tax provision.</span></div> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Comprehensive Income (Loss): </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and includes unrealized gains and losses on foreign currency translation adjustments.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Foreign Currency Exchange:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss recorded in foreign currency translation line item. Foreign currency transaction gains and losses due to transactions from assets and liabilities denominated in a currency other than the functional currency are included in other expense in the consolidated statements of operations and were $1.5 million, $(2.0) million, and $(1.4) million for the fiscal years ended January 31, 2021, 2022, and 2023, respectively, primarily related to various intercompany loans. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates.</span> 1500000 -2000000.0 -1400000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock-Based Compensation:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As further described in Note 11 "Stock-Based Compensation," the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company establishes fair value as the measurement objective in accounting for share-based payment transactions with employees and recognizes expense on a straight-line basis over the applicable vesting period.</span> <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basic and Diluted Loss per Common Share:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Basic loss per share is calculated by dividing the net loss attributable to nCino, Inc. by the weighted-average number of shares of common stock outstanding for the period.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the Employee Stock Purchase Plan (the "ESPP") when determining the weighted-average number of common shares outstanding. For purposes of the diluted loss per share calculation, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.</span></div> Variable Interest Entity and Redeemable Non-Controlling Interest<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K. that is focused on the distribution of the Company’s products in Japan. In October 2019, the Company initially contributed $4.7 million in cash in exchange for 51% of the outstanding common stock of nCino K.K. As of January 31, 2023, the Company controls a majority of the outstanding common stock in nCino K.K.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s consolidated balance sheets. The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $3.3 million at January 31, 2023.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,356 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,791 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,882 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,130)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,569)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,119)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency translation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">169 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(256)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(194)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjustment to redeemable non-controlling interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">396 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">894 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,995 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation expense</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,791 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,882 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,589 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.</span></div> 4700000 0.0051 3300000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,356 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,791 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,882 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,130)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,569)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,119)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency translation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">169 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(256)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(194)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjustment to redeemable non-controlling interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">396 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">894 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,995 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation expense</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,791 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,882 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,589 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.</span></div> 4356000 3791000 2882000 -1130000 -1569000 -1119000 169000 -256000 -194000 396000 894000 1995000 0 22000 25000 3791000 2882000 3589000 Fair Value Measurements<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Level 1.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Quoted prices (unadjusted) in active markets for identical assets or liabilities.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Level 2.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Significant other inputs that are directly or indirectly observable in the marketplace.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Level 3.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Significant unobservable inputs which are supported by little or no market activity.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying amounts of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value as of January 31, 2022 and January 31, 2023 because of the relatively short duration of these instruments.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Company’s financial assets measured at fair value as of January 31, 2022 and January 31, 2023 and indicates the fair value hierarchy of the valuation:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair value measurements on a recurring basis as of January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market accounts (included in cash and cash equivalents)</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,129 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits (included in other long-term assets)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">385 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,514 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair value measurements on a recurring basis as of January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market accounts (included in cash and cash equivalents)</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits (included in other long-term assets)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">382 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,531 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis</span></div><div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's assets measured at fair value on a nonrecurring basis include the investments accounted for under the measurement alternative. There was no adjustment or impairment recognized for the fiscal years ended January 31, 2021, 2022, and 2023, respectively.</span></div> The following table summarizes the <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Company’s financial assets measured at fair value as of January 31, 2022 and January 31, 2023 and indicates the fair value hierarchy of the valuation:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair value measurements on a recurring basis as of January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market accounts (included in cash and cash equivalents)</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,129 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits (included in other long-term assets)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">385 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,514 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair value measurements on a recurring basis as of January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market accounts (included in cash and cash equivalents)</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits (included in other long-term assets)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">382 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,531 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 11129000 0 0 385000 0 0 11514000 0 0 17149000 0 0 382000 0 0 17531000 0 0 Revenues<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenues by Geographic Area</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenues by geographic region were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">180,923 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230,301 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">346,494 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23,370 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,564 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61,821 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">204,293 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">273,865 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">408,315 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company disaggregates its revenues from contracts with customers by geographic location. Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. No country outside the United States represented 10% or more of total revenues.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contract Amounts</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Accounts Receivable</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2022 and January 31, 2023:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade accounts receivable</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,417 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94,729 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unbilled accounts receivable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,161 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,920 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for doubtful accounts</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(151)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(899)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other accounts receivable</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,101 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">747 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accounts receivable, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,528 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,497 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Includes $0.5 million and $0.1 million income tax receivable of as of January 31, 2022 and January 31, 2023, respectively.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Revenue and Remaining Performance Obligations</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 fiscal year ended January 31, 2023, $120.7 million of revenues were recognized out of the deferred revenue balance as of January 31, 2022.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates. The Company applies practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, and any estimated amounts of variable consideration that are subject to constraint.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Remaining performance obligations were $944.1 million as of January 31, 2023. The Company expects to recognize approximately 67% of its remaining performance obligation as revenues in the next 24 months, approximately 29% more in the following 25 to 48 months, and the remainder thereafter.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Costs Capitalized to Obtain Revenue Contracts</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fiscal years ended January 31, 2021, 2022, and 2023, the Company amortized $4.7 million, $5.8 million, and $8.5 million of capitalized contract acquisition costs within sales and marketing expense, respectively. The Company did not incur any impairment losses.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Capitalized contract acquisition costs were $24.0 million and $27.6 million as of January 31, 2022 and January 31, 2023, of which $16.4 million and $18.2 million was long-term in the consolidated balance sheets, respectively. The remaining balance of the capitalized costs to obtain contracts was current.</span></div> <div style="margin-top:12pt;text-indent:49.5pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenues by geographic region were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">180,923 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230,301 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">346,494 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23,370 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,564 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61,821 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">204,293 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">273,865 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">408,315 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 180923000 230301000 346494000 23370000 43564000 61821000 204293000 273865000 408315000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2022 and January 31, 2023:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade accounts receivable</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,417 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94,729 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unbilled accounts receivable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,161 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,920 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for doubtful accounts</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(151)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(899)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other accounts receivable</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,101 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">747 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accounts receivable, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,528 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,497 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Includes $0.5 million and $0.1 million income tax receivable of as of January 31, 2022 and January 31, 2023, respectively.</span></div> 71417000 94729000 2161000 4920000 151000 899000 1101000 747000 74528000 99497000 500000 100000 120700000 944100000 0.67 P24M 0.29 P25M P48M 4700000 5800000 8500000 0 24000000 27600000 16400000 18200000 Property and Equipment<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,503 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,730 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computers and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,496 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,361 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings and land</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,977 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,379 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,702 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">673 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76,168 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">104,845 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less accumulated depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15,491)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20,403)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,677 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84,442 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 16 "Commitments and Contingencies."</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized depreciation expense as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">268 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">337 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">399 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of professional services and other revenues</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,029 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,095 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,076 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,182 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,452 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,347 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,842 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,435 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">506 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">643 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">865 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total depreciation expense</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,226 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,099 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,452 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment by geographic region were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,034 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,594 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">848 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,677 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84,442 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 7503000 10730000 7496000 8361000 33977000 56379000 14111000 28702000 13081000 673000 76168000 104845000 15491000 20403000 60677000 84442000 268000 337000 399000 1029000 1095000 1301000 1076000 1182000 1452000 1347000 1842000 2435000 506000 643000 865000 4226000 5099000 6452000 60034000 83594000 643000 848000 60677000 84442000 Business Combinations<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">SimpleNexus</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 7, 2022 (the "Acquisition Date") through a series of mergers, the Company acquired all outstanding membership interests of SimpleNexus which provides mobile-first homeownership software that spans engagement, origination, closing and business intelligence, headquartered in Lehi, Utah. The Company acquired SimpleNexus for its complementary products and mobile-first offerings and believes this will provide greater value for new and existing customers. The business combination is considered a related party transaction as entities affiliated with Insight Partners (“Insight Partners”) were equityholders of SimpleNexus and certain other parties in connection with the series of mergers, and other affiliates of Insight Partners are currently significant stockholders of the Company. The Company has included the financial results of SimpleNexus in the consolidated statements of operations from Acquisition date. The transaction costs associated with the acquisition were approximately $10.0 million and were recorded in general and administrative expenses for the fiscal year </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ended January 31, 2022. The Company also recognized $0.2 million in stock issuance costs associated with the share consideration that were reported as a reduction of additional paid-in capital within stockholders' equity.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of the consideration transferred was $933.6 million on the Acquisition Date, subject to a net working capital adjustment. The net working capital adjustment was finalized in July 2022, resulting in a decrease to the purchase price of $0.7 million which was recorded to goodwill. The total consideration transferred is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Consideration</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash consideration to members</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,086 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Voting common stock issued (12,762,146 shares)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">647,509 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net working capital adjustment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(676)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total consideration</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">932,919 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company assumed a restricted stock award with an estimated fair value of $1.4 million. $0.3 million was allocated to the purchase consideration and $1.1 million was allocated to future services and was expensed over the service period remaining in fiscal 2023 on a straight-line basis.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The number of shares for stock consideration was based on a 20-day volume weighted average price fair value of $72.53 established prior to and including November 12, 2021 to determine the number of shares to be issued on the Acquisition Date. On the Acquisition Date, the Company's closing stock price was $50.82 per share. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, the Company issued 927,744 RSUs with an approximate fair value of $47.2 million to certain employees of SimpleNexus, which will vest over four years subject to such employees' continued employment. The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the final fair values of assets acquired and liabilities assumed in connection with the acquisition, including measurement period adjustments:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,038 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts receivable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,010 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,549 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other current and noncurrent assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,641 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">162,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">783,195 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts payable, accrued expenses, and other liabilities, current and noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,284)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue, current and noncurrent</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,643)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities, current and noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,487)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income taxes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24,200)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net assets acquired</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">932,919 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fiscal year ended January 31, 2023, within the one year measurement period, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are now final. The Company recorded measurement period adjustments that included a $2.0 million adjustment to decrease goodwill for a $1.3 million deferred income tax adjustment and a $0.7 million net working capital adjustment.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the Acquisition Date. Any excess consideration </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The Company determined the acquisition date deferred revenue balance in accordance with Topic 606.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Acquisition Date:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77,500 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade name</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total intangible assets subject to amortization</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">162,000 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Developed technology represents the fair value of SimpleNexus’ technology. Customer relationships represent the fair value of the underlying relationships with SimpleNexus' customers. Trade names represents the fair value of SimpleNexus’ company name. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce and approximately $189.2 million is deductible for tax purposes.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's consolidated statements of operations include the revenues and net loss for SimpleNexus for the period from the Acquisition Date through January 31, 2022, of $3.9 million and $3.6 million, respectively.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The unaudited pro forma statements of operations for the years ended January 31, 2021 and January 31, 2022, shown in the table below, give effect to the SimpleNexus acquisition, described above, as if it had occurred on February 1, 2020. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of SimpleNexus to reflect amortization of intangible assets, transaction accounting adjustments for non-recurring items and acquisition related costs, interest expense related to debt paid off, Topic 842 lease payment adjustments, stock-based compensation, and related items since the beginning of the Company's fiscal year 2021. This unaudited pro forma data is presented for informational purposes only and is not indicative of future results of operations. The table below shows the unaudited pro forma statements of operations for the respective years ending January 31:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(Unaudited)</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">225,307 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">311,796 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to nCino, Inc.</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(166,032)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(96,189)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 10000000 200000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of the consideration transferred was $933.6 million on the Acquisition Date, subject to a net working capital adjustment. The net working capital adjustment was finalized in July 2022, resulting in a decrease to the purchase price of $0.7 million which was recorded to goodwill. The total consideration transferred is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Consideration</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash consideration to members</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,086 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Voting common stock issued (12,762,146 shares)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">647,509 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net working capital adjustment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(676)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total consideration</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">932,919 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company assumed a restricted stock award with an estimated fair value of $1.4 million. $0.3 million was allocated to the purchase consideration and $1.1 million was allocated to future services and was expensed over the service period remaining in fiscal 2023 on a straight-line basis.</span></div> 933600000 700000 286086000 12762146 647509000 676000 932919000 1400000 300000 1100000 P20D 72.53 50.82 927744 47200000 P4Y <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the final fair values of assets acquired and liabilities assumed in connection with the acquisition, including measurement period adjustments:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,038 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts receivable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,010 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,549 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other current and noncurrent assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,641 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">162,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">783,195 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts payable, accrued expenses, and other liabilities, current and noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,284)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue, current and noncurrent</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,643)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities, current and noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,487)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income taxes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24,200)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net assets acquired</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">932,919 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 17038000 6100000 1010000 3549000 4641000 162000000 783195000 8284000 8643000 3487000 24200000 932919000 -2000000 1300000 700000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Acquisition Date:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77,500 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade name</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total intangible assets subject to amortization</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">162,000 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div> 77500000 P5Y 70000000 P10Y 14500000 P6Y 162000000 189200000 3900000 -3600000 The table below shows the unaudited pro forma statements of operations for the respective years ending January 31:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(Unaudited)</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">225,307 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">311,796 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to nCino, Inc.</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(166,032)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(96,189)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 225307000 311796000 -166032000 -96189000 Goodwill and Intangible Assets<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The change in the carrying amounts of goodwill was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, as of January 31, 2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,149 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition of SimpleNexus</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">785,156 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Translation adjustments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(818)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, as of January 31, 2022</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">841,487 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Measurement period adjustments relating to the acquisition of SimpleNexus</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,961)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Translation adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, as of January 31, 2023</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">839,440 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Intangible assets</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets, net are as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:25.069%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.581%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="21" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Amount</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Carrying<br/>Amount</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Amount</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Carrying<br/>Amount</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Remaining Useful Life (Years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,625 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,804)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,821 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,605 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,818)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61,787 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.0</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91,711 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,748)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91,710 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,418)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,292 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.1</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trademarks and trade name</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,626 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(288)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,338 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,626 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,705)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,921 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">919 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(94)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">825 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.5</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189,962 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,840)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">180,122 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">190,860 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38,035)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,825 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.7</span></td></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized amortization expense for intangible assets as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,525 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,604 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,019 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of professional services and other revenues</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,670 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,303 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,087 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total amortization expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,205 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,907 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,200 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The expected future amortization expense for intangible assets as of January 31, 2023 is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Fiscal Year Ending January 31,</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,745 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26,916 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26,751 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,545 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,924 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,944 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,825 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The change in the carrying amounts of goodwill was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, as of January 31, 2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,149 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition of SimpleNexus</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">785,156 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Translation adjustments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(818)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, as of January 31, 2022</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">841,487 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Measurement period adjustments relating to the acquisition of SimpleNexus</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,961)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Translation adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, as of January 31, 2023</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">839,440 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 57149000 785156000 -818000 841487000 -1961000 -86000 839440000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets, net are as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:25.069%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.581%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="21" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Amount</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Carrying<br/>Amount</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Amount</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Carrying<br/>Amount</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Remaining Useful Life (Years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,625 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,804)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,821 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,605 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,818)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61,787 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.0</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91,711 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,748)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91,710 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,418)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,292 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.1</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trademarks and trade name</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,626 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(288)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,338 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,626 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,705)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,921 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">919 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(94)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">825 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.5</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189,962 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,840)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">180,122 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">190,860 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38,035)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,825 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.7</span></td></tr></table></div> 83625000 4804000 78821000 83605000 21818000 61787000 P4Y 91711000 4748000 86963000 91710000 13418000 78292000 P9Y1M6D 14626000 288000 14338000 14626000 2705000 11921000 P5Y 0 0 0 919000 94000 825000 P2Y6M 189962000 9840000 180122000 190860000 38035000 152825000 P6Y8M12D <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized amortization expense for intangible assets as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,525 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,604 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,019 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of professional services and other revenues</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,670 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,303 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,087 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total amortization expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,205 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,907 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,200 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1525000 2604000 17019000 0 0 94000 1670000 2303000 11087000 10000 0 0 3205000 4907000 28200000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The expected future amortization expense for intangible assets as of January 31, 2023 is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Fiscal Year Ending January 31,</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,745 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26,916 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26,751 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,545 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,924 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,944 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,825 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 27745000 26916000 26751000 25545000 10924000 34944000 152825000 Reseller AgreementThe Company has a reseller agreement in place with a former related party to utilize their platform and to develop the Company’s cloud-based banking software as an application within the related party’s hosted environment. This agreement was renegotiated and expires in June 2027 and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term. Cost of subscription revenues in each of the fiscal years ended January 31, 2021, 2022, and 2023 includes fees paid for access to the related party’s platform, including their hosting infrastructure and data center operations. Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022 the reseller is no longer considered a related party as of December 31, 2021 and the amounts disclosed related to them are accordingly presented while the reseller was considered a related party. The reseller was considered a related party for the year ended January 31, 2022 and was no longer considered a related party for the year ended January 31, 2023. The Company has recorded expenses of $34.8 million and $41.4 million for the fiscal years ended January 31, 2021 and 2022, respectively. The Company continues to do business with the reseller. See also Note 17 "Related-Party Transactions." 34800000 41400000 Stockholders’ Equity<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of the rights and key provisions affecting each class of the Company’s stock as of January 31, 2023, is as follows:</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Preferred Stock:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Board of Directors is authorized to establish one or more series of preferred stock and to fix the number of shares constituting such series and the designation of such series, including the voting powers, preferences, limitations, restrictions, and other special rights thereof. The Company's preferred stock consists of 10,000,000 authorized shares, par value $0.001 per share. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Common stock:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company's common stock consists of 500,000,000 authorized shares, par value $0.0005 per share. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At January 31, 2023, the Company committed a total of 29,754,426 shares of common stock for future issuance as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Issued and outstanding stock options</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,009,323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested issued and outstanding restricted stock units ("RSUs")</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,619,690 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Possible issuance under stock plans</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,125,413 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,754,426 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 10000000 0.001 500000000 0.0005 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At January 31, 2023, the Company committed a total of 29,754,426 shares of common stock for future issuance as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Issued and outstanding stock options</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,009,323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested issued and outstanding restricted stock units ("RSUs")</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,619,690 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Possible issuance under stock plans</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,125,413 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,754,426 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 29754426 2009323 3619690 24125413 29754426 Stock-Based Compensation<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Equity Incentive Plans</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has two equity incentive plans: the nCino, Inc. 2014 Omnibus Stock Ownership and Long-Term Incentive Plan (the “2014 Plan”) and the 2019 Amended and Restated Equity Incentive Plan (the “2019 Plan” and together with the 2014 Plan, the “Incentive Plans”). Under the 2014 Plan, the Board of Directors had allotted 15,025,666 shares of common stock for incentive options or non-qualified options as of January 31, 2023. Non-qualified options may be granted to Company employees, non-employee directors, and consultants. The exercise price of options is determined by the Board of Directors, but cannot be less than 100% of the fair market value of the Company’s common stock on the date of the grant. The options generally vest in one of two ways:</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">In equal annual installments over four years from the grant date.</span></div><div style="margin-top:12pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Upon a change in control transaction (with respect to certain Incentive Plan participants).</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">All options expire ten years from the grant date and, with respect to certain Incentive Plan participants, provide for accelerated vesting if there is a change in control of the Company.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In July 2019, the Company established the 2019 Equity Incentive Plan for the issuance of awards in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the IPO, the Company's Board of Directors adopted and the Company's stockholders approved the 2019 Plan which amended and restated the 2019 Equity Incentive Plan. All awards shall be granted within ten years from the effective date of the 2019 Plan and can only be granted to employees, officers, directors, and consultants and generally vest over four years.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Under the 2019 Plan, the number of available shares was increased to 15,250,000, plus an annual increase added on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022, and continuing until, and including, the fiscal year ending January 31, 2031. The annual increase will be equal to the lesser of (i) 5% of the number of shares issued and outstanding as of January 31 of the immediately preceding fiscal year and (ii) an amount determined by the Company's Board of Directors. The Company ceased granting awards under the 2014 Plan during the fiscal year ended January 31, 2020, and all shares that remained available for issuance under the 2014 Plan were transferred to the 2019 Plan prior to the closing of the IPO. Additionally, the number of shares available under the 2019 Plan shall be increased by the number of shares outstanding under the 2014 Plan that expire, terminate or are canceled without having been exercised or settled in full. The 2014 Plan governs outstanding awards granted prior to the adoption of the 2019 Plan. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">RSUs issued prior to the Company's IPO were subject to time-based and performance-based vesting conditions. RSUs issued subsequent to the Company's IPO vest upon the satisfaction of a time-based condition only. RSUs are generally earned over a service period of four years. The compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, the Company had stock options outstanding under the 2014 Plan and the 2019 Plan had stock options and RSUs outstanding. </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock Options</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock option activity for the fiscal year ended January 31, 2023 was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:43.344%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.354%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of<br/>Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Remaining Contractual Term (Years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aggregate Intrinsic Value (In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,629,109 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.72 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.92</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102,836 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expired or forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,124)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(579,662)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,218 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,009,323 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.62 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.84</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,170 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable, January 31, 2023</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,981,573 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.46 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.80</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,868 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fully vested or expected to vest, January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,006,548 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.60 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.95</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,140 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total intrinsic value of options exercised during the fiscal years ended January 31, 2021, 2022, and 2023 was $142.9 million, $176.8 million, and $16.2 million, respectively. Aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the option exercise price and the estimated fair value of the Company’s common stock at the time such option exercises. This intrinsic value changes based on changes in the fair value of the Company’s underlying stock.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, there was $0.1 million of total unrecognized compensation expense related to unvested stock-based compensation arrangements under the 2014 and 2019 Plans. That cost is expected to be recognized over a weighted average period of 0.59 years.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restricted Stock Units</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">RSU activity during the fiscal year ended January 31, 2023 was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.414%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.352%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of<br/>Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average<br/>Grant Date Fair<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested, January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,012,440 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45.62 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,224,268 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(971,864)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40.80 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(733,457)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47.74 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested, January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,531,387 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Includes 88,303 RSUs that were not issued and outstanding as of January 31, 2023.</span></div><div style="margin-top:7pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The weighted average grant date fair value for RSUs granted during the fiscal years ended January 31, 2021, 2022, and 2023 was $22.30, $60.99, and $41.54.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total fair value of RSUs vested for the fiscal years ended January 31, 2021, 2022, and 2023 was $5.5 million, $12.2 million, and $39.7 million.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The RSUs granted prior to the IPO vest upon the satisfaction of both a time-based, generally over 4 years, vesting 25% annually, and liquidity event-based vesting condition. For RSUs granted to the non-employee members of the Board of Directors, some vest in less than a year, some annually and some over three years. The liquidity event-based condition was satisfied upon the IPO and the Company recognized an expense of $12.2 million in cost of revenues and operating expenses for RSUs as of that date, using the accelerated attribution recognition method for the fiscal year ended January 31, 2021. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, total unrecognized compensation expense related to non-vested RSUs was $117.4 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 2.91 years.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Employee Stock Purchase Plan</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In July 2020, the Board of Directors adopted and stockholders approved the ESPP, which became effective immediately prior to the closing of the IPO. The ESPP includes two components, one component is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code (the "Code") and a component that does not qualify as an "employee stock purchase plan" under Section 423 of the Code. The ESPP initially reserved and authorized the issuance of up to a total of 1,800,000 shares of common stock to participating employees. The aggregate number of shares of the Company's common stock under the ESPP will automatically increase on the first day of each fiscal year, beginning with the first fiscal year ending January 31, 2022 and continuing until the fiscal year ended January 31, 2031, by an amount equal to the lesser of (i) 1% of the shares of the Company's common stock issued and outstanding on January 31 of the immediately preceding fiscal year, (ii) 1,800,000 shares of the Company's common stock or (iii) an amount determined by the Board of Directors. As of January 31, 2023, 3,597,313 shares of common stock remain available for grant under the ESPP. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The ESPP permits employees to purchase the Company's common stock through payroll deductions during six month offerings. The offering periods begin each January 1 and July 1, or such other period determined by the compensation committee. Eligible employees will purchase the shares at a price per share equal to the lesser of (i) 85% of the fair market value of a share of the Company's common stock on the first business day of such offering period and (ii) 85% of the fair market value of share of the Company's common stock on the last business day of such offering period, although the compensation committee has discretion to change the purchase price with respect to future offering periods, subject to terms of the ESPP.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The first offering period for the ESPP began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods will begin on January 1 and July 1.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of ESPP shares is estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Expected life.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The expected life reflects the period for which the Company believes the ESPP will remain outstanding. The expected term for the ESPP award approximates the offering period of six months.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Expected volatility.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The expected volatility is based on the historical volatility of the Company's common stock.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Expected dividends.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The expected dividend yield is zero as the Company has not and does not expect to pay dividends. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Risk-free interest rate.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The risk-free interest rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant of the ESPP share.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The assumptions utilized for the ESPP shares for the fiscal year ended January 31, 2023 were as follows:</span></div><div style="margin-top:12pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:68.108%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.007%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.375%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.010%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected life (in years)</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.50</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.50</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48.70% - 49.65%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49.65% - 84.59%</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected dividends</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.00%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.00%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.05% - 0.22%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22% - 4.77%</span></div></td></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, total unrecognized compensation expense related to the ESPP was $0.9 million. That cost is expected to be recognized over the remaining term of the offering period that began on January 1, 2023 and will end on June 30, 2023.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation Expense</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Total stock-based compensation expense included in our consolidated statements of operations were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.888%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.180%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.180%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.184%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">576 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">960 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,430 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of professional services and other revenues</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,232 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,195 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,263 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,190 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,283 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,463 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,186 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,602 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,747 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,616 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,654 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation expense</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,208 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,477 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,232 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Includes $0.2 million benefit incurred for the fiscal year ended January 31, 2023 in connection with the restructuring plan commenced in January 2023. See Note 19 "Restructuring" for more information.</span></div> 2 15025666 1 P4Y P10Y P10Y P4Y 15250000 0.05 P4Y <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock option activity for the fiscal year ended January 31, 2023 was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:43.344%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.354%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of<br/>Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Remaining Contractual Term (Years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aggregate Intrinsic Value (In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,629,109 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.72 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.92</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102,836 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expired or forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,124)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(579,662)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,218 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,009,323 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.62 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.84</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,170 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable, January 31, 2023</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,981,573 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.46 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.80</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,868 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fully vested or expected to vest, January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,006,548 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.60 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.95</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,140 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2629109 6.72 P4Y11M1D 102836000 0 0 40124 15.20 579662 6.47 16218000 2009323 6.62 P3Y10M2D 44170000 1981573 6.46 P3Y9M18D 43868000 2006548 6.60 P3Y11M12D 44140000 142900000 176800000 16200000 100000 P0Y7M2D <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">RSU activity during the fiscal year ended January 31, 2023 was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.414%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.352%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of<br/>Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average<br/>Grant Date Fair<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested, January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,012,440 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45.62 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,224,268 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(971,864)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40.80 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(733,457)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47.74 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested, January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,531,387 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Includes 88,303 RSUs that were not issued and outstanding as of January 31, 2023.</span></div> 3012440 45.62 2224268 41.54 971864 40.80 733457 47.74 3531387 44.00 88303 22.30 60.99 41.54 5500000 12200000 39700000 P4Y 0.25 12200000 117400000 P2Y10M28D 1800000 0.01 1800000 3597313 0.85 0.85 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The assumptions utilized for the ESPP shares for the fiscal year ended January 31, 2023 were as follows:</span></div><div style="margin-top:12pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:68.108%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.007%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.375%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.010%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected life (in years)</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.50</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.50</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48.70% - 49.65%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49.65% - 84.59%</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected dividends</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.00%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.00%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.05% - 0.22%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22% - 4.77%</span></div></td></tr></table></div> P0Y6M P0Y6M 0.4870 0.4965 0.4965 0.8459 0.0000 0.0000 0.0005 0.0022 0.0022 0.0477 900000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Total stock-based compensation expense included in our consolidated statements of operations were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.888%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.180%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.180%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.184%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">576 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">960 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,430 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of professional services and other revenues</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,232 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,195 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,263 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,190 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,283 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,463 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,186 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,602 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,747 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,616 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,654 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation expense</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,208 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,477 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,232 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Includes $0.2 million benefit incurred for the fiscal year ended January 31, 2023 in connection with the restructuring plan commenced in January 2023. See Note 19 "Restructuring" for more information.</span></div> 576000 960000 1430000 4232000 5195000 7263000 6190000 7520000 13283000 5463000 6186000 11602000 8747000 8616000 16654000 25208000 28477000 50232000 200000 Income Taxes<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of loss before income taxes by domestic and foreign jurisdictions were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(33,478)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(61,587)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(100,223)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,206)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,367)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss before income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,684)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(73,954)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(97,773)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of the income tax provision (benefit) consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">402 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">374 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,363 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">416 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,444 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">132 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,280)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,339 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,086)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(63)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(150)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24,280)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,627 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income tax provision (benefit)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">586 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23,833)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,071 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax (provision) benefit are summarized as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income taxes at statutory rate of 21% for 2021, 2022, and 2023</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax (provision) benefit, net of federal impact</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Statutory tax rate law changes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Transaction costs</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.0)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nondeductible expenses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Executive compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Changes in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(69.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44.1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21.6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.4)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32.2 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4.2)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Significant components of the Company’s net deferred tax assets and liabilities were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129,155 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">134,413 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,658 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing obligations and lease liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,178 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,960 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,972 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,400 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reserves and accruals</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,008 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,776 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">550 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,317 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">157,329 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">192,406 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109,021)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(138,359)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets, net of valuation allowances</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,308 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,047 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31,230)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29,903)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,298)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16,213)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contract acquisition costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,015)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,141)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease asset</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,168)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,678)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(166)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,877)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(55,935)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,569)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,888)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's net deferred tax liabilities were adjusted during 2022 to include $25.5 million of net deferred tax liabilities related to business combinations.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net deferred tax liabilities were included in the consolidated balance sheets as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">909 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income taxes, noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,675)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,797)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,569)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,888)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Income taxes payable, which is included in accrued expenses and other current liabilities on the consolidated balance sheets as of January 31, 2022 and 2023 were $0.0 million and $1.3 million, respectively.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company continually assesses the realizability of its deferred tax assets based on an evaluative process that considers all available positive and negative evidence. The Company has established a valuation allowance in the amount of $109.0 million and $138.4 million as of January 31, 2022 and 2023, respectively, because the Company believes it is not more likely than not the deferred tax asset in jurisdictions excluding several foreign jurisdictions will be realized. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the SimpleNexus acquisition, the Company recorded a net U.S. deferred tax asset which is offset with a valuation allowance. On the Acquisition Date, the Company recorded net U.S. deferred tax liabilities, most of which relate to </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">identifiable finite-life intangible assets. The Company evaluated this positive evidence and determined a portion of these deferred tax liabilities allow the Company to recognize $24.6 million of the Company’s U.S. deferred tax assets, which results in a reduction of the valuation allowance. In accordance with ASC 805-740-30-3, the Company reflected the reduction of the valuation allowance as a component of income tax provision (benefit) at the Acquisition Date, and during the fiscal year ended January 31, 2022.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company maintains its assertion of the Company’s intent for certain foreign earnings to be indefinitely reinvested. As of January 31, 2023, the Company has not recorded taxes on approximately $8.1 million of cumulative undistributed earnings of the Company’s non-U.S. subsidiaries. The Company generally does not provide for taxes related to the Company’s undistributed earnings because such earnings either would not be taxable when remitted or they are indefinitely reinvested. If in the foreseeable future, the Company can no longer demonstrate that these earnings are indefinitely reinvested, a tax liability will be recognized, which could include other taxes such as withholding tax. The determination of the amount of the unrecognized tax liability is directly influenced by the Company’s net operating loss and valuation allowance position in the U.S. If the Company were to repatriate the undistributed earnings, the tax liability is $0.4 million.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The net operating loss and tax credit carryforwards as of January 31, 2023 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%"> First Fiscal Year Expiring </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal net operating loss carryforwards</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,398 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2034</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal net operating loss carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">415,532 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-expiring</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State net operating loss carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">271,361 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State net operating loss carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">96,693 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-expiring</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign net operating loss carryforwards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,749 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2031</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign net operating loss carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,126 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-expiring</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal tax credit carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,047 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2037</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State tax credit carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">608 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2032</span></td></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company acquired a portion of these carryforwards in the SimpleNexus acquisition during the fiscal year ended January 31, 2022. These acquired carryforwards will be subject to limitations which could limit the Company's utilization in future periods.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to taxation in the U.S. federal and various state and foreign jurisdictions. As of January 31, 2023, the Company is no longer subject to U.S. federal and state examinations by tax authorities for tax years prior to 2019. However, amounts reported as net operating losses and tax credit carryforwards from these tax periods remain subject to review by most tax authorities.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The United States Tax Cuts and Job Act of 2017 (the “U.S. Tax Legislation”) was enacted on December 22, 2017. The U.S. Tax Legislation significantly revised the United States tax code by, among other things, introducing a tax on foreign earnings in excess of a deemed return on tangible assets of foreign corporations (known as “GILTI”) for tax years beginning after December 31, 2017. The guidance indicated that companies must make a policy election to either record deferred taxes for basis differences expected to reverse as a result of the GILTI provisions in future years or treat any taxes on GILTI inclusions as period costs when incurred. The Company completed its analysis of the tax effects of the GILTI provisions as of January 31, 2023 and elected to account for these tax effects as period costs when incurred.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes the income tax benefits of any uncertain tax positions only when, based upon the technical merits of the position, it is more likely than not that the position is sustainable upon examination. With the information available, the Company has performed an analysis and as of January 31, 2022 and 2023, the Company has not recognized any unrecognized tax benefits, interest or penalties for any income tax positions.</span></div> <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of loss before income taxes by domestic and foreign jurisdictions were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(33,478)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(61,587)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(100,223)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,206)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,367)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss before income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,684)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(73,954)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(97,773)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -33478000 -61587000 -100223000 -7206000 -12367000 2450000 -40684000 -73954000 -97773000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of the income tax provision (benefit) consisted of the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">402 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">374 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,363 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">416 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,444 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">132 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,280)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,339 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,086)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(63)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(150)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24,280)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,627 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income tax provision (benefit)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">586 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23,833)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,071 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 0 0 14000 73000 81000 402000 374000 2363000 416000 447000 2444000 132000 -21280000 1339000 101000 -3086000 438000 -63000 86000 -150000 170000 -24280000 1627000 586000 -23833000 4071000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax (provision) benefit are summarized as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income taxes at statutory rate of 21% for 2021, 2022, and 2023</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax (provision) benefit, net of federal impact</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Statutory tax rate law changes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Transaction costs</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.0)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nondeductible expenses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Executive compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Changes in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(69.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44.1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21.6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.4)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32.2 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4.2)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 0.210 0.210 0.210 -0.003 0.041 -0.004 0.009 0.007 0.005 0.599 0.488 0.001 0.000 0.041 0.000 0.000 0.027 0.000 -0.010 -0.013 -0.001 -0.002 -0.001 -0.002 0.002 0.000 -0.011 -0.126 -0.037 -0.024 -0.693 -0.441 -0.216 -0.014 0.322 -0.042 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Significant components of the Company’s net deferred tax assets and liabilities were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129,155 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">134,413 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,658 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing obligations and lease liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,178 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,960 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,972 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,400 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reserves and accruals</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,008 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,776 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">550 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,317 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">157,329 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">192,406 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109,021)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(138,359)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets, net of valuation allowances</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,308 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,047 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31,230)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29,903)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,298)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16,213)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contract acquisition costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,015)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,141)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease asset</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,168)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,678)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(166)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,877)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(55,935)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,569)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,888)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net deferred tax liabilities were included in the consolidated balance sheets as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">909 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income taxes, noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,675)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,797)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,569)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,888)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 129155000 134413000 0 22658000 11178000 15960000 6972000 8400000 3527000 3527000 3404000 4008000 1776000 550000 1317000 2890000 157329000 192406000 109021000 138359000 48308000 54047000 31230000 29903000 9298000 16213000 6015000 7141000 3168000 2678000 166000 0 49877000 55935000 1569000 1888000 25500000 106000 909000 1675000 2797000 1569000 1888000 0 1300000 109000000 138400000 24600000 8100000 400000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The net operating loss and tax credit carryforwards as of January 31, 2023 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%"> First Fiscal Year Expiring </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal net operating loss carryforwards</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,398 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2034</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal net operating loss carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">415,532 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-expiring</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State net operating loss carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">271,361 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State net operating loss carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">96,693 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-expiring</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign net operating loss carryforwards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,749 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2031</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign net operating loss carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,126 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-expiring</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal tax credit carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,047 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2037</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State tax credit carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">608 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2032</span></td></tr></table></div> <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The net operating loss and tax credit carryforwards as of January 31, 2023 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%"> First Fiscal Year Expiring </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal net operating loss carryforwards</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,398 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2034</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal net operating loss carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">415,532 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-expiring</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State net operating loss carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">271,361 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State net operating loss carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">96,693 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-expiring</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign net operating loss carryforwards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,749 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2031</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign net operating loss carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,126 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-expiring</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal tax credit carryforwards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,047 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2037</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State tax credit carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">608 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2032</span></td></tr></table></div> 79398000 415532000 271361000 96693000 6749000 40126000 3047000 608000 Defined Contribution PlanThe Company has a 401(k) plan for its employees in the United States who meet the plan requirements. The Company, at its discretion, may make matching contributions. Employees are immediately vested in their contributions. The Company also has a Registered Retirement Savings Plan covering all eligible employees in Canada. Employer contributions for the fiscal years ended January 31, 2021, 2022, and 2023 were $2.1 million, $3.2 million, and $7.0 million, respectively. 2100000 3200000 7000000 Leases<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Operating Leases</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through July 2028, some of which include options to extend the leases for up to five years.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease expense were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease expense</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,945 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,066 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term lease expense</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">885 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,276 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable lease expense</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">281 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,111 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,850 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information for the fiscal year ended January 31, 2023 related to operating leases was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of operating lease liabilities</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,993 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating right-of-use assets obtained in exchange for operating lease liabilities</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,050 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Modification to reduce operating right-of-use assets and operating lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">842 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of January 31, 2023 were 3.58 years and 4.5%, respectively.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Future minimum lease payments as of January 31, 2023 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Fiscal Year Ending January 31,</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Operating Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,278 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,122 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,137 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,085 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">975 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">494 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,091 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: imputed interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(935)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease obligations</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,156 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current obligations</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,874)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term lease obligations</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,282 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P5Y <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease expense were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease expense</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,945 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,066 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term lease expense</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">885 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,276 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable lease expense</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">281 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,111 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,850 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information for the fiscal year ended January 31, 2023 related to operating leases was as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of operating lease liabilities</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,993 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating right-of-use assets obtained in exchange for operating lease liabilities</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,050 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Modification to reduce operating right-of-use assets and operating lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">842 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2945000 4066000 885000 1276000 281000 508000 4111000 5850000 4993000 2050000 842000 P3Y6M29D 0.045 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Future minimum lease payments as of January 31, 2023 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:86.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.620%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Fiscal Year Ending January 31,</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Operating Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,278 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,122 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,137 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,085 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">975 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">494 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,091 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: imputed interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(935)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease obligations</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,156 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current obligations</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,874)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term lease obligations</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,282 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 4278000 3122000 2137000 1085000 975000 494000 12091000 935000 11156000 3874000 7282000 Revolving Credit Facility<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 is providing 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.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Borrowings under the Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greater of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50%, and (c) the Bloomberg Short Term Bank Yield Index ("BSBY") rate plus 1.00%, plus a margin of 0.00% (provided that the base rate shall not be less than 0.00%); or (ii) the BSBY rate (provided that the BSBY shall not be less than 0.00%), plus a margin of 1.00%. The Company is also required to pay an unused commitment fee to the Lender of 0.25% of the average daily unutilized commitments. The Company must also pay customary letter of credit fees.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Borrowings under the Credit Facility are scheduled to mature on February 11, 2024, and the Company may repay amounts borrowed any time without penalty. Borrowings under the Credit Facility may be reborrowed.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 covenant requires the Company and its subsidiaries on a consolidated basis to maintain Consolidated Liquidity of not less than $50.0 million. Consolidated Liquidity is measured as the sum of 100% of unrestricted and unencumbered cash of the Company and its domestic subsidiaries, 75% of unrestricted and unencumbered cash of the Company’s foreign subsidiaries and the lesser of Credit Facility availability and $25.0 million. The Company is also required to maintain at least $5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in other long-term assets at January 31, 2023 on the Company's consolidated balance sheets.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">As of January 31, 2023, unamortized debt issuance costs were $0.2 million and are included in other long-term assets.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">As of January 31, 2023, the Company had $30.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants. As of January 31, 2023, the applicable interest rate was approximately 5.57%. The available borrowing capacity under the Credit Facility was $20.0 million as of January 31, 2023.</span></div> 50000000.0 7500000 0.0050 0.0100 0.0000 0.0000 0.0000 0.0100 0.0025 50000000.0 1 0.75 25000000 5000000.0 0.65 200000 30000000.0 0.0557 20000000.0 Commitments and Contingencies<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition to the operating lease commitments described in Note 14 "Leases", the Company has additional contractual commitments as described further below.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Purchase Commitments</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Financing Obligations</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company entered into a lease agreement for the Company's headquarters in November 2020 in connection with the new lessor acquiring the property. Due to a purchase option contained in that lease, the Company is deemed to have continuing involvement and is considered to be the owner of the Company's headquarters for accounting purposes. As a result, </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the Company did not meet the criteria to apply sale-leaseback accounting and therefore, recorded an asset and corresponding financing obligation for $16.3 million at inception of that lease. The fair value of the leased property and corresponding financing obligation are included in property and equipment, net and financing obligations on the consolidated balance sheets, respectively. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In January 2021, the Company entered into an amendment to its November 2020 headquarters lease to provide for construction of a parking deck, which upon completion was subject to exclusive use by the Company. Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the parking deck in September 2021, for approximately $17.7 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the same parcel of land as the Company's existing headquarters. Due to a purchase option contained in that April 2021 lease, the Company is also deemed to be the owner of the additional building for accounting purposes, the costs associated with the construction of the additional building were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the additional building in November 2022, for approximately $22.4 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively, and the term of the Company's November 2020 lease for its headquarters and the related parking deck became coterminous with the April 2021 lease. The term of the April 2021 lease expires in October 2037 with options to extend. The purchase option expires if not exercised on or before November 30, 2026. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Purchase commitments and future minimum lease payments required under financing obligations as of January 31, 2023 is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Fiscal Year Ending January 31,</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Purchase commitments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Financing obligations - leased facility</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,403 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,443 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,630 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,543 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,720 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,644 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,102 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,950 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,855 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,580 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Residual financing obligations and assets</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: amount representing interest</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,676)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55,380 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A portion of the 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 January 31, 2023 was 5.7%.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Indemnification</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">indemnification claims and the unique facts and circumstances involved in each particular provision. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Legal Proceedings</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On February 23, 2021, the Company and certain of its officers and other employees were served with grand jury subpoenas wherein the Antitrust Division of the Department of Justice (the “DOJ”) was seeking documents and information in connection with an investigation of the Company’s hiring and wage practices under US federal antitrust laws. On February 8, 2023, the DOJ informed the Company that the investigation is closed. No fines, sanctions, actions, or penalties were imposed or taken against the Company or its officers or other employees in connection with this matter, and the costs the Company was incurring cooperating with the investigation have now ceased.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina (the "District Court"). The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the Company, Live Oak Bancshares, Inc. ("Live Oak") and Apiture, Inc. ("Apiture") not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and N.C. Gen Stat. §§ 75-1 and 75-2. The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable attorneys’ fees, the costs of the suit,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and pre-judgment and post judgment interest. The complaint does not allege any specific damages. On April 28, 2022, the District Court approved settlements between the plaintiff and defendant Live Oak in the amount of approximately $3.9 million and unnamed party Apiture in the amount of approximately $0.8 million. Although there can be no assurance with respect to the outcome of this matter, the Company believes the alleged claims are not meritorious and intends to defend itself vigorously.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not presently believe the above matters will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. 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.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Given the uncertainty and preliminary stages of these matters, the Company is unable to reasonably estimate any possible loss or range of loss that may result. Therefore, the Company has not made an accrual for the above matters in the consolidated financial statements.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Commitments and Contingencies</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> 16300000 16300000 17700000 17700000 22400000 22400000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Purchase commitments and future minimum lease payments required under financing obligations as of January 31, 2023 is as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.876%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Fiscal Year Ending January 31,</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Purchase commitments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Financing obligations - leased facility</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,403 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,443 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,630 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,543 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,720 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,644 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,102 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,950 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,855 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,580 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Residual financing obligations and assets</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: amount representing interest</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,676)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55,380 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 4403000 4443000 3630000 4543000 1720000 4644000 1102000 3950000 0 0 0 0 10855000 17580000 49476000 11676000 55380000 0.057 1 3900000 800000 Related-Party Transactions<div style="margin-top:8pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s largest vendor is also an equityholder in the Company. Total payments related to the reseller agreement with this party are disclosed in Note 9 "Reseller Agreement." The Company also purchases services from this party to assist in managing its own sales cycle, customer relationship management, and other business functions. The Company has a non-cancellable agreement for the purchase of services. In December 2022, this agreement was renewed for one year and expires in December 2023. Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022, this vendor is no longer considered a related party as of December 31, 2021, and the amounts disclosed related to them are accordingly presented while the vendor was considered a related party. The vendor was considered a related party for a portion of the year ended January 31, 2022 and was no longer considered a related party as of January 31, 2022. The Company continues to do business with the vendor and balances at January 31, 2022 are no longer presented as related party. Total payments for these services recorded to expenses were $1.2 million and $1.5 million for the fiscal years ended January 31, 2021 and 2022, respectively.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the quarter ended July 31, 2020, certain equityholders ceased to qualify as related parties of the Company and the amounts disclosed related to them are accordingly presented only while they were considered a related party. Included in revenues from three equityholders, who are also customers of the Company, was $2.8 million for the fiscal year ended January 31, 2021.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has a banking relationship with one of its former equityholders who was considered a related party. In the quarter ended July 31, 2020, the equityholder ceased to qualify as a related party of the Company and the amounts disclosed related to such former equityholder are accordingly presented only while they were considered a related party. Included in interest income is $0.1 million for the fiscal year ended January 31, 2021.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company entered into the Merger Agreement on January 7, 2022, as disclosed in Note 1 "Organization and Description of Business" and Note 7 "Business Combinations." Affiliates of Insight Partners were equityholders of SimpleNexus and certain other parties in connection with the Merger Agreement transaction, and other affiliates of Insight Partners are currently significant stockholders of the Company.</span></div>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. 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. P1Y 1200000 1500000 3 2800000 1 100000 2500000 0.10 Basic and Diluted Loss per ShareBasic 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 fiscal years ended January 31, 2021, 2022, and 2023 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic and diluted loss per share:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Numerator</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to nCino, Inc.</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,536)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,446)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(102,720)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Denominator</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,678,323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">96,722,464 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,615,734 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic and diluted loss per share attributable to nCino, Inc.</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.46)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.51)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.93)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options issued and outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,467,012 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,629,109 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,009,323 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested RSUs issued and outstanding</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,848,296 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,012,440 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,531,387 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares issuable pursuant to the ESPP</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,471 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,079 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic and diluted loss per share:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Numerator</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to nCino, Inc.</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,536)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,446)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(102,720)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Denominator</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,678,323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">96,722,464 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,615,734 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic and diluted loss per share attributable to nCino, Inc.</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.46)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.51)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.93)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -40536000 -49446000 -102720000 87678323 87678323 96722464 96722464 110615734 110615734 -0.46 -0.46 -0.51 -0.51 -0.93 -0.93 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:59.572%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.622%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options issued and outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,467,012 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,629,109 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,009,323 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested RSUs issued and outstanding</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,848,296 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,012,440 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,531,387 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares issuable pursuant to the ESPP</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,471 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,079 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 5467012 2629109 2009323 1848296 3012440 3531387 0 12471 21079 Restructuring<div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 18, 2023, the Company announced a workforce reduction of approximately seven percent 7% and office space reductions in certain markets (collectively, the “restructuring plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease termination costs are accounted for in accordance with ASC 842, Leases. The Company paid $0.8 million in the fourth quarter of fiscal 2023 to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification. </span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company incurred charges in the fourth quarter of the Company’s fiscal 2023 of $4.8 million in connection with the restructuring plan. As of January 31, 2023, the accrual for severance and related benefit costs of $5.0 million for terminated employees was included in accrued compensation and benefits on the consolidated balance sheets and is expected to be paid in the first quarter of the Company’s fiscal 2024. The Company had no restructuring charges for the fiscal years ended January 31, 2021 and 2022.</span></div><div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s restructuring charges for the fiscal year ended January 31, 2023 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:46.122%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.765%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.623%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Severance and other employee costs</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Stock-based compensation (benefit)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Lease exit fees</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:700;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">1</span></div></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of professional services and other revenues</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">324 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">324 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,324 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,302 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(141)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,994 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,963 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(210)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,807 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>1These expenses reduced operating lease right-of-use assets on the consolidated balance sheets. 0.07 800000 incurred charges 4800000 5000000 <div style="margin-top:12pt;text-indent:49.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s restructuring charges for the fiscal year ended January 31, 2023 were as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:46.122%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.765%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.623%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Severance and other employee costs</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Stock-based compensation (benefit)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Lease exit fees</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:700;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">1</span></div></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription revenues</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of professional services and other revenues</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">324 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">324 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,324 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,302 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(141)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,994 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,963 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(210)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,807 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>1These expenses reduced operating lease right-of-use assets on the consolidated balance sheets. 0 0 4000 4000 324000 -9000 9000 324000 1324000 -31000 9000 1302000 2105000 -141000 30000 1994000 1210000 -29000 2000 1183000 4963000 -210000 54000 4807000 <div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Schedule II Valuation and Qualifying Accounts</span></div><div style="margin-top:6pt;padding-left:36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:93.128%"><tr><td style="width:1.0%"/><td style="width:56.670%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.557%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.427%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.557%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.427%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.562%"/><td style="width:0.1%"/></tr><tr><td colspan="18" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred Tax Assets Valuation Allowance</span></td></tr><tr style="height:5pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">($ in thousands)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,425 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70,056 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109,021 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net increase during the year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,631 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38,965 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,338 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70,056 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109,021 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138,359 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 36425000 70056000 109021000 33631000 38965000 29338000 70056000 109021000 138359000 See Note 9 "Reseller Agreement" and Note 17 "Related-Party Transactions." EXCEL 119 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0 ( (V*?%8'04UB@0 +$ 0 9&]C4')O<',O87!P+GAM M;$V./0L",1!$_\IQO;=!P4)B0-!2L+(/>QLOD&1#LD)^OCG!CVX>;QA&WPIG M*N*I#BV&5(_C(I(/ !47BK9.7:=N')=HI6-Y #OGDK7A.YNJQ<&4GPZ4A!0W_J=0U[R;UEA_6\#MI7E!+ P04 M " "-BGQ6ENZ*K>T K @ $0 &1O8U!R;W!S+V-O&ULS9+! M2L0P$(9?17)O)TU1)'1S43PI""XHWD(RNQMLTI",M/OVIG6WB^@#>,S,GV^^ M@>E,E&9(^)R&B(D&PO=&AE M;64O=&AE;64Q+GAM;.U:6W/:.!1^[Z_0>&?V;0O&-H&VM!-S:7;;M)F$[4X? MA1%8C6QY9)&$?[]'-A#+E@WMDDVZFSP$+.G[SD5'Y^@X>?/N+F+HAHB4\GA@ MV2_;UKNW+][@5S(D$4$P&:>O\, *I4Q>M5II ,,X?+&A T%116F]?(+3E'S/X%/F7/Z3H=,H%N,!M8('_.;Z?D3EJ(X53"Q,!J9S]6:\?1 MTDB @LE]E 6Z2?:CTQ4(,@T[.IU8SG9\]L3MGXS*VG0T;1K@X_%X.+;+THMP M' 3@4;N>PIWT;+^D00FTHVG09-CVVJZ1IJJ-4T_3]WW?ZYMHG J-6T_3:W?= MTXZ)QJW0> V^\4^'PZZ)QJO0=.MI)B?]KFNDZ19H0D;CZWH2%;7E0-,@ %AP M=M;,T@.67BGZ=90:V1V[W4%<\%CN.8D1_L;%!-9ITAF6-$9RG9 %#@ WQ-%, M4'RO0;:*X,*2TER0UL\IM5 :")K(@?5'@B'%W*_]]9>[R:0S>IU].LYKE']I MJP&G[;N;SY/\<^CDGZ>3UTU"SG"\+ GQ^R-;88C'(CN]WV6'WV3T=N(]>IP+,BUY1&)$6?R"VZ MY!$XM4D-,A,_")V&F&I0' *D"3&6H8;XM,:L$> 3?;>^",C?C8CWJV^:/5>A M6$G:A/@01AKBG'/F<]%L^P>E1M'V5;SC MFED)O816:I^JAS0^J!XR"@7QN1X^Y7IX"C>6QKQ0KH)[ ?_1VC?"J_B"P#E_ M+GW/I>^Y]#VATK\>WZV22$KYI9+2,6D$N!LT$DN/R+RO JQ GH9%LE" M0AMNZ5/U2I77Y:^Y*+@\6^3IKZ%T/BS/^3Q?Y[3-"S-#MW)+ZK:4OK4F.$KT ML@'37[]EUVY".E,%.70[@:0KX#;;J=W#HXGIB1N0K3 M4I!OP_GIQ7@:XCG9!+E]F%=MY]C1T?OGP5&PH^\\EAW'B/*B(>ZAAIC/PT.' M>7M?F&>5QE T%&ULK"0L1K=@N-?Q+!3@9& MH >#KU$"\E)58#%;Q@,KD*)\ M3(Q%Z'#GEUQ?X]&2X]NF9;5NKREW&6TB4CG":9@39ZO*WF6QP54=SU5;\K"^ M:CVT%4[/_EFMR)\,$4X6"Q)(8Y07IDJB\QE3ON>;G*YZ(G;ZEW?! M8/+]<,E'#^4[YU_T74.N?O;=X_INDSM(3)QYQ1$!=$4"(Y4U#VT%SU&\Z.9X!ZSAW.;>KC"1:S_6-8>^3+?.7#;.MX#7N83 M+$.D?L%]BHJ $:MBOKJO3_DEG#NT>_&!()O\UMND]MW@#'S4JUJE9"L1/TL' M?!^2!F.,6_0T7X\48JVFL:W&VC$,>8!8\PRA9CC?AT6:&C/5BZPYC0IO0=5 MY3_;U UH]@TT')$%7C&9MC:CY$X*/-S^[PVPPL2.X>V+OP%02P,$% @ MC8I\5K@\K-(-" %3 !@ !X;"]W;W)K@F#*+YN;3C??FJW8W=#0AQ? MT"V)X)L592'F<,K6[7C+"/;2H#!H6X;1;8?8CUJ#J_2S&1MD,"^GS=,EO[#^;^>L/%!^W!U1:OR8+P;]L9@[-VKN+Y(8EBGT:(D=5U M:VA^&MD]$9!>\=TGS_'!,1)-65+Z*$XFWG7+$$]$ N)R(8'ASQ-Q2! ()7B. M?W>BK?R>(O#P>*]^FS8>&K/$,7%H\,/W^.:ZU6\ACZQP$O Y??Z=[!IT*?1< M&L3IO^@YN[;3:2$WB3D-=\'P!*$?97_QRP[$04#?J BP=@'6FP"SZ@[V+L"N M&]#9!712,EE34@XCS/'@BM%GQ,35H"8.4IAI-#3?C\3OON ,OO4AC@\<^D08 M.D??%B/T_MT'] [Y$;KQ@P!^E/BJS>$6XL*VNY.[R>2L"CG30G&6!-CQ;_H#6_@%O+*7B%QQ=(-L\0Y9AV9('W M%*VQ<]QVJF8I=GV$B36(E<)R?74:D/1M1-8+[AZ.%U2V38U.&F-'] Q-(O="ADP=W929+K4RM(,TUZP##=I* M&0Q"+,;C&5IPF+\09D?:;RMQX3V_H>: > MG^T/T%>X#MU'\CZGENSV>@::8?8(AN(6LQ"-&#AH*4FM)D"76IED80-,=2+_ MEJ0CSF $/]#G2$I1+??##\!5KSF5!3OJX,;D3N$/S,(@F.K,_BVY?/*;,?KD M1ZZ\$ZHUIXX4FU:SH$NMC*VP"Z8ZRW^+;49C#BGP7_ZV^FVA5K3Z'>-2RDVK M7]"E5N96. ;SB&5(J3&"JS&I!?K]OA225HN@2ZT,J3 )ICJS_TJ%G9IM:*3* M>X^(='O=?@S^@*V1:[Y)D6F M5G)H&$+J$G/J/IZA+;C9)QPD!+TS+@S#N$1;>*G&&\SD[U.M9D*76GEUM7 3 MEMH$@#WUX 6(%J_AD@8RE$<$IL[T7KHNJ]4^Z%(K4RKL@Z5.\/==#8U?W V. MUJ32Y(YH_B6Q#PE%'->9V"I]@%3[!JN43OM, _"AFV8H(DV[$'%&:4BDLK59 MEUH95F$%K%I68+\VF:VNI7,99+:)')I:L:J+:;4!NM3*U H;8-6R 9.($Y;M MNHI57+S'**6F5JRBIM4%Z%(K4RM<@%7+!:3#$3E@G-:421./(SI?,8.7Q]!U M"0B!C)=)2OEI=0.ZU,K\"C=@J9/Y';]%B(, W20Q?!W+1ZA:IW(I7!W7F-8I M;(%5V )+G='O:(U#PM9B0OL-%/@&C%2XQ9&\V_W/'01U7&-LI_ '5N$/+'56 M/W%NYVB8>#ZG# TY)^#4TR7*VP"OI=34>E5[H>JPQM!.80#LP@#8M;83%AO( MU50][(A,90]3QS4N03B%#[ +'V#7VD:8)TSU MWOEV-YX^+-!DZMS/9_?SX<-XA&Y^HOGX=CP?3YTQFHD\F4:Q6$KA&X)8OI7X MZR]]R^Q]CM&(K/S(3[/#&:,OK]EJ<;JAO8+)542)HH=]M^!;T7%[;>*+0^(.@7R#]L]08:[$>B\6S?>%&)-L.,H\D$0>_9'T^RI_;C M _D]+M B<3>J!C[[,!,N"5I!9N;!&;QY MA=AN#<"''BT>)U\)$'W>C]-"2'$M/+5I&^8&@- M.+Y]K1N2;LJJ?_W&<\$I#)Q=&#B[GH$#Z Q@3(##"_J#R%\_:BG#,,R/AM6S MI74XZN#&U$YAX.S"P-DU*[T.BW%NX4-I/GU$K*IR21W6F-@IS)M=F#>[9LG7 MCMBN\JN:F5KN]J>4F%:[IDNM3*RP:[;:9@T!EYC "6 MU:!G)YQNTZKL)>65\_QW!.U CYH@H C=Y8R56,"ZVK>1"HM !&U$!4P,W.7DA&M)G* M/%"5!)(Y$2N#<#BP[%@ ML0J(GPN 46[_Z3G*ET15AU0WZ*6J>H_5ZTT,U M[:BF%U&M17KV+^EWV)+25L@U>A)2%VA%I# AI(=MUK'-+F*[IY*AA]M3:/T& MD_ 417!45 QD[EJ'0JFY5>WKJUOMNM/"%^6_<-_:'HG,*5>HA+V1#@A.:%/P;EB8#@O2!IC]O1#Z,+$'=#T[^0M02P,$% @ C8I\ M5O.@ATW+!P !B( !@ !X;"]W;W)KY2COOK.TM*HL1] MR+[7#>!8M&:79X8S<\ZL=/4HFZ]J+81&WZJR5M>3M=:;=[.96JQ%Q=5;N1$U MO+.23<4U7#8/,[5I!%]VBZIR1C%.9A4OZLG\JOO;;3._DJTNBUK<-DBU5<6; MIX^BE(_7$S+9_^%+\;#6Y@^S^=6&/X@[H7_?W#9P-3OLLBPJ4:M"UJ@1J^O) M!_+N)L)F06?Q1R$>U=%K9%RYE_*KN?B\O)Y@@TB48J'-%AQ^;<6-*$NS$^#X M<[?IY'!/L_#X]7[WGSKGP9E[KL2-+/];+/7Z>I)-T%*L>%OJ+_+QWV+G4&SV M6\A2=?^CQYTMGJ!%J[2L=HL!0574_6_^;1>(HP4D\BR@NP7TN0O8;@'K'.V1 M=6Y]XIK/KQKYB!IC#;N9%UULNM7@35&;QWBG&WBW@'5Z?B-K)[3^C-Q0_H A4U^FTM6\7KI;J::;BS63];[.[RL;\+]=SE M9UZ_18Q,$<64.9;?/'\Y/5T^ W\/3M.#T[3;C_F<;IM&U!IQIZ7-3EQE!U=9:/?Y#5=K! \-+Y!I!])TENT\HY@E5[/M<: <5ADFT<'J) +1(0)1, (?%@O9 M&H<;L1#@_7TIIJ@42B%>0A,S":^07*$+$I,^#EG^_T?!%80>9W+D7IY'>3H* M@FV51C'-W$&(#T&(PVD@%41@P3>%YF7Q%]2ZEDC>:^CS 'LKZE:@A:QU VU5 M3:'Q] 6RD8UIME-4"^WR*+8]8MGXJ=I&:9PQMS_)P9\DZ,]M(S:\6"+Q#?A, MP0,TCT7JM6@.V/W%G5B 2$+3: 3;8<58YDG&]( [#>+^34+\GP$QM6Y.<4IR M-L)HFT$QQSAW@\P.(+,SP065T.BG+JBF96R M[4W"3(+1!9%$1U!M:T2G*2I M&VE^0)H'D?X*.+DNZ@=V['",LQ%LAQ4C*7;# M)GA@7?R:]5C+>I9*$#'1/@A0[_UQK7C\4T/G/)<5NHY/P0/.E\1BJPPZH MBE(/U(&N29BO/]=;H735,W0CRDZ7;;BIQ@N\I^D8XW^&IG?@3JHT9F3LO&T% M&40\K@\\3<)$_6O7ODM9/UQJT52![DALCLP(MF#:5B0AL0?FP*0D3*5]"P^ ML_F.,)K2Q"I%ER$F7L%#!G(DR;/T;5GP^Z(L="'<2(,<^U*5^UJ[G?H\$"L) M,^M!YFWXD]%X3H<=?$FR=-SSG68L23R/9:!5$N95@-BT4,X+61G5POLY%LKU M7M1B57C2R29.2A,Z5@(N,Q+%OE0:"):$&7:/.2"TSF69BV@S2_:ZS*(T\CA M!Z:E8:;])%8"<"[WM&J)6^?XYV#)&(AHW&)<=O!T(@^=TH%.:9A.?RIJ&$R, ML)'W9?'0I8JMRYW0;1*%EC+F+X=50CT=G!Z-U6&>'6F8>4^E^9FDIC8%4AR3>-Q*''8DC5CJZ25T($MZABQ#H1[DHA.[ M8\($B3-&[F!/0G)?F ?ZI&'Z/-1C44,?%$CS;\^ ;%,E3:T6XK B2>HA?#JP M*0W/FG8'.0/6GAS'2M=AXNUT P/2, -^$5M9;DU*+ !MH=&*+TQ*/)T%;/,= MP_!O#-HV\\Q!=*!$&J9$3Y\[@]?FNCABB=7C;#/&HM27P0,ETC EFB-3W;3] M,?2^[LX'V>8W*\"V29XR3ZM@ P.R, /VC>U,0V,VD]$\3_"X+;CL&,S-GAF- M#8S'PHQW(ZNJV T^W7DE3+^0%P*R U3'F_](+1!)W(>+P9W=RA.Y).PK;'3J M_<"<+,R<7\12B,KH5I-&E]WH+\O2%$91PS0$,^$N!LP= AG[[MA(.T]!69"&7SIUO-9NIZX/-,S" M-'S;[,E!F2!,84A_BS$Q$SO:\K(5[Q'!4^BEY@>I-6^,A&[U6C;FU&?:I3H\ M<8$*I8S.[N1UJY6&%^;I\^YL^H63OC/L-I^/^T_0Y#1 ]VS,]_FC?V9+D]CZ],-A MXQ$O;! O+"Q>/BQ!"0!1 0.8 _/+HMZ?.CIA.@^]8?2U.HG#D*8IC3WLR@85 MP\[.\6W5]N=>NSD3QN5&K,U'QUNQEXUO2JF4NQ7:,B7)QS.$P^@R]37"0UKA=@SR- ML'5^XC1,TH1ZLCD:I$ST0BEC*N\L<_9=]F7.[H"D)Y7@.L5S&KI.\69'']*; M;TC\PIN'HE8POZU@)7Z;0ODW_9<.^@LM-]WG]O=2:UEU+]>" WQC .^O).B! MW87Y*L#AJQ_SOP%02P,$% @ C8I\5DZ;;Z85! 0Q !@ !X;"]W M;W)KF6NZI; MJ1*Z[6T_>\- K$UBSG;@MK^^XR0$ N%M>Y6.#^ X,Y/G>3S.C!FNI7K5$8 A MWY(XU2,G,F9Y[[HZC"#A^DXN(<4[+CD"W@"\V4Y57CE M5E%F(H%4"YD2!?.1\X'=3UC7.N06SP+6>F=,+)47*5_MQ>-LY%"+"&((C0W! M\6<%$XAC&PEQ?"V#.M4SK>/N>!/]MYP\DGGA&B8R_EO,3#1R^@Z9P9QGL?DL MU[]#2:ACXX4RUODW69>VU"%AIHU,2F=$D(BT^.7?2B%V'%APQ,$K';Q+'?S2 MP<^)%LAR6A^YX>.ADFNBK#5&LX-X3RYW]^KN+BI0R>!5,GAYO."8#%Q' M!)F0T [@:R96/$;FFMP\/WZZ)ZV@S?I^;M'RVI0-"#<$0628^C__Q+KTUPV8 MW*;ICM_&M-=+R/,V?KMMTJP V'[FI7F@:K/F5!9553P*\4 M\$\J\"$,968)*P@!V;_$T"8Q:$UXC'O=YH4F!5MHG>&DE;V8:=2[=X!J'_@7XB_*Z MC+BK8(OQ-X1RAL MFP%VIAMH$O^*9"_#7T2CP?0,C6U%9V=*^GPN8I'7L4^I$::QVIZ.84\1]WK) M0Q@Y>$S0H%;@C(OJUMBU?:=H=<;;$LY^Y!K.#NNSUSG<>X=6Q_;*5E=CVQ6PTVW! M#]+,ERAKZ8 /VT^'0ZL T>UEA+MSPK/'ZS^Y6HA48X,^1S=ZUT/%57%B+2Z, M7.:'OA=I\ B9#R,\Y8.R!GA_+J797-AS9/6_P?A?4$L#!!0 ( (V*?%:= M%N=MW@< )(I 8 >&PO=V]R:W-H965T&ULM5I=<]LV M%OTK&&UGQYV)+>*#7ZZMF<1BM^FTJ2=.VH>=?: DR.*&(K0$9*?_O@!%DQ)P MB<@=[HLMDN=>XEQ<7!P"N'D6]1>YX5RAK]NRDK>3C5*[Z^E4+C=\F\LKL>.5 M?K(6]397^K)^G,I=S?-58[0MIR0(HNDV+ZK)[*:Y=U_/;L1>E47%[VLD]]MM M7O_YCI?B^7:")R\W/A:/&V5N3&7=?ZZMIYV55;'DE"U&AFJ]O M)V_Q=<8:@P;Q>\&?Y=%O9*@LA/AB+MZO;B>!:1$O^5(9%[G^]\3O>%D:3[H= M_VN=3KIW&L/CWR_>?VS(:S*+7/([4?Y1K-3F=I),T(JO\WVI/HKGGWA+*#3^ MEJ*4S5_T?,#&\00M]U*);6NL6[ MJL/__&L;B",#3 <,2&M ;(-HP("V!M0V M8 ,&K#5@YQJ$K4%#?7K@W@1NGJM\=E.+9U0;M/9F?C31;ZQUO(K*),J#JO73 M0MNIV9VHI"B+5:[X"CTH_4]G@9)(K-%O.U[GICHJ-"G MC=C+O%K)FZG2;3">ILOV?7>']Y&!]V&"?A65VDB452N^.G4PU8WO&) 7!G?$ MZ_'GO+I"%+]!)" 4:-#\?',"F&?GFV,/&]KU!VW\T0%_'_D3K_8-O2F<3S,6)!2'-].GXXBX,!+3)+)@&0 +&$EI!SMA$78L0F^_WPFI MS*#S\0C'[/\QG64C.3N)7-1%+CJC_Y=GQ._@)SKJ.1RE41!9>0# ,&:86GG@ MPI($TQ!.@[@C$WO)_*L64J)=+=:%@BC$SDL)3>(@M2BX,!P1%A*+ @##$0X3 MF$/2<4B\J=S.&]4CXE^UGI%P9R1C)O.8SK*1G)W$+NUBEWK[_R$ON41Z:M5S M?/V%FRA"P4O=CB-Q%-EIX,(2D@;8R@(7%:8QQ7 2X* 7%H&7RD<=G+Q>;AHV M*STL2[$SV@+4# % "(>Q/30!7)S2R!Z: "Q,2#10HO&15L+^TXV#FK:D?1'79]U%1+<66HXNVK[X'J7E5 MTVL+[*C>LK&\G0:SEUK8JT=F[RO%M5_5QA&,7@B,-B.PG]!E4< MGBATGKHJXQ %.F!7S.00, M TQLH07AF$[+@4%$>EU"_+KDA07*E:J+Q5[EBU)WE=!?0RO.M\U5I6>0I:A4 M+T%>3B@U <4; +B2LZ+O7'D*TS05AHR]$,]C940T@O88A?PKQ=_7Y+JH>KM<@V5&UT*C> MLK&\G4:WUT+$KX7>Y;)8HHNB:E9XNQ##@^'@RGQ=]7T<7*7V7#6 "YUZ"./8 M4,KTZHCXU=&\*/=F/?M,6M&9M&"<2PO&#=+JM1*)O2/ACV;70_/*G_27P*,N M:?OM0E,3:Z3GYJV>CQN2$HF]DDI_I.HR!X\'KR9[]7@8TULVEK?3&/?:C?BU M6S\>#K&$,\8561@'$0YCZF@#%YI&^HN91<[\X"+UIW"<4#(@2$FOW8A?NQV/ M!Q\M8%EIB)8+':(%+$)Y:=%>O%&_>'O8+^2R+G;F\Q[<+_&:OWK#9$QOV5C> M3D/7*T:*__XVDU=LOCIL8WK+QO)V&K9>:=)S%LM\>PRM@V,91!F+[:7W.8#3 MHR=QON< G%G*I^G X#G:9_1O-)ZSX43'W7$<=\OQ_['G2'M52L_9=3QCU^G= M-QS]&_\'##US:W$0$7LW<@[@(A8>+3BVT7)A+$ZCH2SJY2/UR\?[6JRY-&L! M.AH/.LK%LMV_$&9A!V0VZC;FJ-ZRL;R=1K/7K33Z^U79*WE?';8QO65C>3L- M6Z^+J7\-\8RJ["[T132T]XWF (RE ;8%/@3#QZ7[E$>O/:E_X_2LDCSJONFH MWK*QO)V&KU>YU*]RSS\(T#J*3]*!,GMI$H"Q* WLG3D(%N"A32QFY.WIG5ZU M,?\ZGYXK'CA'S7I5BB9FA[4L]0?@V\>:-^>V)DWI;9[CV !*O'HI*HY&O=C. JUE6Z/AP /%PHL6M. MN"V$4F+;_-SP?,5K ]#/UT)'I+TP+^B.8<[^ E!+ P04 " "-BGQ6X.5' M"FD" M!@ & 'AL+W=O=05@R%/-A1YYE3'-M>_KO(*:ZC/9@,"=4JJ:&ERJI:\;!;1PH)K[ M41!<^#5EPLM2%YNI+)6MX4S 3!'=UC55SV/@37@]36R^2_C#8*VWYL0Z64CY:!<_BY$76$' M(3>6@>*P@@EP;HE0QK^>TQN.M,#M^8;]N_..7A94PT3ROZPPU3:_9)UGQMX)&^UD74/1@4U$]U(G_I[V *$%P< 40^(=@') M 4#< ^+/ I(>X*[:[ZRX>YA20[-4R351-AO9[,1=ID.C?2;LL\^-PEV&.)-- MI-"2LX(:*,CL<<]W M2A[F4W)\=$*."!/D=R5;346A4]^@2'N4G_>"QIV@Z("@,")W$@_2Y)LHH'A- MX*.[P6*TL3B.WF6\I>*,Q.$7$@51O$?0Y//P: ]\^GEX^(Z;>'BPV/$E!_CN M806B!5(J66/='&Z)#S[MQI;X3'V,O[%K7"TW72.^H6C(L*0XE4@9GE^<>45USZA9&-JY< M%])@\;MIA?TVW , M *\/ 8 >&PO=V]R:W-H965T&ULK5==;]LV%/TKA%8, M+=!$(O5A*;,-)/:&=6BWH%FWAV$/M$1;0B72(VF[_?>[E!S%EFC-*_1BB?*Y MASR'EQ]W>A#RL\H9T^A+57(UNJ]*<553=BBWC\,]:R(IJ:,J-J[:2 MT:P.JDJ7>%[D5K3@SGQ:?WN4\ZG8Z;+@[%$BM:LJ*K\^L%(<9@YVGC]\+#:Y M-A_<^71+-^R)Z4_;1PDMMV7)BHIQ50B.)%O/G'M\M\2^":@1?Q3LH$[>D9&R M$N*S:;S+9HYG1L1*EFI#0>&Q9PM6EH8)QO'/D=1I^S2!I^_/[#_5XD',BBJV M$.6?1:;SF1,[*&-KNBOU1W'XF1T%A88O%:6J?]'AB/4KX07(FRR*AF&7K2\(!)U4BLT4)4D$FYF>(]0^^% M4N@&?7I:HM>OWJ!7J.#H]USL%.69FKH:AF((W?38[4/3+;G0+2;H@^ Z5^A' MGK'LG, %#:T0\BSD@0PR_D+Y+?+Q6T0\XEL&M+@^G%C"E]>'XP$U?CLM?LWG M7^ ;F(EW/!450W_=KY26L&S^MKG?L =V=K.7W*DM3=G, 6+%Y)XY\^^_PY'W M@\VY,I2B!;0-3J1DL &U=WN8^_E8N-= MM=E_B]'6"XUGR3:,.TFTL,+"J)MK=C;_POF 3ZYS^)MWM=&7"#_<_L833NQ:/>QWQ5O@\4D[*JWP)((7Y#_H M:^3S1<'%6W.9O+7*]/OWER1)PEZV6W!!'$=!5Z@%YR=!0CI2W9-*IF)R4U>$ M9OO<<=W4 NW7MNJ\KVNMSO<'4XW6%=(+35/*?J!R4W"%2K8&2N]V I<0V52' M34.+;5TOK82&ZJM^S:&B9M( X/^U$/JY83IH:_3YOU!+ P04 " "-BGQ6 MTWD9CQ<+ !78P & 'AL+W=O]W][D-U>UWNFSPK MZ(?*J/?;;5)]?4?S\NEFAF;/O_B8/6R:]A>+V^M=\D _T>:WW8>*O5L<*>ML M2XLZ*PNCHO,/M4GKXWV4N[*\G/[YOWZ9F:V-:(Y39L6 MD; ?CW1)\[PEL7K\T4-GQYQMP=/7S_2PNWAV,7=)39=E_J]LW6QN9M[,6-/[ M9)\W'\NGF/879+>\M,SK[E_CJ8\U9T:ZKYMRVQ=F-=AFQ>%G\J5OB),"B)PI M@/L">&P!TA<@0@%RKH#5%[#$ NZ9 G9?P!8*X',%G+Z (V:PSA1P^P*NF.%< MLWI] :_KW4-W='VY2IKD]KHJGXRJC6:T]D4GB*XTZ\*L:+7[J:G8_V:L7'.[ M+(NZS+-UTM"U\:EA/Y@PF]HH[]F[,OV\*?,UK>H?OO,P MLZ9>)KM,W6*1GO7/9D.KMCYLB-NT8\\C-=X7:;FEQJN_EW7]6H&,+U0O3??; M?=Y)9T7OLS1K>,B"B?&H2'Q4).ZHUAGJNR1/BI1>&7?T(2N*MA69&+_2I#)> ML0:H-TE%Z]=&TA@_)\4;@Z K YO85$E/FZB=%=[6NR2E-S/6)C6M'NGL]H?O MD&/^J!+D >9TL'9&>+QE.1]/12='N+;M.Z;I\H&!'&C[!!'D\W$A9/TC2%@, M!.,$0HX"(2\5R!A1'.#N2>,CQ\4NX=M^*8>)W2U'$$_H:$6(T,5R!/8\V['X ML$@.FUNFD"U6!"%L^GB <>UM'=O;Z@J2,^W-1@FV*JK9.+&BAU>OVT'_='KX MV_/$\.^/99X;;%7QE%3K_ZB:WX+\3$+"5I"P !(60L(B2%@,!.-T:1]U:6O' M@?=UO6\'@O;3GQ[FV;J;?YDXT[(H^M7Q4]9LV*_81,JFT=W^+L]25N*>5FS@ MN#(*=GO RN\+)N.G*NLF[756I^6^706Q-4V'SNIVK5Z?3D J;6OK.U7;MC1) M^-CQ35,:,@6"-I]1-\H56:U=W =!B1RETS9MK3 M8J=.>Y[4Z,CW"'*$>Z.5'$>P;1/ATQW(84)$"%G["!(6 \$X,?A',?@O$X-* M +[4R)YKB5.)+]]W"5VJK='4D0 2%BHO4!P((#/&0#"N[Y$YF(*FMO<_TC1/ MV.+A/DN3;AYA*N@=K79M40P&%[>"N3!.Z)-.'2AZ&MI#=O-UH[]R9'2WJ3F1*85F*$0B+CO]2GW'JG3@H+0"EA>,:) )-&D/1 M>,$,_C;2&]R'+=N4V[+-^BW;_,R6[3LD^\:.)>D&TDU=@=("4%H(2HO&-&X, ME9)7S6 O([V__ MMC%8=1M*PA=3=ODGN6CUONE-W!C3B-@90:@71* METAV9WWB6(3=V8O+)3E2= DOAX2@M8] :3$4C5?'X!LCO7&L5,"0#03J72U#:"I06@-)"4%H$2HNA:/P1OL% QGH#&6(O$LMF[!PCX4.V MU%=DJMQ :0$H+02E1:"T&(K&RVWPG+'>#J6R]>S=OF:Q;#7,;ION MLB(9M:&ISS;YX"B2MS2QZV!DB1L5H'D#4%H(2HM :3$4C5??R8'E28[V)?4I M%2<[SH[E8E]<"?5QITL8<2&DK^QD$8&:TN-E-MC+6&\O3SJQ@64[%1%? M_$.%91^F.[2AK]5DM8":QF>N4KR9 TT:0]%X&0RF,=:;QM]D>U6?<_)()+NH MMNTC7Y(6J*\,2@M!:1$H+8:B\0H<#&BL-Z!%!;9GE(UF0PVZW>7E5TI[Y>WV M5;II38Q=GES<:=7GG*Q V2BU+5O:WP=-&H#20E!:!$J+H6B\ >W&NO=ZA<) M4"DZV1;&MB7^I9B^-I,="-#ST*"T<%1[1* Y8R@:KZ7!V\9Z;WO*ICU6F,*> M98L'8?49)^L%DA: TL)Q#1*!)HVA:+Q@!FL>ZP].OVC3'LL'C.<$85$XH,XZ M*"T I86@M&A4Z\90.?F_:1X<PL(^RZV!9/""H"YZXX%ZB"L.D[R#GSD3QY=@7Y$W?N":A##$I;@=(" M4%H(2HM :3$4C1?H8".3%]K(EQP:(INMMNL[CKB*'1FWTM=SLGY C6506@1* MBZ%HO'X&_YGH_>=)VQ ]BWM CFN+1SP44:)5K*_49+& 6L5$MKN):_GBO 1J M 4/1>!$,%C"99@&#;$+H[&0+V/.([4C* O6 06DA*"T"I<50-%Z!@P=, MOH$'?%&!H">8B>RF(@\31SS0 9HU *6%H+0(E!9#T7@%#LXQ&>$<0^Q"$,4I M:4N>)$%=95!: $H+1[5'!)HSAJ+Q6AI,9:(WE:?L0A#9[;1-+!WMT&>-8-?;.G]XK]D#\*2/=PY,K&+Q1E.7_G)R@,]:PU*"Y5-XOOBOBEH MTEC=#Z9[8NKRLAI\9NL%/K-F&X(H90+ZA ]+81LJ(VWW/Q7;J6ZE&7 (8\5USHD5<:4P]]7^.>+4MC'7Z6UG0),S /]52AY?5?A<)+8>!?P MG<%:;^V)53*7\M$:M\7("VQ"P"$WEH'BLH()<&Z),(VGCM/KK[3 [?V&_;/3 MCEKF5,-$\A^L,.7(N_!( 0O:<',OUU^@TW-J^7+)M?N2=1<;>"1OM)%5!\8, M*B;:E3YW==@"A&=[ %$'B-X"DCV N /$3FB;F9-U30W-4B771-EH9+,;5QN' M1C5,V+\X,PI/&>),-I%"2\X*:J @,X,+_B*CB5R@)?/'4O("E#XZN(C"\TMR M\]0P\T(^D>,I51A8@F$YY2?H>9A=D^/#$W)(F"#?2MEH*@J=^@:SM'?Y>9?1 MN,THVI-1&)$[B/H7<:O5 Q(''XD41!%.Q*:_#L\ M?">=N"]Y[/CB/7Q]E=\6^<.FO#^OYMHH?.&_=I6O94]VL]NN'^J:YC#RL*TU MJ!5XV=%!>!9<[I+^G\A>%2+I"Y&\QY[=:MU0D0/)I38[7TJ+/W=X.X]6610& MJ;_:5O!W3'(:)WU0FYF_U2$5J*4;'!HO;H1I'U+O[6?3E6O)-_XQSJQVQ/RA M:0?>'55+)C3AL$#*8'!^ZA'5#I'6,+)V?3B7!KO:;4NEK(-&+#]>W9,/6:POT(C?2O'<'KP.%)6Y ME+^K-U\6'Z]"=4>B$D6G3.3PYTG,1%4I2W ??VR-7NU_4UUX^'IG_0=-'LC, M\U;,9/6OK_@^P&U+^ C%[#M!>S<"_CV JX],U#1?LCR+K^[ M;>1ST"@T6%,OM#/UU4"_K-6X?^L:^+:$Z[J[F:Q;696+O!.+X%L'?V!0NT N M@UG>KH(?8%ZTP23X]5L6O'WS+G@3E'7PSY7LV[Q>M+.?VCD4PD>"N8OP=M?6WA1UN^"7S:BR;NR M?@SN5;R472G:X-_W\[9K((#^@XW'\'L<_SV553ZTF[P0'Z\@;;2B>1)7=W_] M"XG#OV&^O*2Q[$+&COS,]W[F/NO:SY5LVR#ONJ:<]UT^KT30R:">E;6\#K[4 MQ7O,FX/51%M5*?7I;D)"FM#P]N;IT%$(CD\YCX]A&08+(V9@1^2B/;GH)#D@ M(-/L/(/DNN+=8?A4+ >N'>O>S!&3=-;*JU+SZ4G<"W-U=!\H*I('[Q7\A M"ZFD@/ECN)'X@$":6"1G+F82)Y'E"024,([[(=[[(3YKD+$;C]W?(R%).;=N M'L%%(5&Q?G3["(P3FH0X@61/(/%F ^/[5HU:(V"DBA(&K=Y-7S5CX76A4L;F M,&7TNY0A]RDCWZ>,#YA'DDLFBDL:RRYD[&@(TOT0I-XYE DP6I3Y(%+J19"O M9=.5?^H/,#>FSDQ@/(ZH-:U<% E!J5FSRD4EG!%\3DWWA*;^H)#U1$\7,S$J M <(I*&3;H:$R=1FEW$YX+HA&S JFS 6-! @)C7P)O73N#X9#I2O- N)A4W9Y M5?X)00 A(N<=*&"(GR=1]XIIK==+7+^$;DKCT=2BBZ"B)+%0&8+B<4I'.!]( M-O(JS@LQ[X*R;?N\+CSCN+5Z-.F2Q";F@D*;E0]R3(D:2M1+Z5LGB]\G2L O M@, :JIIV-,*VIHY\#]K/#C$$1E-N$\XP6$3#=(21$7+$JU\@<2Q%T^@DK%?B M+O\N\&%A[K#$U!D7%S6AG*;.XQL@8M43\5F- M+__$JZ5>N_Y?U%IV*6O'GC4JC'@5QMU]4:3!0 J)\4K(9]6""A&B<3"-[ MFB XPJ+0R4R8O3 F(ZJ8&$E#_)H&X7,-KRO= ]CDC9HC*$%7C]@RX#0D0R!3 M&HY-?R-KB%_7S/[OA=]5)Q-"*7.&#\.1D-L5#89+IW&"$Z5&\5"_XGEHQ"8O M%X'XKE9),42W[%:BV88[1HZZ2F3".&,6-PQ&H]""9:@UQD>$#37"AIX0-KN) MNORL]&(LR?):37U1:]FEK!UOJ@H=RV,>=\"H&VO=3M3]7&4RW,%:NQMHNV^AJM!8J?UC(! DJ?3 MJ=V90H C,<*,FF&GU,P1Q7%QQEPA,HGLE7V&H.Q(]T*.61@]P_QZYJ%OBE6N MUGS@ -$.D=V]Z/5? +W-V,8 0^0*@=7!KIDQ7,0=68/!^*&U8W8'VVU^8;-C MI\@-43UTV]\>+CDOP9OP6O]3M-_0ZR@,U:+4;H3>M:Y>WJ$NP%HV46@O2QB, MA\S6/ AL;&R-X&&G=\%TH&T3]]F)C2$2AH8)M84XBDM2GJ8V.P3H&5^CBECT MJLR]+.N\+LX@Z!5;K]XVO:2U[%+6CEUJY!GSR[.'1A9"+/9+(?@PKX)-/Z_* M L((M!NX=Y_'^WHAFN>FU)-J4;;;XD@%4B'7Z[)5745\"$XKNM.0#(' L . M]A^/W6 D'?-+.MVQ/J/KSGSJ:TL#TW%V:92AJ"0>(V*D'/-+N>/QG,L&+,!@ M0;[7C1-9/:FA*V 9+KM@F1=*M[Z@3%WQ!=G.S7>G6T1>R#%-H^&8OS_TD+\, MJ?W5M) ^#L5X^7:WMKS.W@#C1DCQ$^V@/:^S-X(XUKYQJ@L$9?/Q0H[Y&-7$ M_:KI\W?1%.6P(K5?!%B2W.SDR*;*D?WO;BK@3AWR6+[6=S64PAJ;.2,EN)^ M+363MVO4H0 M"QNUO!UD#Z,A)*QYC_GX[$1$#7'.CLPP&".V0D)18PR-/N*G]\.<.OY"SK6H<]%,*@JV^\E[0H;6#KM'#;#8*YO,@1F^>;X6*312I%? M*^EJ4)<>%N_@[6]?/G\(WO!KDK)=E1^2:9!WP8]YW>?-RU!![4X*:PSV#3NC M,1 A1XQHR)QSDP@L#8G=ND)@7F\9)1;YE=C7XVF@2(J\ ?&VSX*+6LDM9.W:OT831"4VHM87:KE8'A_09J'UK MH!'+?N0A@@C9X(OMH[D(B(3.7C5F:NP,96248>17AL>\RNVA:92*J]MH;.^E MS1 4B=Q01U!L+ 0.3HO[>V2>$*AEO0W]?5\0\MZY^C"Z:!/MHM:R2UD[]KG1 MI-&))MI!WQEOJL-2O-UTG_<=#$2GIQOJ9E<>N@\D(" H11RY@<%&M$9DA&;D M%YJ?^K):P'29Z,W/Q;[;LM_?@7*XD?WC"BVM4,J((J0\=%85%T92$CEAAZ,PHW,.9.WV43HYWBIN1%&!@"B7I9H)\N.ME_FYV&9 B$)/'(F8;8*,_XU';G$,NFR0/*2AQZYV"P\0=6 M$)D7V9(1 3FS'<&,C'5LI&+LEXH_06##DJ$?'1RJA"#?/[LRL%1!#33/G=S; M'SQ\-(I06Q'.$)0]H%[(0/?FX/')M6@>]6.H*C+[NAL>1-Q_NG_4]5X_X&E] M_HE\R(8'5HV9X?G9G_(&JL\H #P_5+*;O=&_<#^P>"[_P%02P,$% @ C8I\5MZ)BX.J @ NP< M !D !X;"]W;W)K&ULQ55M;]HP$/XK5H:F5FJ; M%Z"=.HA4H%4WJ1(JZ_;932[$JF-GM@/EW^_LA!1:0'RHM _@MWL>WW/GW V6 M4KWH',"0UX(+/?1R8\IKW]=)#@75%[($@2>95 4UN%1S7Y<*:.I !?>C(+CT M"\J$%P_NN-1S;/C=WPXT%)YS #\U1. M%:[\EB5E!0C-I" *LJ%W$UY/^M;>&?QFL-0; 0V(L M \5A 6/@W!*A&W\;3J^]T@(WYVOV.Z<=M3Q3#6/)_[#4Y$/OFT=2R&C%S:-< MWD.CQSF82*[=/UDVMH%'DDH;631@]*!@HA[I:Q.'#4!XN0<0-8#H/:"W!]!M M -UC ;T&T'.1J:6X.$RHH?% R251UAK9[,0%TZ%1/A,V[3.C\)0ASL1C*;3D M+*4&4C(S.&!.C28R(V.J)#)K'KYII9(<7[9-"1,+T*;. MT(D"[K)64F56I!.D$WW+::?+1ZX]D2WFN%]PX*O\DRQIF3>"L,,ZM="@Y2V)IYK4N: MP-##HJA!+<"+OWX)+X/ON][%9Y)-/HEL*W3]-G3]__9F^D>]F8]6[RPFARQJ MT?Y&62M S5U[T"21E3!U-6AWVPYTXPKON_T1=J:ZD;S1U&WM@:HY$YIPR) R MN+A"KU3=*NJ%D:4KGL_28"EVTQR[*RAK@.>9E&:]L!>T_3K^!U!+ P04 M" "-BGQ66;]J1R\& #\#@ &0 'AL+W=OH*4L@K'%?>I)#C7MH[0-#KJ:KZP=F=9"V\]F)[">FO M[XR]NR1IH">U7R#V>F:>>>;%XY.%L7#H?)_/ MAP._25RXE=_ GDR-N>/%I^PTZ3,@5)AZUB#HWP-.4"E61##N:YU):Y(%5W\W MVM\'W\F7J7 X,>J;S'Q^FKQ-(,.9J)2_,8N/6/MSP/I2HUSX"XOZ;#^!M'+> M%+4P(2BDCO_%8\W#]P@,:X%AP!T-!93OA!=G)]8LP/)ITL8_@JM!FL!)S4&Y M]9:^2I+S9U=V+K3\2T2*= ;OT*56EF%M9G!>.9)P[J3GR1K+]-):\WG4/'Q& M\V (7XSVN8,+G6&VKJ!',%NLPP;K^?!%C3\+W871H /#_G#T@KY1Z_LHZ!M] MA^\=F!CMC)+9$Q77%AUJ+QHNWDLM="J%@EO:1$I-[^"/\=1Y2\GUYS:*(H#] M[0"XX(Y<*5(\34JV91\P.7O]:O"F?_R">_NM>_LO:?]/H?U_-,/JP2.XTG!I M'K"8HH7!FQ!&"J:>2&TZ\$FG7=C1Y&+8@*MR4N]V('G:2G:!:$>+&4CM#5F' M\=QB"$8,FA(!PQ>T<[*SXW.$I%ZT)TG+0OHI&Y6A,VLNCJ,KH)P)+O(C5++/;/0=,Q54R*H,16+.RGE) M>:J="&<6L!2A:2?5923*62 M?DE4%*4@-QE=!N?CRU]N.O#Y\X3#^ [3.HPC)GLP" $8EU8JB#M$_XH(([$8 M-=5@PW8NT[S^N)8IM/-"!>QR9#DRH>,P 6WNK6%[&Y",NG4$C[8F25E95PFJ M$PK ]FAO#6-DF#E2&! #=2K*1$93!!7,?>WAJH8ZGFR*DI<+="W)@X5;R6HO M\;%RD:B=9&4KV>W"A2"U+@\NSS80%40"79'I78=8<56:DF)C(T(;[%FDU/",KTG+M7I9B^)-19 &P_G>:$?L0D7WK(W9 M@FEE);<+N'B,]0?C-/ _^&FTWPEU02&G>WFMGPSZ3:X$/]T&XPOJNP3:E4$2 M9M84W%,"F2;FZ:5PF;B'#\I,^9X,TQ=\$?8.?6QJ&XI7&$2=DM(J-*PGHS^Z MUD0NB6%"^>2GE^D=1WE93&ER2BXGEU=)EZP2#D/E<@A)>Q5-3#&EZ@^]+P&: M9D%DF>0EX90ZCK=QTIP+&^P%)I^2D2;(^TJZ(-.%KUJQVM";%])1DE%2I;'Y M1W"AP3[ZE2,620%YW^%QEK@DAQV'\?6KM\-A_WB!G?!K<-SL4%%L[)C*;FY% M'IM-YIBMUQ\G,8>:K\'NMH;-S3EM)Z#5MLM))&:^9GRS9T1[6QKZ#C.*EBKI MCEJ:WNASN]]A=(JD K=:[3XW<1S!KW2\=IJJBIN5F7ENF'O"[8D]'K)DBMQF MA+BE.: MLEQX**UYD!G9;H1 E*7BL(8KD_R)$\M]=W;W429TW/JGBJP&6S@FU0T[,\]#Z8;UQ?KS(G-!V+) M4%8JT\"KKXJOMXW,F ) X#MP45EZQ@71L9,"KD4J9Y*B]%ZZE'SY':EGT9B^ M1A_GS.#PV)'/X="2#U'E.Z[UIF.,!MUMHVIOY442[@A^=W&P*^WCXZ3=;9]V MX_BB>3H>WX74/.;$-2BWB0@(UOK;CPI@SOFZGQ]%H*/YE/M'S@@&N= M>D&]8 /M@_?L;U!+ P04 " "-BGQ6X;?P%_HH #RA0 &0 'AL+W=O MO- M.2\;UFZ"P^'^X) ],XPYY"R;E#SY]%>_JNH7AY1T2 XX(/%J9IK=U=7UKNKB MF_NV^V*WQO39UUW=V!].MGV_OWK^W!9;L\OMLMV;AGY9M]TN[^ECMWEN]YW) M2WYH5S^_/#__YODNKYJ3MV_XNT_=VS?MT-=58SYUF1UVN[P[O#-U>__#R<6) M^^)SM=GV^.+YVS?[?&-N3?_+_E-'GY[[68CP/ M^&ME[FWT=X:=K-KV"SY\*'\X.0= IC9%CQER^L^=N3%UC8D(C%]USA._)!Z, M_W:S_\1[I[VL_\?1O?S"O,5;6WYW^Q> MQKY\<9(5@^W;G3Y,$.RJ1OZ;?U4\1 ]\=S[SP*4^<,EPRT(,Y8]YG[]]T[7W M68?1-!O^X*WRTP1!0;ON.?JWHN?[MK1Q&UJZSVVK35.NJR)L^NRZ*=FCZ MJMEDG]JZ*BICWSSO:3T\];S0N=_)W)?O;?[OXYOSU ]"^]-"^?&CV?_*L_E5S M9Y^ZJBFJ?4U_TNB;MK'T2YD+DS5E]BZW%?_T"2AH>O[E*OMY:X@'BW:WSYL# M)BS\DZ;,UE63TZQYG5EZP!#;]S;;YG!VCIV9Z ^*6I,.86ZS"]_03'98 MV:JL\@['1INZ)^&'_^;9'7V7KVI#\_:&CJG/:)6J/V"W]]NJV,:39W2<^$BH M9!I9$<)I'S3O89E=TY0\B9YL@!"T0(S4V)P%,'W1F6^*;=/6[>:0R;K88;_->Z&9INU)-.]H M40*@9TP0+FE=V3(]8K)UU^XR4FX=GX==*(J%9MIR*##%'6FM/4Y@P3 !&&!> M!+/IE.*8%K%=0L\7(AS2F*:7>3&Z(F3HE((5"(:J,/QAD9'^(+SVIC[((HTA M@ D)>0^0\>2ZZO-55>-\Z'NA]Y[.H[45=%I6Y'9+&M*V0T>S+K,/1.&@GT_# MBG@V^[A>$X$WFZOL8Y/]82!&N7C!(O1\$1_S[VSVV6PJZR"_==27T0>HP.SV M[(*6J7.F:SVF2M?:RUJMKD7T_>'31^($W3^AG(Z#*+HMOF3W1(.E*6KF:$-/ ML&K.5@>>\=840T>3"GZR]U^+;=YL&,Q=9:TPS^U[9AZ216WG0"EJ0@@MK:Q! MZX_W5YBN%Q8T#!A10K=O=;^ *J?]EDPOS )$3R18,C)F++@8D]LM0 72@$3X1RQ-\K]@@OC-BPM"3* Y:$H2 M6SUD54'2BS?QF\MOOEN^))NUKID2\S4!0%0-,8C94K#*RD9JH_"L;D<\SO@L MW2EZT(K6]B3"A3&@34F,\>]9;39YO8@L@@7_#J%+SV&QEN8EP*H.RF=M#,TC M,-"41^*.UV=.+O(]B>6:B87B^^_>_7_BJQ/\>!) M0(?# ^FIK2%F) T$V0>URU"2,46+C(TM/PU1-AMX8:0SZ-S(LBK9&&'49/AF M!AUJ91Z#Q@?MIJ$#-Y#EF.B8+&Q>&P?JS#)>Q1Z#/K+'&E+"8#&A3? S\;SC M9H KG"$XGP$=8@$_K8FYZ10.AB2K* YRY 8,55_N0N3AP,R+]7)1E4+=;+&" M#DG;P1I9.Y.?G\I+,BC5:KD#N9#U9;%UU7:Q:1T9U#1+,/[2O2N62VSYVWC+ M;&>=FJ^.<"'E@3V6#_E74%@UK08\$=.RKUZ]7%R0;RPD:V>)CO103U;V7N3/ M+(&,%#[]S"='B/*K0W!'&O]XCL411[GU@E$ H4-G+CHP3P3.BV^^7;SZYL(1 M'1-D33LY&_8DR3HC*%]D,&A$6LVJ2OZ4H($\&D__ 27F(83@,!745!FL2$I/ M67-,??)GY(7H 9$,EX-[;\50M^+,BD_J9?I3?#@,0B -ECSO% XG@?KK4&'M M7=[D&S&Y:?E=_H4(QZTIM$XB[;S%@Y"ED6; MAND]\A-+ U5/TD?!)6L=^.0MP\UECK-$(78M/C#;H*;C6"I\QI;TYL;YG]XG M9Y(M53:),<($>Y;7L/>M"F\VQU[SPN3S=K0IQ1)3.OOH_9'C+.(UMEU Z"N6 M/FZS( 8$P.SK;)U7SAB.R*E@>BTG:(2.0-!)V"0GPUCV7%;P^+%)@9903HJ< MGKP3#45N$#EX%;8N*[QV/CH+U8B$:MX(X-%P4UVW]X+))EB%])2?B#X;H8JP M#7QG=HQJ^&J\W59PZL(AKQ7K$&(KEGC0/T2?O&ZJ+K 4_J?&7*!* $B+;09R M=!$ZKFPVL.>U)8'4(N14,]5WE7$!!+$B02TM-/)UT0^(@1C8JT#E4(-SV9AP M:C]>!B8 N!;#%BG X!'YZ(67G;WGN9>[P.7 (B M-7:(?9QEX<0.J#SBZH0Z1E#,;<%/;\/\T?0F62!3%SL1OC5B54N$8PO31,&G M&Z)VD@.?$;G"A+$ O=$P5DHC'N3XW,B^&H061.]T;&FUZ@\7XU4+697C9:J! M-7Q8U1QDABFU$(,*VH^.7DP$,!]Q!G;$/S(.7$11##,0S R.W1/C>0E6V,H0 M3:;48#'M:8"T8'%O@=.147K)4XV^?)'R/M)>D)U6@ER3F_)1DGA?+(RWU69[ M)J@Z^Y48'69!BO2J']0&N69>&X.X8":NR)BYJTJ("A^9)-4IX7=:<=?2<=&Y M-=G%Y;\SRQYC5&*1^=0JY!2 GTRZ(7P?6BJT2WQ!%=CM@:CE[ M%-)?_(K!N:%EH8#OMZ9A!T>T+M%J!1V],OT]4A^QX\G<$$6?Z:.$]1!F7TNT M2]69A+O:7046]=%G.@(/*OC6"0".(#1JFPF+=V:-U*GUHL:;) E(4& \JO7> M*-6DX+:0Z;=:*HW'JF12YN TN+&+%P6=*:2ZA7"MUA7!9D^A@43D[4G"8

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end XML 120 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 121 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 122 FilingSummary.xml IDEA: XBRL DOCUMENT 3.23.1 html 240 506 1 true 77 0 false 9 false false R1.htm 0000001 - Document - Cover Sheet http://www.ncino.com/role/Cover Cover Cover 1 false false R2.htm 0000002 - Document - Audit Information Sheet http://www.ncino.com/role/AuditInformation Audit Information Cover 2 false false R3.htm 0000003 - Statement - Consolidated Balance Sheets Sheet http://www.ncino.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Statements 3 false false R4.htm 0000004 - Statement - Consolidated Balance Sheets - (Parenthetical) Sheet http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets - (Parenthetical) Statements 4 false false R5.htm 0000005 - Statement - Consolidated Statements of Operations Sheet http://www.ncino.com/role/ConsolidatedStatementsofOperations Consolidated Statements of Operations Statements 5 false false R6.htm 0000006 - Statement - Consolidated Statements of Operations - (Parenthetical) Sheet http://www.ncino.com/role/ConsolidatedStatementsofOperationsParenthetical Consolidated Statements of Operations - (Parenthetical) Statements 6 false false R7.htm 0000007 - Statement - Consolidated Statement of Comprehensive Loss Sheet http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss Consolidated Statement of Comprehensive Loss Statements 7 false false R8.htm 0000008 - Statement - Consolidated Statements of Stockholders??? Equity Sheet http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity Consolidated Statements of Stockholders??? Equity Statements 8 false false R9.htm 0000009 - Statement - Consolidated Statements of Stockholders??? Equity - (Parenthetical) Sheet http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquityParenthetical Consolidated Statements of Stockholders??? Equity - (Parenthetical) Statements 9 false false R10.htm 0000010 - Statement - Consolidated Statement of Cash Flows Sheet http://www.ncino.com/role/ConsolidatedStatementofCashFlows Consolidated Statement of Cash Flows Statements 10 false false R11.htm 0000011 - Statement - Consolidated Statements of Cash Flows - (Parenthetical) Sheet http://www.ncino.com/role/ConsolidatedStatementsofCashFlowsParenthetical Consolidated Statements of Cash Flows - (Parenthetical) Statements 11 false false R12.htm 0000012 - Disclosure - Organization and Description of Business Sheet http://www.ncino.com/role/OrganizationandDescriptionofBusiness Organization and Description of Business Notes 12 false false R13.htm 0000013 - Disclosure - Summary of Significant Accounting Policies Sheet http://www.ncino.com/role/SummaryofSignificantAccountingPolicies Summary of Significant Accounting Policies Notes 13 false false R14.htm 0000014 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest Sheet http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterest Variable Interest Entity and Redeemable Non-Controlling Interest Notes 14 false false R15.htm 0000015 - Disclosure - Fair Value Measurements Sheet http://www.ncino.com/role/FairValueMeasurements Fair Value Measurements Notes 15 false false R16.htm 0000016 - Disclosure - Revenues Sheet http://www.ncino.com/role/Revenues Revenues Notes 16 false false R17.htm 0000017 - Disclosure - Property and Equipment Sheet http://www.ncino.com/role/PropertyandEquipment Property and Equipment Notes 17 false false R18.htm 0000018 - Disclosure - Business Combinations Sheet http://www.ncino.com/role/BusinessCombinations Business Combinations Notes 18 false false R19.htm 0000019 - Disclosure - Goodwill and Intangible Assets Sheet http://www.ncino.com/role/GoodwillandIntangibleAssets Goodwill and Intangible Assets Notes 19 false false R20.htm 0000020 - Disclosure - Reseller Agreement Sheet http://www.ncino.com/role/ResellerAgreement Reseller Agreement Notes 20 false false R21.htm 0000021 - Disclosure - Stockholders??? Equity Sheet http://www.ncino.com/role/StockholdersEquity Stockholders??? Equity Notes 21 false false R22.htm 0000022 - Disclosure - Stock-Based Compensation Sheet http://www.ncino.com/role/StockBasedCompensation Stock-Based Compensation Notes 22 false false R23.htm 0000023 - Disclosure - Income Taxes Sheet http://www.ncino.com/role/IncomeTaxes Income Taxes Notes 23 false false R24.htm 0000024 - Disclosure - Defined Contribution Plan Sheet http://www.ncino.com/role/DefinedContributionPlan Defined Contribution Plan Notes 24 false false R25.htm 0000025 - Disclosure - Leases Sheet http://www.ncino.com/role/Leases Leases Notes 25 false false R26.htm 0000026 - Disclosure - Revolving Credit Facility Sheet http://www.ncino.com/role/RevolvingCreditFacility Revolving Credit Facility Notes 26 false false R27.htm 0000027 - Disclosure - Commitment and Contingencies Sheet http://www.ncino.com/role/CommitmentandContingencies Commitment and Contingencies Notes 27 false false R28.htm 0000028 - Disclosure - Related-Party Transactions Sheet http://www.ncino.com/role/RelatedPartyTransactions Related-Party Transactions Notes 28 false false R29.htm 0000029 - Disclosure - Basic and Diluted Loss per Share Sheet http://www.ncino.com/role/BasicandDilutedLossperShare Basic and Diluted Loss per Share Notes 29 false false R30.htm 0000030 - Disclosure - Restructuring Sheet http://www.ncino.com/role/Restructuring Restructuring Notes 30 false false R31.htm 0000031 - Disclosure - Schedule II Valuation and Qualifying Accounts Sheet http://www.ncino.com/role/ScheduleIIValuationandQualifyingAccounts Schedule II Valuation and Qualifying Accounts Notes 31 false false R32.htm 0000032 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) Policies http://www.ncino.com/role/SummaryofSignificantAccountingPolicies 32 false false R33.htm 0000033 - Disclosure - Summary of Significant Accounting Policies (Tables) Sheet http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesTables Summary of Significant Accounting Policies (Tables) Tables http://www.ncino.com/role/SummaryofSignificantAccountingPolicies 33 false false R34.htm 0000034 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest (Tables) Sheet http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestTables Variable Interest Entity and Redeemable Non-Controlling Interest (Tables) Tables http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterest 34 false false R35.htm 0000035 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.ncino.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://www.ncino.com/role/FairValueMeasurements 35 false false R36.htm 0000036 - Disclosure - Revenues (Tables) Sheet http://www.ncino.com/role/RevenuesTables Revenues (Tables) Tables http://www.ncino.com/role/Revenues 36 false false R37.htm 0000037 - Disclosure - Property and Equipment (Tables) Sheet http://www.ncino.com/role/PropertyandEquipmentTables Property and Equipment (Tables) Tables http://www.ncino.com/role/PropertyandEquipment 37 false false R38.htm 0000038 - Disclosure - Business Combinations (Tables) Sheet http://www.ncino.com/role/BusinessCombinationsTables Business Combinations (Tables) Tables http://www.ncino.com/role/BusinessCombinations 38 false false R39.htm 0000039 - Disclosure - Goodwill and Intangible Assets (Tables) Sheet http://www.ncino.com/role/GoodwillandIntangibleAssetsTables Goodwill and Intangible Assets (Tables) Tables http://www.ncino.com/role/GoodwillandIntangibleAssets 39 false false R40.htm 0000040 - Disclosure - Stockholders??? Equity (Tables) Sheet http://www.ncino.com/role/StockholdersEquityTables Stockholders??? Equity (Tables) Tables http://www.ncino.com/role/StockholdersEquity 40 false false R41.htm 0000041 - Disclosure - Stock-Based Compensation (Tables) Sheet http://www.ncino.com/role/StockBasedCompensationTables Stock-Based Compensation (Tables) Tables http://www.ncino.com/role/StockBasedCompensation 41 false false R42.htm 0000042 - Disclosure - Income Taxes (Tables) Sheet http://www.ncino.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.ncino.com/role/IncomeTaxes 42 false false R43.htm 0000043 - Disclosure - Leases (Tables) Sheet http://www.ncino.com/role/LeasesTables Leases (Tables) Tables http://www.ncino.com/role/Leases 43 false false R44.htm 0000044 - Disclosure - Commitment and Contingencies (Tables) Sheet http://www.ncino.com/role/CommitmentandContingenciesTables Commitment and Contingencies (Tables) Tables http://www.ncino.com/role/CommitmentandContingencies 44 false false R45.htm 0000045 - Disclosure - Basic and Diluted Loss per Share (Tables) Sheet http://www.ncino.com/role/BasicandDilutedLossperShareTables Basic and Diluted Loss per Share (Tables) Tables http://www.ncino.com/role/BasicandDilutedLossperShare 45 false false R46.htm 0000046 - Disclosure - Restructuring (Tables) Sheet http://www.ncino.com/role/RestructuringTables Restructuring (Tables) Tables http://www.ncino.com/role/Restructuring 46 false false R47.htm 0000047 - Disclosure - Organization and Description of Business (Details) Sheet http://www.ncino.com/role/OrganizationandDescriptionofBusinessDetails Organization and Description of Business (Details) Details http://www.ncino.com/role/OrganizationandDescriptionofBusiness 47 false false R48.htm 0000048 - Disclosure - Summary of Significant Accounting Policies - Narrative (Details) Sheet http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails Summary of Significant Accounting Policies - Narrative (Details) Details 48 false false R49.htm 0000049 - Disclosure - Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details) Sheet http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesSummaryofUncollectibleAccountsDetails Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details) Details 49 false false R50.htm 0000050 - Disclosure - Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) Sheet http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) Details 50 false false R51.htm 0000051 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details) Sheet http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details) Details http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestTables 51 false false R52.htm 0000052 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest - Financial Assets Measured At Fair Value (Details) Sheet http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestFinancialAssetsMeasuredAtFairValueDetails Variable Interest Entity and Redeemable Non-Controlling Interest - Financial Assets Measured At Fair Value (Details) Details 52 false false R53.htm 0000053 - Disclosure - Fair Value Measurements - Summary of Financial Assets (Details) Sheet http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails Fair Value Measurements - Summary of Financial Assets (Details) Details 53 false false R54.htm 0000054 - Disclosure - Revenues - Revenue By Geographic Region (Details) Sheet http://www.ncino.com/role/RevenuesRevenueByGeographicRegionDetails Revenues - Revenue By Geographic Region (Details) Details 54 false false R55.htm 0000055 - Disclosure - Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details) Sheet http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details) Details 55 false false R56.htm 0000056 - Disclosure - Revenues - Narrative (Details) Sheet http://www.ncino.com/role/RevenuesNarrativeDetails Revenues - Narrative (Details) Details 56 false false R57.htm 0000057 - Disclosure - Property and Equipment - Property and equipment, net (Details) Sheet http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails Property and Equipment - Property and equipment, net (Details) Details 57 false false R58.htm 0000058 - Disclosure - Property and Equipment - Depreciation Expense (Details) Sheet http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails Property and Equipment - Depreciation Expense (Details) Details 58 false false R59.htm 0000059 - Disclosure - Property and Equipment - Property, Plant and Equipment by Geographic Location (Details) Sheet http://www.ncino.com/role/PropertyandEquipmentPropertyPlantandEquipmentbyGeographicLocationDetails Property and Equipment - Property, Plant and Equipment by Geographic Location (Details) Details 59 false false R60.htm 0000060 - Disclosure - Business Combinations - Narrative (Details) Sheet http://www.ncino.com/role/BusinessCombinationsNarrativeDetails Business Combinations - Narrative (Details) Details 60 false false R61.htm 0000061 - Disclosure - Business Combinations - Consideration Transferred (Details) Sheet http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails Business Combinations - Consideration Transferred (Details) Details 61 false false R62.htm 0000062 - Disclosure - Business Combinations - Summary Of Net Assets Acquired (Details) Sheet http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails Business Combinations - Summary Of Net Assets Acquired (Details) Details 62 false false R63.htm 0000063 - Disclosure - Business Combinations - Components of Identifiable Intangible Assets (Details) Sheet http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails Business Combinations - Components of Identifiable Intangible Assets (Details) Details 63 false false R64.htm 0000064 - Disclosure - Business Combinations - Pro Forma Information (Details) Sheet http://www.ncino.com/role/BusinessCombinationsProFormaInformationDetails Business Combinations - Pro Forma Information (Details) Details 64 false false R65.htm 0000065 - Disclosure - Goodwill and Intangible Assets - Schedule of Goodwill (Details) Sheet http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofGoodwillDetails Goodwill and Intangible Assets - Schedule of Goodwill (Details) Details 65 false false R66.htm 0000066 - Disclosure - Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) Sheet http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) Details 66 false false R67.htm 0000067 - Disclosure - Goodwill and Intangible Assets - Amortization Expense (Details) Sheet http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails Goodwill and Intangible Assets - Amortization Expense (Details) Details 67 false false R68.htm 0000068 - Disclosure - Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) Sheet http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) Details 68 false false R69.htm 0000069 - Disclosure - Reseller Agreement - Narrative (Details) Sheet http://www.ncino.com/role/ResellerAgreementNarrativeDetails Reseller Agreement - Narrative (Details) Details 69 false false R70.htm 0000070 - Disclosure - Stockholders??? Equity - Narrative (Details) Sheet http://www.ncino.com/role/StockholdersEquityNarrativeDetails Stockholders??? Equity - Narrative (Details) Details 70 false false R71.htm 0000071 - Disclosure - Stockholders??? Equity - Common Stock Future Issuance (Details) Sheet http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails Stockholders??? Equity - Common Stock Future Issuance (Details) Details 71 false false R72.htm 0000072 - Disclosure - Stock-Based Compensation - Narrative (Details) Sheet http://www.ncino.com/role/StockBasedCompensationNarrativeDetails Stock-Based Compensation - Narrative (Details) Details 72 false false R73.htm 0000073 - Disclosure - Stock-Based Compensation - Stock Option Activity (Details) Sheet http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails Stock-Based Compensation - Stock Option Activity (Details) Details 73 false false R74.htm 0000074 - Disclosure - Stock-Based Compensation - RSUs Activity (Details) Sheet http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails Stock-Based Compensation - RSUs Activity (Details) Details 74 false false R75.htm 0000075 - Disclosure - Stock-Based Compensation - Stock Option Valuation Assumptions (Details) Sheet http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails Stock-Based Compensation - Stock Option Valuation Assumptions (Details) Details 75 false false R76.htm 0000076 - Disclosure - Stock-Based Compensation - Schedule of Compensation Expense (Details) Sheet http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails Stock-Based Compensation - Schedule of Compensation Expense (Details) Details 76 false false R77.htm 0000077 - Disclosure - Income Taxes - Income (Loss) Before Income Taxes (Details) Sheet http://www.ncino.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails Income Taxes - Income (Loss) Before Income Taxes (Details) Details 77 false false R78.htm 0000078 - Disclosure - Income Taxes - Provision (Benefit) for Income Tax (Details) Sheet http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails Income Taxes - Provision (Benefit) for Income Tax (Details) Details 78 false false R79.htm 0000079 - Disclosure - Income Taxes - Reconciliation of Effective Tax Rate to U.S. Federal Statutory Rate (Details) Sheet http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails Income Taxes - Reconciliation of Effective Tax Rate to U.S. Federal Statutory Rate (Details) Details 79 false false R80.htm 0000080 - Disclosure - Income Taxes - Significant components of Deferred Tax Assets And Liabilities (Details) Sheet http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails Income Taxes - Significant components of Deferred Tax Assets And Liabilities (Details) Details 80 false false R81.htm 0000081 - Disclosure - Income Taxes - Net Deferred Tax Asset (Liability) (Details) Sheet http://www.ncino.com/role/IncomeTaxesNetDeferredTaxAssetLiabilityDetails Income Taxes - Net Deferred Tax Asset (Liability) (Details) Details 81 false false R82.htm 0000082 - Disclosure - Income Taxes - Narrative (Details) Sheet http://www.ncino.com/role/IncomeTaxesNarrativeDetails Income Taxes - Narrative (Details) Details 82 false false R83.htm 0000083 - Disclosure - Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Details) Sheet http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Details) Details 83 false false R84.htm 0000084 - Disclosure - Defined Contribution Plan (Details) Sheet http://www.ncino.com/role/DefinedContributionPlanDetails Defined Contribution Plan (Details) Details http://www.ncino.com/role/DefinedContributionPlan 84 false false R85.htm 0000085 - Disclosure - Leases - Narrative (Details) Sheet http://www.ncino.com/role/LeasesNarrativeDetails Leases - Narrative (Details) Details 85 false false R86.htm 0000086 - Disclosure - Leases - Components of Lease Expense (Details) Sheet http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails Leases - Components of Lease Expense (Details) Details 86 false false R87.htm 0000087 - Disclosure - Leases - Supplemental Cash Flow Information (Details) Sheet http://www.ncino.com/role/LeasesSupplementalCashFlowInformationDetails Leases - Supplemental Cash Flow Information (Details) Details 87 false false R88.htm 0000088 - Disclosure - Leases - Future Minimum Lease Payments (Details) Sheet http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails Leases - Future Minimum Lease Payments (Details) Details 88 false false R89.htm 0000089 - Disclosure - Revolving Credit Facility (Details) Sheet http://www.ncino.com/role/RevolvingCreditFacilityDetails Revolving Credit Facility (Details) Details http://www.ncino.com/role/RevolvingCreditFacility 89 false false R90.htm 0000090 - Disclosure - Commitment and Contingencies - Narrative (Details) Sheet http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails Commitment and Contingencies - Narrative (Details) Details 90 false false R91.htm 0000091 - Disclosure - Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details) Sheet http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details) Details 91 false false R92.htm 0000092 - Disclosure - Related-Party Transactions (Details) Sheet http://www.ncino.com/role/RelatedPartyTransactionsDetails Related-Party Transactions (Details) Details http://www.ncino.com/role/RelatedPartyTransactions 92 false false R93.htm 0000093 - Disclosure - Basic and Diluted Loss per Share - Components of Basic and Diluted Loss Per Share (Details) Sheet http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails Basic and Diluted Loss per Share - Components of Basic and Diluted Loss Per Share (Details) Details 93 false false R94.htm 0000094 - Disclosure - Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details) Sheet http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details) Details 94 false false R95.htm 0000095 - Disclosure - Restructuring - Narrative (Details) Sheet http://www.ncino.com/role/RestructuringNarrativeDetails Restructuring - Narrative (Details) Details 95 false false R96.htm 0000096 - Disclosure - Restructuring - Restructuring Charges (Details) Sheet http://www.ncino.com/role/RestructuringRestructuringChargesDetails Restructuring - Restructuring Charges (Details) Details 96 false false R97.htm 0000097 - Disclosure - SEC Schedule, Article 12-09, Valuation and Qualifying Accounts (Details) Sheet http://www.ncino.com/role/SECScheduleArticle1209ValuationandQualifyingAccountsDetails SEC Schedule, Article 12-09, Valuation and Qualifying Accounts (Details) Details 97 false false All Reports Book All Reports [dq-0542-Deprecated-Concept] Concept RevenueFromRelatedParties in us-gaap/2022 used in 4 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. ncno-20230131.htm 4 [dq-0542-Deprecated-Concept] Concept RelatedPartyCosts in us-gaap/2022 used in 5 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. ncno-20230131.htm 4 [dq-0542-Deprecated-Concept] Concept RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty in us-gaap/2022 used in 2 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. ncno-20230131.htm 4 [dq-0542-Deprecated-Concept] Concept InterestIncomeRelatedParty in us-gaap/2022 used in 1 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. ncno-20230131.htm 4 [ix-0514-Hidden-Fact-Eligible-For-Transform] WARN: 2 fact(s) appearing in ix:hidden were eligible for transformation: us-gaap:CapitalizedContractCostAmortizationPeriod - ncno-20230131.htm 4 ncno-20230131.htm exhibit1025firstamendmentt.htm exhibit1026thirdamendmentt.htm exhibit107amendedandrestat.htm exhibit108employmentagreem.htm exhibit109employmentagreem.htm exhibit211fy202310k.htm exhibit231fy202310k.htm exhibit311fy202310k.htm exhibit312fy202310k.htm exhibit321fy202310k.htm exhibit322fy202310k.htm exhibit411descriptionofcom.htm ncno-20230131.xsd ncno-20230131_cal.xml ncno-20230131_def.xml ncno-20230131_lab.xml ncno-20230131_pre.xml ncno-20230131_g1.jpg ncno-20230131_g2.jpg http://fasb.org/srt/2022 http://fasb.org/us-gaap/2022 http://xbrl.sec.gov/dei/2022 true true JSON 125 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "ncno-20230131.htm": { "axisCustom": 0, "axisStandard": 32, "baseTaxonomies": { "http://fasb.org/srt/2022": 2, "http://fasb.org/us-gaap/2022": 1099, "http://xbrl.sec.gov/dei/2022": 39 }, "contextCount": 240, "dts": { "calculationLink": { "local": [ "ncno-20230131_cal.xml" ] }, "definitionLink": { "local": [ "ncno-20230131_def.xml" ] }, "inline": { "local": [ "ncno-20230131.htm" ] }, "labelLink": { "local": [ "ncno-20230131_lab.xml" ] }, "presentationLink": { "local": [ "ncno-20230131_pre.xml" ] }, "schema": { "local": [ "ncno-20230131.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-roles-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-types-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-gaap-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-roles-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-types-2022.xsd", "https://xbrl.sec.gov/country/2022/country-2022.xsd", "https://xbrl.sec.gov/dei/2022/dei-2022.xsd" ] } }, "elementCount": 744, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2022": 2, "http://xbrl.sec.gov/dei/2022": 4, "total": 6 }, "keyCustom": 55, "keyStandard": 451, "memberCustom": 24, "memberStandard": 48, "nsprefix": "ncno", "nsuri": "http://www.ncino.com/20230131", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0000001 - Document - Cover", "menuCat": "Cover", "order": "1", "role": "http://www.ncino.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000010 - Statement - Consolidated Statement of Cash Flows", "menuCat": "Statements", "order": "10", "role": "http://www.ncino.com/role/ConsolidatedStatementofCashFlows", "shortName": "Consolidated Statement of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "ncno:NetIncomeLossAttributableToRedeemableNoncontrollingInterestNetOfAdjustment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsToAcquireInvestments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000011 - Statement - Consolidated Statements of Cash Flows - (Parenthetical)", "menuCat": "Statements", "order": "11", "role": "http://www.ncino.com/role/ConsolidatedStatementsofCashFlowsParenthetical", "shortName": "Consolidated Statements of Cash Flows - (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ic60d6c0bf7b7418aa32dbc4e26ba0c9c_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:PaymentsToAcquireInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000012 - Disclosure - Organization and Description of Business", "menuCat": "Notes", "order": "12", "role": "http://www.ncino.com/role/OrganizationandDescriptionofBusiness", "shortName": "Organization and Description of Business", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000013 - Disclosure - Summary of Significant Accounting Policies", "menuCat": "Notes", "order": "13", "role": "http://www.ncino.com/role/SummaryofSignificantAccountingPolicies", "shortName": "Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "ncno:TemporaryEquityVariableInterestEntitiesAndRedeemableNoncontrollingInterestTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000014 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest", "menuCat": "Notes", "order": "14", "role": "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterest", "shortName": "Variable Interest Entity and Redeemable Non-Controlling Interest", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "ncno:TemporaryEquityVariableInterestEntitiesAndRedeemableNoncontrollingInterestTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000015 - Disclosure - Fair Value Measurements", "menuCat": "Notes", "order": "15", "role": "http://www.ncino.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000016 - Disclosure - Revenues", "menuCat": "Notes", "order": "16", "role": "http://www.ncino.com/role/Revenues", "shortName": "Revenues", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000017 - Disclosure - Property and Equipment", "menuCat": "Notes", "order": "17", "role": "http://www.ncino.com/role/PropertyandEquipment", "shortName": "Property and Equipment", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000018 - Disclosure - Business Combinations", "menuCat": "Notes", "order": "18", "role": "http://www.ncino.com/role/BusinessCombinations", "shortName": "Business Combinations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000019 - Disclosure - Goodwill and Intangible Assets", "menuCat": "Notes", "order": "19", "role": "http://www.ncino.com/role/GoodwillandIntangibleAssets", "shortName": "Goodwill and Intangible Assets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "0000002 - Document - Audit Information", "menuCat": "Cover", "order": "2", "role": "http://www.ncino.com/role/AuditInformation", "shortName": "Audit Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "ncno:ResellerAgreementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000020 - Disclosure - Reseller Agreement", "menuCat": "Notes", "order": "20", "role": "http://www.ncino.com/role/ResellerAgreement", "shortName": "Reseller Agreement", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "ncno:ResellerAgreementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000021 - Disclosure - Stockholders\u2019 Equity", "menuCat": "Notes", "order": "21", "role": "http://www.ncino.com/role/StockholdersEquity", "shortName": "Stockholders\u2019 Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000022 - Disclosure - Stock-Based Compensation", "menuCat": "Notes", "order": "22", "role": "http://www.ncino.com/role/StockBasedCompensation", "shortName": "Stock-Based Compensation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000023 - Disclosure - Income Taxes", "menuCat": "Notes", "order": "23", "role": "http://www.ncino.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000024 - Disclosure - Defined Contribution Plan", "menuCat": "Notes", "order": "24", "role": "http://www.ncino.com/role/DefinedContributionPlan", "shortName": "Defined Contribution Plan", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000025 - Disclosure - Leases", "menuCat": "Notes", "order": "25", "role": "http://www.ncino.com/role/Leases", "shortName": "Leases", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000026 - Disclosure - Revolving Credit Facility", "menuCat": "Notes", "order": "26", "role": "http://www.ncino.com/role/RevolvingCreditFacility", "shortName": "Revolving Credit Facility", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000027 - Disclosure - Commitment and Contingencies", "menuCat": "Notes", "order": "27", "role": "http://www.ncino.com/role/CommitmentandContingencies", "shortName": "Commitment and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000028 - Disclosure - Related-Party Transactions", "menuCat": "Notes", "order": "28", "role": "http://www.ncino.com/role/RelatedPartyTransactions", "shortName": "Related-Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000029 - Disclosure - Basic and Diluted Loss per Share", "menuCat": "Notes", "order": "29", "role": "http://www.ncino.com/role/BasicandDilutedLossperShare", "shortName": "Basic and Diluted Loss per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000003 - Statement - Consolidated Balance Sheets", "menuCat": "Statements", "order": "3", "role": "http://www.ncino.com/role/ConsolidatedBalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CapitalizedContractCostNetCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000030 - Disclosure - Restructuring", "menuCat": "Notes", "order": "30", "role": "http://www.ncino.com/role/Restructuring", "shortName": "Restructuring", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000031 - Disclosure - Schedule II Valuation and Qualifying Accounts", "menuCat": "Notes", "order": "31", "role": "http://www.ncino.com/role/ScheduleIIValuationandQualifyingAccounts", "shortName": "Schedule II Valuation and Qualifying Accounts", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000032 - Disclosure - Summary of Significant Accounting Policies (Policies)", "menuCat": "Policies", "order": "32", "role": "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies", "shortName": "Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableAllowanceForCreditLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000033 - Disclosure - Summary of Significant Accounting Policies (Tables)", "menuCat": "Tables", "order": "33", "role": "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesTables", "shortName": "Summary of Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableAllowanceForCreditLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RedeemableNoncontrollingInterestTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000034 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest (Tables)", "menuCat": "Tables", "order": "34", "role": "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestTables", "shortName": "Variable Interest Entity and Redeemable Non-Controlling Interest (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RedeemableNoncontrollingInterestTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsMeasuredOnRecurringBasisTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000035 - Disclosure - Fair Value Measurements (Tables)", "menuCat": "Tables", "order": "35", "role": "http://www.ncino.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsMeasuredOnRecurringBasisTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000036 - Disclosure - Revenues (Tables)", "menuCat": "Tables", "order": "36", "role": "http://www.ncino.com/role/RevenuesTables", "shortName": "Revenues (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000037 - Disclosure - Property and Equipment (Tables)", "menuCat": "Tables", "order": "37", "role": "http://www.ncino.com/role/PropertyandEquipmentTables", "shortName": "Property and Equipment (Tables)", "subGroupType": "tables", "uniqueAnchor": null }, "R38": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000038 - Disclosure - Business Combinations (Tables)", "menuCat": "Tables", "order": "38", "role": "http://www.ncino.com/role/BusinessCombinationsTables", "shortName": "Business Combinations (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000039 - Disclosure - Goodwill and Intangible Assets (Tables)", "menuCat": "Tables", "order": "39", "role": "http://www.ncino.com/role/GoodwillandIntangibleAssetsTables", "shortName": "Goodwill and Intangible Assets (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000004 - Statement - Consolidated Balance Sheets - (Parenthetical)", "menuCat": "Statements", "order": "4", "role": "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "shortName": "Consolidated Balance Sheets - (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:PreferredStockSharesIssued", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000040 - Disclosure - Stockholders\u2019 Equity (Tables)", "menuCat": "Tables", "order": "40", "role": "http://www.ncino.com/role/StockholdersEquityTables", "shortName": "Stockholders\u2019 Equity (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000041 - Disclosure - Stock-Based Compensation (Tables)", "menuCat": "Tables", "order": "41", "role": "http://www.ncino.com/role/StockBasedCompensationTables", "shortName": "Stock-Based Compensation (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000042 - Disclosure - Income Taxes (Tables)", "menuCat": "Tables", "order": "42", "role": "http://www.ncino.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000043 - Disclosure - Leases (Tables)", "menuCat": "Tables", "order": "43", "role": "http://www.ncino.com/role/LeasesTables", "shortName": "Leases (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000044 - Disclosure - Commitment and Contingencies (Tables)", "menuCat": "Tables", "order": "44", "role": "http://www.ncino.com/role/CommitmentandContingenciesTables", "shortName": "Commitment and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000045 - Disclosure - Basic and Diluted Loss per Share (Tables)", "menuCat": "Tables", "order": "45", "role": "http://www.ncino.com/role/BasicandDilutedLossperShareTables", "shortName": "Basic and Diluted Loss per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000046 - Disclosure - Restructuring (Tables)", "menuCat": "Tables", "order": "46", "role": "http://www.ncino.com/role/RestructuringTables", "shortName": "Restructuring (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000047 - Disclosure - Organization and Description of Business (Details)", "menuCat": "Details", "order": "47", "role": "http://www.ncino.com/role/OrganizationandDescriptionofBusinessDetails", "shortName": "Organization and Description of Business (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R48": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000048 - Disclosure - Summary of Significant Accounting Policies - Narrative (Details)", "menuCat": "Details", "order": "48", "role": "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails", "shortName": "Summary of Significant Accounting Policies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "us-gaap:SegmentReportingPolicyPolicyTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:NumberOfOperatingSegments", "reportCount": 1, "unique": true, "unitRef": "segment", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:AccountsReceivableAllowanceForCreditLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i9d9f26228a044d1daa56987bcb5e2198_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000049 - Disclosure - Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details)", "menuCat": "Details", "order": "49", "role": "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesSummaryofUncollectibleAccountsDetails", "shortName": "Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:AccountsReceivableAllowanceForCreditLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "id4e5b9f095cb4cee9fa4a2bd25d9ca73_I20200131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000005 - Statement - Consolidated Statements of Operations", "menuCat": "Statements", "order": "5", "role": "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "shortName": "Consolidated Statements of Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CostOfGoodsAndServicesSold", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "div", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iabe554053a84415fa528f0d8433a2547_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000050 - Disclosure - Summary of Significant Accounting Policies - Property, Plant and Equipment (Details)", "menuCat": "Details", "order": "50", "role": "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails", "shortName": "Summary of Significant Accounting Policies - Property, Plant and Equipment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "div", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iabe554053a84415fa528f0d8433a2547_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i61dd3a5696024b0e827b4974e2224b26_D20191001-20191031", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsToMinorityShareholders", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000051 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details)", "menuCat": "Details", "order": "51", "role": "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails", "shortName": "Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i61dd3a5696024b0e827b4974e2224b26_D20191001-20191031", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsToMinorityShareholders", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RedeemableNoncontrollingInterestTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i9d9f26228a044d1daa56987bcb5e2198_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RedeemableNoncontrollingInterestEquityCarryingAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000052 - Disclosure - Variable Interest Entity and Redeemable Non-Controlling Interest - Financial Assets Measured At Fair Value (Details)", "menuCat": "Details", "order": "52", "role": "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestFinancialAssetsMeasuredAtFairValueDetails", "shortName": "Variable Interest Entity and Redeemable Non-Controlling Interest - Financial Assets Measured At Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RedeemableNoncontrollingInterestTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "id4e5b9f095cb4cee9fa4a2bd25d9ca73_I20200131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RedeemableNoncontrollingInterestEquityCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "idf28ef68db1946659ffa4750e65b6125_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OtherAssetsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000053 - Disclosure - Fair Value Measurements - Summary of Financial Assets (Details)", "menuCat": "Details", "order": "53", "role": "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails", "shortName": "Fair Value Measurements - Summary of Financial Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "idf28ef68db1946659ffa4750e65b6125_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OtherAssetsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000054 - Disclosure - Revenues - Revenue By Geographic Region (Details)", "menuCat": "Details", "order": "54", "role": "http://www.ncino.com/role/RevenuesRevenueByGeographicRegionDetails", "shortName": "Revenues - Revenue By Geographic Region (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i320070fdbdb74567864f4ec2b9014d50_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableGrossCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000055 - Disclosure - Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details)", "menuCat": "Details", "order": "55", "role": "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails", "shortName": "Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableGrossCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiabilityRevenueRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000056 - Disclosure - Revenues - Narrative (Details)", "menuCat": "Details", "order": "56", "role": "http://www.ncino.com/role/RevenuesNarrativeDetails", "shortName": "Revenues - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiabilityRevenueRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000057 - Disclosure - Property and Equipment - Property and equipment, net (Details)", "menuCat": "Details", "order": "57", "role": "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails", "shortName": "Property and Equipment - Property and equipment, net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Depreciation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000058 - Disclosure - Property and Equipment - Depreciation Expense (Details)", "menuCat": "Details", "order": "58", "role": "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "shortName": "Property and Equipment - Depreciation Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Depreciation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentNet", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000059 - Disclosure - Property and Equipment - Property, Plant and Equipment by Geographic Location (Details)", "menuCat": "Details", "order": "59", "role": "http://www.ncino.com/role/PropertyandEquipmentPropertyPlantandEquipmentbyGeographicLocationDetails", "shortName": "Property and Equipment - Property, Plant and Equipment by Geographic Location (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ibd67e9a76116487babb9c0bc2b76a54e_I20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i1c043350c1c6472ba808e6efa755123a_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000006 - Statement - Consolidated Statements of Operations - (Parenthetical)", "menuCat": "Statements", "order": "6", "role": "http://www.ncino.com/role/ConsolidatedStatementsofOperationsParenthetical", "shortName": "Consolidated Statements of Operations - (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i1c043350c1c6472ba808e6efa755123a_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ief2bb41598014209ab3a50f41a3b27dd_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000060 - Disclosure - Business Combinations - Narrative (Details)", "menuCat": "Details", "order": "60", "role": "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "shortName": "Business Combinations - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i8d952d1bd92f44158bc5af323ad79f56_I20220107", "decimals": "-5", "lang": "en-US", "name": "us-gaap:BusinessAcquisitionCostOfAcquiredEntityTransactionCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ifde06514ef8f495eb8069079200a9081_D20220107-20220107", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsToAcquireBusinessesGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000061 - Disclosure - Business Combinations - Consideration Transferred (Details)", "menuCat": "Details", "order": "61", "role": "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "shortName": "Business Combinations - Consideration Transferred (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ifde06514ef8f495eb8069079200a9081_D20220107-20220107", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsToAcquireBusinessesGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000062 - Disclosure - Business Combinations - Summary Of Net Assets Acquired (Details)", "menuCat": "Details", "order": "62", "role": "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails", "shortName": "Business Combinations - Summary Of Net Assets Acquired (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i8d952d1bd92f44158bc5af323ad79f56_I20220107", "decimals": "-3", "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ifde06514ef8f495eb8069079200a9081_D20220107-20220107", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FinitelivedIntangibleAssetsAcquired1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000063 - Disclosure - Business Combinations - Components of Identifiable Intangible Assets (Details)", "menuCat": "Details", "order": "63", "role": "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails", "shortName": "Business Combinations - Components of Identifiable Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ifde06514ef8f495eb8069079200a9081_D20220107-20220107", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FinitelivedIntangibleAssetsAcquired1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ief2bb41598014209ab3a50f41a3b27dd_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000064 - Disclosure - Business Combinations - Pro Forma Information (Details)", "menuCat": "Details", "order": "64", "role": "http://www.ncino.com/role/BusinessCombinationsProFormaInformationDetails", "shortName": "Business Combinations - Pro Forma Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ief2bb41598014209ab3a50f41a3b27dd_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i9d9f26228a044d1daa56987bcb5e2198_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000065 - Disclosure - Goodwill and Intangible Assets - Schedule of Goodwill (Details)", "menuCat": "Details", "order": "65", "role": "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofGoodwillDetails", "shortName": "Goodwill and Intangible Assets - Schedule of Goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ief2bb41598014209ab3a50f41a3b27dd_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GoodwillAcquiredDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000066 - Disclosure - Goodwill and Intangible Assets - Schedule of Intangible Assets (Details)", "menuCat": "Details", "order": "66", "role": "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails", "shortName": "Goodwill and Intangible Assets - Schedule of Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000067 - Disclosure - Goodwill and Intangible Assets - Amortization Expense (Details)", "menuCat": "Details", "order": "67", "role": "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails", "shortName": "Goodwill and Intangible Assets - Amortization Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000068 - Disclosure - Goodwill and Intangible Assets - Expected Future Amortization Expense (Details)", "menuCat": "Details", "order": "68", "role": "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails", "shortName": "Goodwill and Intangible Assets - Expected Future Amortization Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i84da434f37654c7aa1e93ed1eccc26f3_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000069 - Disclosure - Reseller Agreement - Narrative (Details)", "menuCat": "Details", "order": "69", "role": "http://www.ncino.com/role/ResellerAgreementNarrativeDetails", "shortName": "Reseller Agreement - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i84da434f37654c7aa1e93ed1eccc26f3_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000007 - Statement - Consolidated Statement of Comprehensive Loss", "menuCat": "Statements", "order": "7", "role": "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss", "shortName": "Consolidated Statement of Comprehensive Loss", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockSharesAuthorized", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000070 - Disclosure - Stockholders\u2019 Equity - Narrative (Details)", "menuCat": "Details", "order": "70", "role": "http://www.ncino.com/role/StockholdersEquityNarrativeDetails", "shortName": "Stockholders\u2019 Equity - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000071 - Disclosure - Stockholders\u2019 Equity - Common Stock Future Issuance (Details)", "menuCat": "Details", "order": "71", "role": "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails", "shortName": "Stockholders\u2019 Equity - Common Stock Future Issuance (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfStockByClassTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "INF", "lang": "en-US", "name": "ncno:CommonStockPossibleIssuanceOfCapitalShares", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "ncno:NumberOfEquityIncentivePlans", "reportCount": 1, "unique": true, "unitRef": "plan", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000072 - Disclosure - Stock-Based Compensation - Narrative (Details)", "menuCat": "Details", "order": "72", "role": "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "shortName": "Stock-Based Compensation - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "ncno:NumberOfEquityIncentivePlans", "reportCount": 1, "unique": true, "unitRef": "plan", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i9d9f26228a044d1daa56987bcb5e2198_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000073 - Disclosure - Stock-Based Compensation - Stock Option Activity (Details)", "menuCat": "Details", "order": "73", "role": "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails", "shortName": "Stock-Based Compensation - Stock Option Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i6e5ef47a3c894886a4ff777b5f6da790_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000074 - Disclosure - Stock-Based Compensation - RSUs Activity (Details)", "menuCat": "Details", "order": "74", "role": "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails", "shortName": "Stock-Based Compensation - RSUs Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i2b9517d1270a40fdbd49a705b04d3f24_D20220201-20230131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ia1d913dd010c455da97b9c3b69fa0690_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000075 - Disclosure - Stock-Based Compensation - Stock Option Valuation Assumptions (Details)", "menuCat": "Details", "order": "75", "role": "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails", "shortName": "Stock-Based Compensation - Stock Option Valuation Assumptions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ia1d913dd010c455da97b9c3b69fa0690_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000076 - Disclosure - Stock-Based Compensation - Schedule of Compensation Expense (Details)", "menuCat": "Details", "order": "76", "role": "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails", "shortName": "Stock-Based Compensation - Schedule of Compensation Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-5", "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000077 - Disclosure - Income Taxes - Income (Loss) Before Income Taxes (Details)", "menuCat": "Details", "order": "77", "role": "http://www.ncino.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails", "shortName": "Income Taxes - Income (Loss) Before Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000078 - Disclosure - Income Taxes - Provision (Benefit) for Income Tax (Details)", "menuCat": "Details", "order": "78", "role": "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails", "shortName": "Income Taxes - Provision (Benefit) for Income Tax (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000079 - Disclosure - Income Taxes - Reconciliation of Effective Tax Rate to U.S. Federal Statutory Rate (Details)", "menuCat": "Details", "order": "79", "role": "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails", "shortName": "Income Taxes - Reconciliation of Effective Tax Rate to U.S. Federal Statutory Rate (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ic98b0a8b24c94848b2e429ea7a26375a_I20200131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:SharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000008 - Statement - Consolidated Statements of Stockholders\u2019 Equity", "menuCat": "Statements", "order": "8", "role": "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity", "shortName": "Consolidated Statements of Stockholders\u2019 Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ic98b0a8b24c94848b2e429ea7a26375a_I20200131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:SharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000080 - Disclosure - Income Taxes - Significant components of Deferred Tax Assets And Liabilities (Details)", "menuCat": "Details", "order": "80", "role": "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails", "shortName": "Income Taxes - Significant components of Deferred Tax Assets And Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredIncomeTaxAssetsNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000081 - Disclosure - Income Taxes - Net Deferred Tax Asset (Liability) (Details)", "menuCat": "Details", "order": "81", "role": "http://www.ncino.com/role/IncomeTaxesNetDeferredTaxAssetLiabilityDetails", "shortName": "Income Taxes - Net Deferred Tax Asset (Liability) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredIncomeTaxAssetsNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i9d9f26228a044d1daa56987bcb5e2198_I20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "ncno:DeferredTaxLiabilitiesNetAdjustedAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000082 - Disclosure - Income Taxes - Narrative (Details)", "menuCat": "Details", "order": "82", "role": "http://www.ncino.com/role/IncomeTaxesNarrativeDetails", "shortName": "Income Taxes - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i9d9f26228a044d1daa56987bcb5e2198_I20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "ncno:DeferredTaxLiabilitiesNetAdjustedAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsTaxCreditCarryforwards", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000083 - Disclosure - Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Details)", "menuCat": "Details", "order": "83", "role": "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails", "shortName": "Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:SummaryOfOperatingLossCarryforwardsTextBlock", "us-gaap:SummaryOfTaxCreditCarryforwardsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i520fbec3d28244deba162b58ad6db599_I20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsTaxCreditCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000084 - Disclosure - Defined Contribution Plan (Details)", "menuCat": "Details", "order": "84", "role": "http://www.ncino.com/role/DefinedContributionPlanDetails", "shortName": "Defined Contribution Plan (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseTermOfContract", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000085 - Disclosure - Leases - Narrative (Details)", "menuCat": "Details", "order": "85", "role": "http://www.ncino.com/role/LeasesNarrativeDetails", "shortName": "Leases - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseTermOfContract", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000086 - Disclosure - Leases - Components of Lease Expense (Details)", "menuCat": "Details", "order": "86", "role": "http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails", "shortName": "Leases - Components of Lease Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000087 - Disclosure - Leases - Supplemental Cash Flow Information (Details)", "menuCat": "Details", "order": "87", "role": "http://www.ncino.com/role/LeasesSupplementalCashFlowInformationDetails", "shortName": "Leases - Supplemental Cash Flow Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000088 - Disclosure - Leases - Future Minimum Lease Payments (Details)", "menuCat": "Details", "order": "88", "role": "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails", "shortName": "Leases - Future Minimum Lease Payments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i5814e61ecb0d40209cccf9c63e4ae6ec_I20220211", "decimals": "-5", "first": true, "lang": "en-US", "name": "ncno:FinancialCovenantsRequiredMinimumConsolidatedLiquidity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000089 - Disclosure - Revolving Credit Facility (Details)", "menuCat": "Details", "order": "89", "role": "http://www.ncino.com/role/RevolvingCreditFacilityDetails", "shortName": "Revolving Credit Facility (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i5814e61ecb0d40209cccf9c63e4ae6ec_I20220211", "decimals": "-5", "first": true, "lang": "en-US", "name": "ncno:FinancialCovenantsRequiredMinimumConsolidatedLiquidity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ief2bb41598014209ab3a50f41a3b27dd_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000009 - Statement - Consolidated Statements of Stockholders\u2019 Equity - (Parenthetical)", "menuCat": "Statements", "order": "9", "role": "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquityParenthetical", "shortName": "Consolidated Statements of Stockholders\u2019 Equity - (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R90": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseLiability", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000090 - Disclosure - Commitment and Contingencies - Narrative (Details)", "menuCat": "Details", "order": "90", "role": "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails", "shortName": "Commitment and Contingencies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ifca8df5bc17a4475bc02a2d00ece32f0_I20201130", "decimals": "-5", "lang": "en-US", "name": "us-gaap:FinanceLeaseRightOfUseAssetBeforeAccumulatedAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligationDueInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000091 - Disclosure - Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details)", "menuCat": "Details", "order": "91", "role": "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails", "shortName": "Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligationDueInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R92": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i259e33187c3e48a88476545db1148166_D20221201-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "ncno:RelatedPartyNonCancellableAgreementRenewalTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000092 - Disclosure - Related-Party Transactions (Details)", "menuCat": "Details", "order": "92", "role": "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "shortName": "Related-Party Transactions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i259e33187c3e48a88476545db1148166_D20221201-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "ncno:RelatedPartyNonCancellableAgreementRenewalTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R93": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000093 - Disclosure - Basic and Diluted Loss per Share - Components of Basic and Diluted Loss Per Share (Details)", "menuCat": "Details", "order": "93", "role": "http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails", "shortName": "Basic and Diluted Loss per Share - Components of Basic and Diluted Loss Per Share (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R94": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i77c05077e0da4b67a600f32635f30996_D20220201-20230131", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000094 - Disclosure - Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details)", "menuCat": "Details", "order": "94", "role": "http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails", "shortName": "Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i77c05077e0da4b67a600f32635f30996_D20220201-20230131", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R95": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ia7ca10518a354ad9a636e15d3939a503_D20230118-20230118", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedCostNumberOfPositionsEliminatedPeriodPercent", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000095 - Disclosure - Restructuring - Narrative (Details)", "menuCat": "Details", "order": "95", "role": "http://www.ncino.com/role/RestructuringNarrativeDetails", "shortName": "Restructuring - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "ia7ca10518a354ad9a636e15d3939a503_D20230118-20230118", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedCostNumberOfPositionsEliminatedPeriodPercent", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R96": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000096 - Disclosure - Restructuring - Restructuring Charges (Details)", "menuCat": "Details", "order": "96", "role": "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "shortName": "Restructuring - Restructuring Charges (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "i4e2b3cc876d54a759db8f07653b88862_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R97": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "iebeeaa5322374fecb823d4041643ba5e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000097 - Disclosure - SEC Schedule, Article 12-09, Valuation and Qualifying Accounts (Details)", "menuCat": "Details", "order": "97", "role": "http://www.ncino.com/role/SECScheduleArticle1209ValuationandQualifyingAccountsDetails", "shortName": "SEC Schedule, Article 12-09, Valuation and Qualifying Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "ncno-20230131.htm", "contextRef": "id4e5b9f095cb4cee9fa4a2bd25d9ca73_I20200131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } } }, "segmentCount": 77, "tag": { "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "United States" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyPlantandEquipmentbyGeographicLocationDetails", "http://www.ncino.com/role/RevenuesRevenueByGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r709", "r710", "r711" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID", "terseLabel": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/AuditInformation" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r709", "r710", "r711" ], "lang": { "en-us": { "role": { "label": "Auditor Location", "terseLabel": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r709", "r710", "r711" ], "lang": { "en-us": { "role": { "label": "Auditor Name", "terseLabel": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2022", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r709", "r710", "r711" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r712" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r707" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r706" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r706" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r706" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r713" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r706" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r706" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r706" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r706" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r714" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r709", "r710", "r711" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r705" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r708" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.ncino.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "ncno_A2014EquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2014 Equity Incentive Plan", "label": "2014 Equity Incentive Plan [Member]", "terseLabel": "2014 Equity Incentive Plan" } } }, "localname": "A2014EquityIncentivePlanMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_A2019EquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2019 Equity Incentive Plan", "label": "2019 Equity Incentive Plan [Member]", "terseLabel": "2019 Equity Incentive Plan" } } }, "localname": "A2019EquityIncentivePlanMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_AccountsReceivableCurrencyTranslationGainLoss": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accounts Receivable, Currency Translation Gain (Loss)", "label": "Accounts Receivable, Currency Translation Gain (Loss)", "negatedTerseLabel": "Translation adjustments" } } }, "localname": "AccountsReceivableCurrencyTranslationGainLoss", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesSummaryofUncollectibleAccountsDetails" ], "xbrltype": "monetaryItemType" }, "ncno_AccruedPurchasePriceRelatedToAcquisition": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accrued Purchase Price Related to Acquisition", "label": "Accrued Purchase Price Related to Acquisition", "terseLabel": "Accrued purchase price related to acquisitions" } } }, "localname": "AccruedPurchasePriceRelatedToAcquisition", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_AgreementForPurchaseOfServiceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agreement For Purchase Of Service", "label": "Agreement For Purchase Of Service [Member]", "terseLabel": "Agreement For Purchase Of Service" } } }, "localname": "AgreementForPurchaseOfServiceMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "ncno_ApitureIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Apiture, Inc", "label": "Apiture, Inc [Member]", "terseLabel": "Apiture, Inc" } } }, "localname": "ApitureIncMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_AuditInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Audit Information", "label": "Audit Information [Abstract]" } } }, "localname": "AuditInformationAbstract", "nsuri": "http://www.ncino.com/20230131", "xbrltype": "stringItemType" }, "ncno_BankOfAmericaNAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bank of America, NA", "label": "Bank of America, NA [Member]", "terseLabel": "Bank of America, NA" } } }, "localname": "BankOfAmericaNAMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "ncno_BankingRelationshipMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Banking Relationship", "label": "Banking Relationship [Member]", "terseLabel": "Banking Relationship" } } }, "localname": "BankingRelationshipMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "ncno_BloombergShortTermBankYieldIndexMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bloomberg Short Term Bank Yield Index", "label": "Bloomberg Short Term Bank Yield Index [Member]", "terseLabel": "Bloomberg Short Term Bank Yield Index" } } }, "localname": "BloombergShortTermBankYieldIndexMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "ncno_BuildingLeasedFacilityAcquiredThroughFinancingObligation": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Building-Leased Facility Acquired Through Financing Obligation", "label": "Building-Leased Facility Acquired Through Financing Obligation", "terseLabel": "Building-leased facility acquired through financing obligation" } } }, "localname": "BuildingLeasedFacilityAcquiredThroughFinancingObligation", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_BusinessAcquisitionPurchaseAccountingAdjustments": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Purchase Accounting Adjustments", "label": "Business Acquisition, Purchase Accounting Adjustments", "terseLabel": "Measurement period adjustment relating to business acquisition" } } }, "localname": "BusinessAcquisitionPurchaseAccountingAdjustments", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_BusinessAcquisitionVolumeWeightedAveragePricePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Volume Weighted Average Price, Period", "label": "Business Acquisition, Volume Weighted Average Price, Period", "terseLabel": "Business acquisition, volume, weighted average. duration" } } }, "localname": "BusinessAcquisitionVolumeWeightedAveragePricePeriod", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "durationItemType" }, "ncno_BusinessCombinationConsiderationTransferredBeforeWorkingCapitalAdjustment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Consideration Transferred, Before Working Capital Adjustment", "label": "Business Combination, Consideration Transferred, Before Working Capital Adjustment", "terseLabel": "Business combination, consideration transferred, before working capital adjustment" } } }, "localname": "BusinessCombinationConsiderationTransferredBeforeWorkingCapitalAdjustment", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ncno_BusinessCombinationNetWorkingCapitalAdjustment": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Net Working Capital Adjustment", "label": "Business Combination, Net Working Capital Adjustment", "negatedTerseLabel": "Net working capital adjustment" } } }, "localname": "BusinessCombinationNetWorkingCapitalAdjustment", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ncno_BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentDeferredIncomeTaxes": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Income Taxes", "label": "Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Income Taxes", "terseLabel": "Business combination, provisional information, initial accounting incomplete, adjustment, deferred income taxes" } } }, "localname": "BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentDeferredIncomeTaxes", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ncno_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAccountsPayableAccruedExpensesAndOtherCurrentAndNoncurrentLiabilities": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable, Accrued Expenses And Other Current and Noncurrent Liabilities", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable, Accrued Expenses And Other Current and Noncurrent Liabilities", "negatedTerseLabel": "Accounts payable, accrued expenses, and other liabilities, current and noncurrent" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAccountsPayableAccruedExpensesAndOtherCurrentAndNoncurrentLiabilities", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "ncno_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseRightOfUseAssetsNet": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 6.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-of-Use Assets, Net", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-of-Use Assets, Net", "terseLabel": "Operating lease right-of-use assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseRightOfUseAssetsNet", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "ncno_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherAssets": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Assets", "terseLabel": "Other current and noncurrent assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherAssets", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "ncno_CommonStockPossibleIssuanceOfCapitalShares": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails": { "order": 3.0, "parentTag": "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Common Stock, Possible Issuance Of Capital Shares", "label": "Common Stock, Possible Issuance Of Capital Shares", "terseLabel": "Possible issuance under stock plans" } } }, "localname": "CommonStockPossibleIssuanceOfCapitalShares", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "ncno_ConstructionPayableEstimatedLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Construction Payable, Estimated Liability", "label": "Construction Payable, Estimated Liability", "terseLabel": "Construction payable, estimated liability" } } }, "localname": "ConstructionPayableEstimatedLiability", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ncno_ConstructionPayableNoncurrent": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Construction Payable. Noncurrent", "label": "Construction Payable. Noncurrent", "terseLabel": "Construction liability, noncurrent" } } }, "localname": "ConstructionPayableNoncurrent", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "ncno_CostAccruedRelatedToInitialPublicOfferingReclassifiedFromOtherLongTermAssetsToEquity": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cost Accrued Related to Initial Public Offering Reclassified from Other Long Term Assets to Equity", "label": "Cost Accrued Related to Initial Public Offering Reclassified from Other Long Term Assets to Equity", "terseLabel": "Costs related to initial public offering, reclassified from other long term assets to equity" } } }, "localname": "CostAccruedRelatedToInitialPublicOfferingReclassifiedFromOtherLongTermAssetsToEquity", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_CostOfGoodsAndServicesSoldLicenseAndServiceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cost of Goods and Services Sold - License And Service", "label": "Cost of Goods and Services Sold - License And Service [Member]", "terseLabel": "Cost of subscription revenues" } } }, "localname": "CostOfGoodsAndServicesSoldLicenseAndServiceMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "domainItemType" }, "ncno_CostOfGoodsAndServicesSoldProfessionalServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cost of Goods and Services Sold - Professional Services", "label": "Cost of Goods and Services Sold - Professional Services [Member]", "terseLabel": "Cost of professional services and other revenues" } } }, "localname": "CostOfGoodsAndServicesSoldProfessionalServicesMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "domainItemType" }, "ncno_DebtInstrumentCapitalStockOfForeignSubsidiariesOwnedPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Capital Stock Of Foreign Subsidiaries Owned, Percentage", "label": "Debt Instrument, Capital Stock Of Foreign Subsidiaries Owned, Percentage", "terseLabel": "Debt instrument, capital stock of foreign subsidiaries owned, percentage" } } }, "localname": "DebtInstrumentCapitalStockOfForeignSubsidiariesOwnedPercentage", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "ncno_DebtInstrumentCovenantConsolidatedLiquidityPercentOfTotalUnrestrictedAndUnencumberedCash": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Covenant, Consolidated Liquidity, Percent Of Total Unrestricted and Unencumbered Cash", "label": "Debt Instrument, Covenant, Consolidated Liquidity, Percent Of Total Unrestricted and Unencumbered Cash", "terseLabel": "Financial covenants, percent of sum of unrestricted and unencumbered cash" } } }, "localname": "DebtInstrumentCovenantConsolidatedLiquidityPercentOfTotalUnrestrictedAndUnencumberedCash", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "ncno_DeferredIncomeTaxExpenseBenefitExcludingForeignExchangeAdjustment": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Income Tax Expense (Benefit), Excluding Foreign Exchange Adjustment", "label": "Deferred Income Tax Expense (Benefit), Excluding Foreign Exchange Adjustment", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxExpenseBenefitExcludingForeignExchangeAdjustment", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_DeferredTaxAssetLeaseLiability": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Asset, Lease Liability", "label": "Deferred Tax Asset, Lease Liability", "terseLabel": "Financing obligations and lease liabilities" } } }, "localname": "DeferredTaxAssetLeaseLiability", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ncno_DeferredTaxAssetsAmountRecognized": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Amount Recognized", "label": "Deferred Tax Assets, Amount Recognized", "terseLabel": "Deferred tax assets, amount recognized" } } }, "localname": "DeferredTaxAssetsAmountRecognized", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ncno_DeferredTaxAssetsCapitalizedResearchAndExperimentalCosts": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 8.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Capitalized Research And Experimental Costs", "label": "Deferred Tax Assets, Capitalized Research And Experimental Costs", "terseLabel": "Research and development" } } }, "localname": "DeferredTaxAssetsCapitalizedResearchAndExperimentalCosts", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ncno_DeferredTaxLiabilitiesDeferredExpenseContractAcquisitionCosts": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Deferred Expense, Contract Acquisition Costs", "label": "Deferred Tax Liabilities, Deferred Expense, Contract Acquisition Costs", "negatedTerseLabel": "Contract acquisition costs" } } }, "localname": "DeferredTaxLiabilitiesDeferredExpenseContractAcquisitionCosts", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ncno_DeferredTaxLiabilitiesNetAdjustedAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Net, Adjusted Amount", "label": "Deferred Tax Liabilities, Net, Adjusted Amount", "terseLabel": "Deferred tax liabilities, net, adjusted amount" } } }, "localname": "DeferredTaxLiabilitiesNetAdjustedAmount", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ncno_EffectiveIncomeTaxRateReconciliationTransactionCostsPercent": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Transaction Costs, Percent", "label": "Effective Income Tax Rate Reconciliation, Transaction Costs, Percent", "terseLabel": "Transaction costs" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTransactionCostsPercent", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "ncno_EmployeeStockPurchasePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee Stock Purchase Plan", "label": "Employee Stock Purchase Plan [Member]", "terseLabel": "Employee Stock Purchase Plan" } } }, "localname": "EmployeeStockPurchasePlanMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_FinanceLeaseLiabilityResidualFinancingObligationsAndAssets": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails_1": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Finance Lease, Liability, Residual Financing Obligations and Assets", "label": "Finance Lease, Liability, Residual Financing Obligations and Assets", "terseLabel": "Residual financing obligations and assets" } } }, "localname": "FinanceLeaseLiabilityResidualFinancingObligationsAndAssets", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "ncno_FinancialCovenantsCreditFacilityAvailabilityThresholdAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Financial Covenants, Credit Facility Availability Threshold Amount", "label": "Financial Covenants, Credit Facility Availability Threshold Amount", "terseLabel": "Financial Covenants, Credit Facility Availability Threshold" } } }, "localname": "FinancialCovenantsCreditFacilityAvailabilityThresholdAmount", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "ncno_FinancialCovenantsRequiredMinimumCash": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Financial Covenants, Required Minimum Cash", "label": "Financial Covenants, Required Minimum Cash", "terseLabel": "Financial covenants, required minimum cash" } } }, "localname": "FinancialCovenantsRequiredMinimumCash", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "ncno_FinancialCovenantsRequiredMinimumConsolidatedLiquidity": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Financial Covenants, Required Minimum Consolidated Liquidity", "label": "Financial Covenants, Required Minimum Consolidated Liquidity", "terseLabel": "Financial covenants, required minimum consolidated liquidity" } } }, "localname": "FinancialCovenantsRequiredMinimumConsolidatedLiquidity", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "ncno_FinancialCovenantsRequiredPercentOfUnrestrictedAndUnencumberedCash": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial Covenants, Required Percent of Unrestricted and Unencumbered Cash", "label": "Financial Covenants, Required Percent of Unrestricted and Unencumbered Cash", "terseLabel": "Financial covenants, required percent of unrestricted and unencumbered cash" } } }, "localname": "FinancialCovenantsRequiredPercentOfUnrestrictedAndUnencumberedCash", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "ncno_IncreaseDecreaseInAccruedExpensesAndOtherCurrentLiabilities": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 19.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) in Accrued Expenses and Other Current Liabilities", "label": "Increase (Decrease) in Accrued Expenses and Other Current Liabilities", "terseLabel": "Accrued expenses and other current liabilities" } } }, "localname": "IncreaseDecreaseInAccruedExpensesAndOtherCurrentLiabilities", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_IncreaseDecreaseInContractWithCustomerLiabilityRelatedParties": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) in Contract with Customer, Liability, Related Parties", "label": "Increase (Decrease) in Contract with Customer, Liability, Related Parties", "terseLabel": "Deferred revenue, related parties" } } }, "localname": "IncreaseDecreaseInContractWithCustomerLiabilityRelatedParties", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_IncreaseDecreaseInCostsToObtainContracts": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) in Costs to Obtain Contracts", "label": "Increase (Decrease) in Costs to Obtain Contracts", "negatedTerseLabel": "Costs capitalized to obtain revenue contracts" } } }, "localname": "IncreaseDecreaseInCostsToObtainContracts", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_IncreaseDecreaseInDeferredRent": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) in Deferred Rent", "label": "Increase (Decrease) in Deferred Rent", "terseLabel": "Deferred rent" } } }, "localname": "IncreaseDecreaseInDeferredRent", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_IncreaseDecreaseInOperatingLeasePayments": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Operating Lease Payments", "label": "Increase (Decrease) In Operating Lease Payments", "negatedTerseLabel": "Operating lease liabilities" } } }, "localname": "IncreaseDecreaseInOperatingLeasePayments", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_LeaseExitFeesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lease Exit Fees", "label": "Lease Exit Fees [Member]", "terseLabel": "Lease exit fees" } } }, "localname": "LeaseExitFeesMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RestructuringRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "ncno_LiveOakBancsharesIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Live Oak Bancshares, Inc", "label": "Live Oak Bancshares, Inc [Member]", "terseLabel": "Live Oak Bancshares, Inc" } } }, "localname": "LiveOakBancsharesIncMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_ModificationToReduceRightOfUseAssetsAndOperatingLeaseLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Modification To Reduce Right-Of-Use Assets And Operating Lease Liabilities", "label": "Modification To Reduce Right-Of-Use Assets And Operating Lease Liabilities", "terseLabel": "Modification to reduce right-of-use assets and operating lease liabilities" } } }, "localname": "ModificationToReduceRightOfUseAssetsAndOperatingLeaseLiabilities", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/LeasesSupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "ncno_NCinoKKMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "nCino K.K.", "label": "nCino K.K. [Member]", "terseLabel": "nCino K.K" } } }, "localname": "NCinoKKMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_NetIncomeLossAdjustmentsToRedeemableNoncontrollingInterest": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Net Income (Loss), Adjustments to Redeemable Noncontrolling Interest", "label": "Net Income (Loss), Adjustments to Redeemable Noncontrolling Interest", "terseLabel": "Adjustment attributable to redeemable non-controlling interest (Note 3)" } } }, "localname": "NetIncomeLossAdjustmentsToRedeemableNoncontrollingInterest", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "ncno_NetIncomeLossAttributableToRedeemableNoncontrollingInterestNetOfAdjustment": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Net Income (Loss) Attributable to Redeemable Noncontrolling Interest, Net of Adjustment", "label": "Net Income (Loss) Attributable to Redeemable Noncontrolling Interest, Net of Adjustment", "negatedTerseLabel": "Net Income (Loss) Attributable to Redeemable Noncontrolling Interest, Net of Adjustment" } } }, "localname": "NetIncomeLossAttributableToRedeemableNoncontrollingInterestNetOfAdjustment", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_NumberOfAffiliatedEntities": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Affiliated Entities", "label": "Number Of Affiliated Entities", "terseLabel": "Number of affiliated entities" } } }, "localname": "NumberOfAffiliatedEntities", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "integerItemType" }, "ncno_NumberOfEquityIncentivePlans": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Equity Incentive Plans", "label": "Number Of Equity Incentive Plans", "terseLabel": "Number of equity incentive plans" } } }, "localname": "NumberOfEquityIncentivePlans", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "integerItemType" }, "ncno_OneCustomerMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "One Customer", "label": "One Customer [Member]", "terseLabel": "One Customer" } } }, "localname": "OneCustomerMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_OperatingLeaseCostsNonCash": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 18.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Lease Costs, Non-Cash", "label": "Operating Lease Costs, Non-Cash", "terseLabel": "Non-cash operating lease costs" } } }, "localname": "OperatingLeaseCostsNonCash", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "ncno_PreliminarilyAllocatedToFutureServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preliminarily Allocated to Future Services", "label": "Preliminarily Allocated to Future Services [Member]", "terseLabel": "Preliminarily Allocated to Future Services" } } }, "localname": "PreliminarilyAllocatedToFutureServicesMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_PreliminarilyAllocatedToPurchaseConsiderationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preliminarily Allocated to Purchase Consideration", "label": "Preliminarily Allocated to Purchase Consideration [Member]", "terseLabel": "Preliminarily Allocated to Purchase Consideration" } } }, "localname": "PreliminarilyAllocatedToPurchaseConsiderationMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_PreliminaryEstablishedFairValueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preliminary Established Fair Value", "label": "Preliminary Established Fair Value [Member]", "terseLabel": "Preliminary Established Fair Value" } } }, "localname": "PreliminaryEstablishedFairValueMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_ProfessionalServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Professional Services", "label": "Professional Services [Member]", "terseLabel": "Professional Services and other" } } }, "localname": "ProfessionalServicesMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "ncno_RedeemableNonControllingInterestPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Redeemable Non Controlling Interest, Policy", "label": "Redeemable Non Controlling Interest, Policy [Policy Text Block]", "terseLabel": "Redeemable Non-Controlling Interest" } } }, "localname": "RedeemableNonControllingInterestPolicyPolicyTextBlock", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "ncno_RedeemableNoncontrollingInterestEquityForeignCurrencyTranslationAdjustments": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Redeemable Noncontrolling Interest, Equity, Foreign Currency Translation Adjustments", "label": "Redeemable Noncontrolling Interest, Equity, Foreign Currency Translation Adjustments", "terseLabel": "Foreign currency translation" } } }, "localname": "RedeemableNoncontrollingInterestEquityForeignCurrencyTranslationAdjustments", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestFinancialAssetsMeasuredAtFairValueDetails" ], "xbrltype": "monetaryItemType" }, "ncno_RedeemableNoncontrollingInterestEquityStockBasedCompensationExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Redeemable Noncontrolling Interest, Equity, Stock-Based Compensation Expense", "label": "Redeemable Noncontrolling Interest, Equity, Stock-Based Compensation Expense", "terseLabel": "Stock-based compensation expense" } } }, "localname": "RedeemableNoncontrollingInterestEquityStockBasedCompensationExpense", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestFinancialAssetsMeasuredAtFairValueDetails" ], "xbrltype": "monetaryItemType" }, "ncno_RelatedPartyNonCancellableAgreementRenewalTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Related Party, Non-Cancellable Agreement, Renewal Term", "label": "Related Party, Non-Cancellable Agreement, Renewal Term", "terseLabel": "Related party, non-cancellable agreement, renewal term (in years)" } } }, "localname": "RelatedPartyNonCancellableAgreementRenewalTerm", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "durationItemType" }, "ncno_ResellerAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Reseller Agreement", "label": "Reseller Agreement [Member]", "terseLabel": "Reseller Agreement" } } }, "localname": "ResellerAgreementMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ResellerAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_ResellerAgreementTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Reseller Agreement", "label": "Reseller Agreement [Text Block]", "terseLabel": "Reseller Agreement" } } }, "localname": "ResellerAgreementTextBlock", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ResellerAgreement" ], "xbrltype": "textBlockItemType" }, "ncno_RestructuringIncurredCostStatementOfIncomeOrComprehensiveIncomeExtensibleEnumerationNotDisclosedFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag", "label": "Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag", "terseLabel": "Restructuring incurred cost statement of income or comprehensive income extensible enumeration not disclosed flag" } } }, "localname": "RestructuringIncurredCostStatementOfIncomeOrComprehensiveIncomeExtensibleEnumerationNotDisclosedFlag", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails" ], "xbrltype": "stringItemType" }, "ncno_SaleOfStockCostsIncurredRelatedToStockIssuance": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sale Of Stock, Costs Incurred Related To Stock Issuance", "label": "Sale Of Stock, Costs Incurred Related To Stock Issuance", "terseLabel": "Costs incurred related to stock issuance" } } }, "localname": "SaleOfStockCostsIncurredRelatedToStockIssuance", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ncno_SaleOfStockSharesReleasedFromLockUpAgreements": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale Of Stock, Shares Released From Lock Up Agreements", "label": "Sale Of Stock, Shares Released From Lock Up Agreements", "terseLabel": "Shares released from lock up agreements" } } }, "localname": "SaleOfStockSharesReleasedFromLockUpAgreements", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "sharesItemType" }, "ncno_SecondaryPublicOfferingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Secondary Public Offering", "label": "Secondary Public Offering [Member]", "terseLabel": "Secondary Public Offering" } } }, "localname": "SecondaryPublicOfferingMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsIssuedAndOutstandingAndNotIssuedAndOutstanding": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails": { "order": 2.0, "parentTag": "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Issued and Outstanding and Not Issued and Outstanding", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Issued and Outstanding and Not Issued and Outstanding", "terseLabel": "Nonvested issued and outstanding restricted stock units (\"RSUs\")" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsIssuedAndOutstandingAndNotIssuedAndOutstanding", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "ncno_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotIssuedOrOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Shares Not Issued or Outstanding", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Shares Not Issued or Outstanding", "terseLabel": "Share-based compensation arrangement by share-based payment award, equity instruments other than options, shares not issued or outstanding" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotIssuedOrOutstanding", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "sharesItemType" }, "ncno_ShareBasedCompensationArrangementByShareBasedPaymentAwardPercentIncreaseInAggregateShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Percent Increase In Aggregate Shares", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Percent Increase In Aggregate Shares", "terseLabel": "Percent increase in aggregate shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardPercentIncreaseInAggregateShares", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "ncno_SimpleNexusMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "SimpleNexus", "label": "SimpleNexus [Member]", "terseLabel": "SimpleNexus" } } }, "localname": "SimpleNexusMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails", "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails", "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ncno_StockIssuedDuringPeriodSharesContinentConsideration": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Shares, Continent Consideration", "label": "Stock Issued During Period, Shares, Continent Consideration", "terseLabel": "Stock issuance of contingent consideration (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesContinentConsideration", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "ncno_StockIssuedDuringPeriodSharesReclassificationOfCommonStock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Shares, Reclassification of Common Stock", "label": "Stock Issued During Period, Shares, Reclassification of Common Stock", "terseLabel": "Reclassification of voting and non-voting common stock (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesReclassificationOfCommonStock", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "ncno_StockIssuedDuringPeriodValueReclassificationOfCommonStock": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Value, Reclassification of Common Stock", "label": "Stock Issued During Period, Value, Reclassification of Common Stock", "terseLabel": "Reclassification of voting and non-voting common stock" } } }, "localname": "StockIssuedDuringPeriodValueReclassificationOfCommonStock", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "ncno_TemporaryEquityVariableInterestEntitiesAndRedeemableNoncontrollingInterestTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Variable Interest Entities and Redeemable Noncontrolling Interest", "label": "Temporary Equity, Variable Interest Entities and Redeemable Noncontrolling Interest [Text Block]", "terseLabel": "Variable Interest Entity and Redeemable Non-Controlling Interest" } } }, "localname": "TemporaryEquityVariableInterestEntitiesAndRedeemableNoncontrollingInterestTextBlock", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterest" ], "xbrltype": "textBlockItemType" }, "ncno_TransactionsWithCertainEquityHoldersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Transactions With Certain Equity Holders", "label": "Transactions With Certain Equity Holders [Member]", "terseLabel": "Transactions With Certain Equity Holders" } } }, "localname": "TransactionsWithCertainEquityHoldersMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "ncno_VotingCommonStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Voting Common Stock", "label": "Voting Common Stock [Member]", "terseLabel": "Voting Common Stock" } } }, "localname": "VotingCommonStockMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "ncno_WeightedAverageNumberOfSharesOutstandingBasicAndDilutedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Number of Shares Outstanding, Basic and Diluted", "label": "Weighted Average Number of Shares Outstanding, Basic and Diluted [Abstract]", "terseLabel": "Weighted average number of common shares outstanding:" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasicAndDilutedAbstract", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "ncno_ZestAIMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Zest AI", "label": "Zest AI [Member]", "terseLabel": "Zest AI" } } }, "localname": "ZestAIMember", "nsuri": "http://www.ncino.com/20230131", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "srt_AffiliatedEntityMember": { "auth_ref": [ "r651", "r656", "r772", "r818", "r819", "r820" ], "lang": { "en-us": { "role": { "documentation": "An affiliate is a party that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the entity.", "label": "Affiliated Entity [Member]", "terseLabel": "Affiliated Entity" } } }, "localname": "AffiliatedEntityMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementsofCashFlowsParenthetical", "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/ResellerAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ConsolidatedEntitiesAxis": { "auth_ref": [ "r264", "r536", "r537", "r540", "r541", "r591", "r651", "r656", "r760", "r763", "r764", "r834", "r835", "r836" ], "lang": { "en-us": { "role": { "documentation": "Information by consolidated entity or group of entities.", "label": "Consolidated Entities [Axis]", "terseLabel": "Consolidated Entities [Axis]" } } }, "localname": "ConsolidatedEntitiesAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_ConsolidatedEntitiesDomain": { "auth_ref": [ "r264", "r536", "r537", "r540", "r541", "r591", "r651", "r656", "r760", "r763", "r764", "r834", "r835", "r836" ], "lang": { "en-us": { "role": { "documentation": "Entity or group of entities consolidated into reporting entity.", "label": "Consolidated Entities [Domain]", "terseLabel": "Consolidated Entities [Domain]" } } }, "localname": "ConsolidatedEntitiesDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ContractualObligationFiscalYearMaturityScheduleTableTextBlock": { "auth_ref": [ "r833" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of contractual obligation by timing of payment due. Includes, but is not limited to, long-term debt obligation, lease obligation, and purchase obligation.", "label": "Contractual Obligation, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Contractual Obligation, Fiscal Year Maturity" } } }, "localname": "ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "srt_MajorCustomersAxis": { "auth_ref": [ "r328", "r684", "r768", "r831" ], "lang": { "en-us": { "role": { "documentation": "Information by name or description of a single external customer or a group of external customers.", "label": "Customer [Axis]", "terseLabel": "Customer [Axis]" } } }, "localname": "MajorCustomersAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [ "r371", "r372", "r373", "r374", "r452", "r596", "r628", "r652", "r653", "r681", "r694", "r704", "r765", "r823", "r824", "r825", "r826", "r827", "r828" ], "lang": { "en-us": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails", "http://www.ncino.com/role/RevolvingCreditFacilityDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r371", "r372", "r373", "r374", "r452", "r596", "r628", "r652", "r653", "r681", "r694", "r704", "r765", "r823", "r824", "r825", "r826", "r827", "r828" ], "lang": { "en-us": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails", "http://www.ncino.com/role/RevolvingCreditFacilityDetails", "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "domainItemType" }, "srt_NameOfMajorCustomerDomain": { "auth_ref": [ "r328", "r684", "r768", "r831" ], "lang": { "en-us": { "role": { "documentation": "Single external customer or group of external customers.", "label": "Customer [Domain]", "terseLabel": "Customer [Domain]" } } }, "localname": "NameOfMajorCustomerDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Axis]", "terseLabel": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Domain]", "terseLabel": "Ownership [Domain]" } } }, "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r325", "r598", "r682", "r702", "r757", "r758", "r768", "r830" ], "lang": { "en-us": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r325", "r598", "r682", "r702", "r757", "r758", "r768", "r830" ], "lang": { "en-us": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r371", "r372", "r373", "r374", "r442", "r452", "r482", "r483", "r484", "r595", "r596", "r628", "r652", "r653", "r681", "r694", "r704", "r753", "r765", "r824", "r825", "r826", "r827", "r828" ], "lang": { "en-us": { "role": { "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails", "http://www.ncino.com/role/RevolvingCreditFacilityDetails", "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r371", "r372", "r373", "r374", "r442", "r452", "r482", "r483", "r484", "r595", "r596", "r628", "r652", "r653", "r681", "r694", "r704", "r753", "r765", "r824", "r825", "r826", "r827", "r828" ], "lang": { "en-us": { "role": { "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails", "http://www.ncino.com/role/RevolvingCreditFacilityDetails", "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock": { "auth_ref": [ "r267", "r666" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]", "terseLabel": "Schedule II Valuation and Qualifying Accounts" } } }, "localname": "ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/ScheduleIIValuationandQualifyingAccounts" ], "xbrltype": "textBlockItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r326", "r327", "r642", "r643", "r644", "r645", "r646", "r647", "r648", "r649", "r650", "r655", "r658", "r659", "r660", "r661", "r662", "r663", "r664", "r665", "r683", "r703", "r768" ], "lang": { "en-us": { "role": { "documentation": "Geographical area.", "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyPlantandEquipmentbyGeographicLocationDetails", "http://www.ncino.com/role/RevenuesRevenueByGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r326", "r327", "r636", "r642", "r643", "r644", "r645", "r646", "r647", "r648", "r649", "r650", "r655", "r657", "r683", "r703", "r768" ], "lang": { "en-us": { "role": { "documentation": "Information by geographical components.", "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyPlantandEquipmentbyGeographicLocationDetails", "http://www.ncino.com/role/RevenuesRevenueByGeographicRegionDetails" ], "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]" } } }, "localname": "ValuationAndQualifyingAccountsAbstract", "nsuri": "http://fasb.org/srt/2022", "xbrltype": "stringItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r12", "r701" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableAllowanceForCreditLossTableTextBlock": { "auth_ref": [ "r739" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss [Table Text Block]", "terseLabel": "Activity in Allowance for Doubtful Accounts" } } }, "localname": "AccountsReceivableAllowanceForCreditLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsReceivableGrossCurrent": { "auth_ref": [ "r232", "r329", "r330", "r668" ], "calculation": { "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails": { "order": 1.0, "parentTag": "us-gaap_AccountsReceivableNetCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, before Allowance for Credit Loss, Current", "terseLabel": "Trade accounts receivable" } } }, "localname": "AccountsReceivableGrossCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableMember": { "auth_ref": [ "r637" ], "lang": { "en-us": { "role": { "documentation": "Due from customers or clients for goods or services that have been delivered or sold.", "label": "Accounts Receivable [Member]", "terseLabel": "Accounts Receivable" } } }, "localname": "AccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r329", "r330" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, less allowances of $151 and $899 at January\u00a031, 2022 and January\u00a031, 2023, respectively", "totalLabel": "Total accounts receivable, net" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxesCurrent": { "auth_ref": [ "r1", "r191", "r204" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations.", "label": "Accrued Income Taxes, Current", "terseLabel": "Accrued income taxes, current" } } }, "localname": "AccruedIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r90", "r224" ], "calculation": { "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedTerseLabel": "Less accumulated depreciation" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r25", "r26", "r27", "r233", "r621", "r633", "r634" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive income (loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r24", "r27", "r170", "r584", "r629", "r630", "r718", "r719", "r720", "r731", "r732", "r733" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Other Comprehensive Income (Loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Acquired Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Acquired Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife": { "auth_ref": [ "r81" ], "lang": { "en-us": { "role": { "documentation": "Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life", "terseLabel": "Useful Life" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r7", "r701" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r491", "r492", "r493", "r731", "r732", "r733", "r810" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r131", "r132", "r454" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-Based Payment Arrangement, Increase for Cost Recognition", "terseLabel": "Stock-based compensation" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts": { "auth_ref": [ "r111", "r118" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in additional paid in capital (APIC) resulting from direct costs associated with issuing stock. Includes, but is not limited to, legal and accounting fees and direct costs associated with stock issues under a shelf registration.", "label": "Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs", "negatedTerseLabel": "Costs in connection with initial public offering", "terseLabel": "Adjustments to additional paid in capital, stock issued, issuance costs", "verboseLabel": "Issuance costs" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquityParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net loss to net cash provided by (used in) operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r496" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r497" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising expense" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r486" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-Based Payment Arrangement, Expense", "terseLabel": "Total stock-based compensation expense" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivable": { "auth_ref": [ "r234", "r331", "r336", "r337", "r340" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss", "periodEndLabel": "Balance, end of period", "periodStartLabel": "Balance, beginning of period" } } }, "localname": "AllowanceForDoubtfulAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesSummaryofUncollectibleAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r234", "r331", "r336" ], "calculation": { "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails": { "order": 3.0, "parentTag": "us-gaap_AccountsReceivableNetCurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "negatedTerseLabel": "Allowance for doubtful accounts", "terseLabel": "Accounts receivable, less allowances of $151 and $899 at January\u00a031, 2022 and January\u00a031, 2023, respectively" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]", "terseLabel": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableRollforward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesSummaryofUncollectibleAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableWriteOffs": { "auth_ref": [ "r339" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of direct write-downs of accounts receivable charged against the allowance.", "label": "Accounts Receivable, Allowance for Credit Loss, Writeoff", "negatedTerseLabel": "Write-offs and other" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableWriteOffs", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesSummaryofUncollectibleAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCosts": { "auth_ref": [ "r33", "r397", "r568", "r724" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 20.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt issuance costs.", "label": "Amortization of Debt Issuance Costs", "terseLabel": "Amortization of debt issuance costs" } } }, "localname": "AmortizationOfFinancingCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r55", "r79", "r85" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization of intangible assets" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r289" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Antidilutive securities excluded from computation of earnings per share amount (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r65" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r65" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r189", "r203", "r228", "r260", "r310", "r319", "r323", "r334", "r376", "r377", "r379", "r380", "r381", "r382", "r383", "r385", "r386", "r536", "r540", "r553", "r701", "r761", "r762", "r821" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r219", "r235", "r260", "r334", "r376", "r377", "r379", "r380", "r381", "r382", "r383", "r385", "r386", "r536", "r540", "r553", "r701", "r761", "r762", "r821" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsFairValueDisclosure": { "auth_ref": [ "r177" ], "calculation": { "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Fair Value Disclosure", "totalLabel": "Total assets" } } }, "localname": "AssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Fair Value Disclosure [Abstract]", "terseLabel": "Assets:" } } }, "localname": "AssetsFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r457", "r458", "r459", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477", "r478", "r481", "r482", "r483", "r484", "r485" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Principles of Consolidation and Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BuildingMember": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities.", "label": "Building [Member]", "terseLabel": "Buildings and land", "verboseLabel": "Buildings" } } }, "localname": "BuildingMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r532", "r692", "r693" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails", "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails", "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r150", "r151", "r532", "r692", "r693" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails", "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails", "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionContingentConsiderationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition, Contingent Consideration [Line Items]", "terseLabel": "Business Acquisition, Contingent Consideration [Line Items]" } } }, "localname": "BusinessAcquisitionContingentConsiderationLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionCostOfAcquiredEntityTransactionCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of direct costs of the business combination including legal, accounting, and other costs incurred to consummate the business acquisition.", "label": "Business Acquisition, Transaction Costs", "terseLabel": "Business acquisition, transaction costs" } } }, "localname": "BusinessAcquisitionCostOfAcquiredEntityTransactionCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionEquityInterestIssuedOrIssuableValueAssigned": { "auth_ref": [ "r161" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of equity interests (such as common shares, preferred shares, or partnership interest) issued or issuable to acquire the entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Value Assigned", "terseLabel": "Business acquisition, equity interest issued or issuable, value assigned" } } }, "localname": "BusinessAcquisitionEquityInterestIssuedOrIssuableValueAssigned", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": { "auth_ref": [ "r161" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of equity interests issued or issuable to acquire entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Number of Shares", "terseLabel": "Equity interest issued or issuable, number of shares" } } }, "localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionProFormaInformationTextBlock": { "auth_ref": [ "r807", "r808" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.", "label": "Business Acquisition, Pro Forma Information [Table Text Block]", "terseLabel": "Business Acquisition, Pro Forma Information" } } }, "localname": "BusinessAcquisitionProFormaInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount": { "auth_ref": [ "r162" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of goodwill arising from a business combination that is expected to be deductible for tax purposes.", "label": "Business Acquisition, Goodwill, Expected Tax Deductible Amount", "terseLabel": "Business acquisition, goodwill, expected tax deductible amount" } } }, "localname": "BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination.", "label": "Business Acquisition, Share Price", "terseLabel": "Business acquisition, share price (in USD per share)" } } }, "localname": "BusinessAcquisitionSharePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss": { "auth_ref": [ "r530", "r531" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma net Income or Loss for the period as if the business combination or combinations had been completed at the beginning of a period.", "label": "Business Acquisition, Pro Forma Net Income (Loss)", "terseLabel": "Net loss attributable to nCino, Inc." } } }, "localname": "BusinessAcquisitionsProFormaNetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionsProFormaRevenue": { "auth_ref": [ "r530", "r531" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period.", "label": "Business Acquisition, Pro Forma Revenue", "terseLabel": "Revenues" } } }, "localname": "BusinessAcquisitionsProFormaRevenue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsProFormaInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r158", "r159", "r160" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Total consideration" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable": { "auth_ref": [ "r158", "r159" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of equity interests of the acquirer, including instruments or interests issued or issuable in consideration for the business combination.", "label": "Business Combination, Consideration Transferred, Equity Interests Issued and Issuable", "terseLabel": "Voting common stock issued" } } }, "localname": "BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r164", "r533" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).", "label": "Business Combination Disclosure [Text Block]", "terseLabel": "Business Combinations" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinations" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationProFormaInformationEarningsOrLossOfAcquireeSinceAcquisitionDateActual": { "auth_ref": [ "r149" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "This element represents the amount of earnings or loss of the acquiree since the acquisition date included in the consolidated income statement for the reporting period.", "label": "Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual", "terseLabel": "Business combination, pro forma information, earnings or loss of acquiree since acquisition date, actual" } } }, "localname": "BusinessCombinationProFormaInformationEarningsOrLossOfAcquireeSinceAcquisitionDateActual", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationProFormaInformationRevenueOfAcquireeSinceAcquisitionDateActual": { "auth_ref": [ "r149" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "This element represents the amount of revenue of the acquiree since the acquisition date included in the consolidated income statement for the reporting period.", "label": "Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual", "terseLabel": "Pro forma information, revenue of acquiree since acquisition date, actual" } } }, "localname": "BusinessCombinationProFormaInformationRevenueOfAcquireeSinceAcquisitionDateActual", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCapitalLeaseObligation": { "auth_ref": [ "r153" ], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lease obligation assumed in business combination.", "label": "Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation", "negatedTerseLabel": "Operating lease liabilities, current and noncurrent" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCapitalLeaseObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "auth_ref": [ "r153" ], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 9.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "terseLabel": "Cash and cash equivalents" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables": { "auth_ref": [ "r153" ], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 8.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount due from customers or clients for goods or services, including trade receivables, that have been delivered or sold in the normal course of business, and amounts due from others, including related parties expected to be converted to cash, sold or exchanged within one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables", "terseLabel": "Accounts receivable" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesDeferredRevenue": { "auth_ref": [ "r153" ], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred revenue expected to be recognized as such within one year or the normal operating cycle, if longer, assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue", "negatedTerseLabel": "Deferred revenue, current and noncurrent" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesDeferredRevenue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities": { "auth_ref": [ "r153" ], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 11.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities", "negatedTerseLabel": "Deferred income taxes" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill": { "auth_ref": [ "r153" ], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 10.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of intangible assets, excluding goodwill, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill", "terseLabel": "Intangible assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment": { "auth_ref": [ "r152", "r153" ], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 7.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of property, plant, and equipment recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment", "terseLabel": "Property and equipment, net" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet": { "auth_ref": [ "r153" ], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net", "totalLabel": "Net assets acquired" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combinations [Abstract]" } } }, "localname": "BusinessCombinationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationsPolicy": { "auth_ref": [ "r147" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.", "label": "Business Combinations Policy [Policy Text Block]", "terseLabel": "Business Combinations" } } }, "localname": "BusinessCombinationsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalExpendituresIncurredButNotYetPaid": { "auth_ref": [ "r60", "r61", "r62" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Future cash outflow to pay for purchases of fixed assets that have occurred.", "label": "Capital Expenditures Incurred but Not yet Paid", "terseLabel": "Purchase of property and equipment, accrued but not paid" } } }, "localname": "CapitalExpendituresIncurredButNotYetPaid", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsNetMinimumPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Capital Leases, Future Minimum Payments, Net Minimum Payments, Fiscal Year Maturity [Abstract]", "terseLabel": "Financing obligations - leased facility" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsNetMinimumPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalizedContractCostAmortization": { "auth_ref": [ "r342" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense for asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Amortization", "terseLabel": "Amortization of costs capitalized to obtain revenue contracts" } } }, "localname": "CapitalizedContractCostAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows", "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostAmortizationPeriod": { "auth_ref": [ "r740" ], "lang": { "en-us": { "role": { "documentation": "Amortization period of cost capitalized in obtaining or fulfilling contract with customer, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Capitalized Contract Cost, Amortization Period", "terseLabel": "Capitalized contract cost, amortization period" } } }, "localname": "CapitalizedContractCostAmortizationPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_CapitalizedContractCostImpairmentLoss": { "auth_ref": [ "r342" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of impairment loss for asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Impairment Loss", "terseLabel": "Capitalized contract cost, impairment loss" } } }, "localname": "CapitalizedContractCostImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNet": { "auth_ref": [ "r341" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Net", "terseLabel": "Capitalized contract cost, net" } } }, "localname": "CapitalizedContractCostNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNetCurrent": { "auth_ref": [ "r341" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as current.", "label": "Capitalized Contract Cost, Net, Current", "terseLabel": "Costs capitalized to obtain revenue contracts, current portion, net" } } }, "localname": "CapitalizedContractCostNetCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNetNoncurrent": { "auth_ref": [ "r341" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as noncurrent.", "label": "Capitalized Contract Cost, Net, Noncurrent", "terseLabel": "Costs capitalized to obtain revenue contracts, noncurrent, net" } } }, "localname": "CapitalizedContractCostNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r57", "r221", "r667" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents (VIE: $4,183 and $2,019 at January\u00a031, 2022 and January\u00a031, 2023, respectively)", "verboseLabel": "Cash and cash equivalents (VIE: $4,183 and $2,019 at January\u00a031, 2022 and January\u00a031, 2023, respectively)" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAxis": { "auth_ref": [ "r221" ], "lang": { "en-us": { "role": { "documentation": "Information by type of cash and cash equivalent balance.", "label": "Cash and Cash Equivalents [Axis]", "terseLabel": "Cash and Cash Equivalents [Axis]" } } }, "localname": "CashAndCashEquivalentsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Money market accounts (included in cash and cash equivalents)" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r58" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r58", "r188" ], "lang": { "en-us": { "role": { "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Restricted Cash" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r52", "r57", "r63" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents", "periodEndLabel": "Cash, cash equivalents, and restricted cash, end of period", "periodStartLabel": "Cash, cash equivalents, and restricted cash, beginning of period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r52", "r182" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net increase (decrease) in cash, cash equivalents, and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r229", "r230", "r231", "r260", "r283", "r284", "r286", "r288", "r295", "r296", "r334", "r376", "r379", "r380", "r381", "r385", "r386", "r401", "r402", "r404", "r408", "r414", "r553", "r654", "r715", "r725", "r734" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r19", "r195", "r209" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies (Note 16)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r96", "r369", "r370", "r638", "r759" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r20" ], "calculation": { "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Common shares reserved for future issuance", "totalLabel": "Common shares reserved for future issuance" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails", "http://www.ncino.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r731", "r732", "r810" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in USD per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/OrganizationandDescriptionofBusinessDetails", "http://www.ncino.com/role/StockholdersEquityNarrativeDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/StockholdersEquityNarrativeDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares, issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r6", "r111" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common stock, shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r6", "r701" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock, $0.0005 par value; 500,000,000 shares authorized as of January\u00a031, 2022 and January\u00a031, 2023; 109,778,542 and 111,424,132 shares issued and outstanding as of January\u00a031, 2022 and January\u00a031, 2023, respectively" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Assets [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "ComponentsOfDeferredTaxAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Liabilities [Abstract]", "terseLabel": "Deferred tax liabilities:" } } }, "localname": "ComponentsOfDeferredTaxLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r28", "r238", "r240", "r249", "r617", "r625" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive loss attributable to nCino, Inc." } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest": { "auth_ref": [ "r166", "r167", "r176", "r238", "r240", "r248", "r616", "r624" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest", "totalLabel": "Comprehensive loss attributable to redeemable non-controlling interest" } } }, "localname": "ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterestAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest [Abstract]", "terseLabel": "Less comprehensive loss attributable to redeemable non-controlling interest:" } } }, "localname": "ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterestAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r165", "r176", "r238", "r240", "r247", "r615", "r623" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest", "totalLabel": "Comprehensive loss" } } }, "localname": "ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomePolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for comprehensive income.", "label": "Comprehensive Income, Policy [Policy Text Block]", "terseLabel": "Other Comprehensive Income (Loss)" } } }, "localname": "ComprehensiveIncomePolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ComputerEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems.", "label": "Computer Equipment [Member]", "terseLabel": "Computers and equipment" } } }, "localname": "ComputerEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r69", "r70", "r179", "r180", "r328", "r637" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r69", "r70", "r179", "r180", "r328", "r635", "r637" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r69", "r70", "r179", "r180", "r328", "r637", "r832" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r200", "r300" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentration of Credit Risk and Significant Customers" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Concentration Risk [Line Items]", "terseLabel": "Concentration Risk [Line Items]" } } }, "localname": "ConcentrationRiskLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r69", "r70", "r179", "r180", "r328" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration risk, percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTable": { "auth_ref": [ "r67", "r69", "r70", "r71", "r179", "r181", "r637" ], "lang": { "en-us": { "role": { "documentation": "Describes the nature of a concentration, a benchmark to which it is compared, and the percentage that the risk is to the benchmark.", "label": "Concentration Risk [Table]", "terseLabel": "Concentration Risk [Table]" } } }, "localname": "ConcentrationRiskTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r69", "r70", "r179", "r180", "r328", "r637" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConsolidationVariableInterestEntityPolicy": { "auth_ref": [ "r171", "r173", "r174" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for consolidation to describe the significant judgments and assumptions made in determining whether a variable interest held by the entity requires the variable interest entity to be consolidated and (or) disclose information about its involvement with the variable interest entity; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; and the significant factors considered and judgments made in determining that the power to direct the activities that significantly impact the economic performance of the variable interest entity are shared (as defined).", "label": "Consolidation, Variable Interest Entity, Policy [Policy Text Block]", "terseLabel": "Variable Interest Entity" } } }, "localname": "ConsolidationVariableInterestEntityPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConstructionInProgressGross": { "auth_ref": [ "r89" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress, Gross", "terseLabel": "Construction in progress, gross" } } }, "localname": "ConstructionInProgressGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConstructionInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress [Member]", "terseLabel": "Construction in progress" } } }, "localname": "ConstructionInProgressMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConstructionPayableCurrentAndNoncurrent": { "auth_ref": [ "r194", "r210" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for the acquisition of merchandise, materials, supplies and services pertaining to construction projects such as a housing development or factory expansion not classified as trade payables.", "label": "Construction Payable", "terseLabel": "Construction payable" } } }, "localname": "ConstructionPayableCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContingentConsiderationByTypeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of contingent consideration.", "label": "Contingent Consideration by Type [Axis]", "terseLabel": "Contingent Consideration by Type [Axis]" } } }, "localname": "ContingentConsiderationByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ContingentConsiderationTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of contingent payment arrangement.", "label": "Contingent Consideration Type [Domain]", "terseLabel": "Contingent Consideration Type [Domain]" } } }, "localname": "ContingentConsiderationTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractWithCustomerLiabilityCurrent": { "auth_ref": [ "r416", "r417", "r438" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.", "label": "Contract with Customer, Liability, Current", "terseLabel": "Deferred revenue, current portion" } } }, "localname": "ContractWithCustomerLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityNoncurrent": { "auth_ref": [ "r416", "r417", "r438" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as noncurrent.", "label": "Contract with Customer, Liability, Noncurrent", "terseLabel": "Deferred revenue, noncurrent" } } }, "localname": "ContractWithCustomerLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r439" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "terseLabel": "Contract with customer, liability, revenue recognized" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfGoodsAndServicesSold": { "auth_ref": [ "r38", "r598" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.", "label": "Cost of Goods and Services Sold", "terseLabel": "Total cost of revenues" } } }, "localname": "CostOfGoodsAndServicesSold", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfGoodsAndServicesSoldDepreciation": { "auth_ref": [ "r721", "r752" ], "calculation": { "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_Depreciation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for allocation of cost of tangible asset over its useful life directly used in production of good and rendering of service.", "label": "Cost, Depreciation", "terseLabel": "Cost of subscription revenues" } } }, "localname": "CostOfGoodsAndServicesSoldDepreciation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfRevenueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cost of Revenue [Abstract]", "terseLabel": "Cost of revenues" } } }, "localname": "CostOfRevenueAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_CostOfSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing cost of sales.", "label": "Cost of Sales [Member]", "terseLabel": "Cost of Sales" } } }, "localname": "CostOfSalesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfSalesPolicyTextBlock": { "auth_ref": [ "r770" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cost of product sold and service rendered.", "label": "Cost of Goods and Service [Policy Text Block]", "terseLabel": "Cost of Revenues" } } }, "localname": "CostOfSalesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r728", "r803", "r805" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails": { "order": 3.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r728", "r803" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r146", "r513", "r521", "r728" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Current income tax expense (benefit)" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Current:" } } }, "localname": "CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r728", "r803", "r805" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerConcentrationRiskMember": { "auth_ref": [ "r68", "r328" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer.", "label": "Customer Concentration Risk [Member]", "terseLabel": "Customer Concentration Risk" } } }, "localname": "CustomerConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CustomerRelationshipsMember": { "auth_ref": [ "r156" ], "lang": { "en-us": { "role": { "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.", "label": "Customer Relationships [Member]", "terseLabel": "Customer\u00a0relationships" } } }, "localname": "CustomerRelationshipsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails", "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r101", "r258", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r396", "r398", "r399", "r400" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Revolving Credit Facility" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacility" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Debt instrument, basis spread on variable rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r17", "r387" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Debt instrument, interest rate, stated percentage" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtPolicyTextBlock": { "auth_ref": [ "r99" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt.", "label": "Debt, Policy [Policy Text Block]", "terseLabel": "Debt Issuance Costs" } } }, "localname": "DebtPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r728", "r804", "r805" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsNet": { "auth_ref": [ "r183", "r766" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Net", "terseLabel": "Debt issuance costs, net" } } }, "localname": "DeferredFinanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r146", "r728", "r804" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxAssetsNet": { "auth_ref": [ "r501", "r502" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesNetDeferredTaxAssetLiabilityDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.", "label": "Deferred Income Tax Assets, Net", "terseLabel": "Other long-term assets" } } }, "localname": "DeferredIncomeTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNetDeferredTaxAssetLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r55", "r146", "r514", "r520", "r521", "r728" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "totalLabel": "Total" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Deferred:" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r2", "r3", "r192", "r202", "r508" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r501", "r502" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.ncino.com/role/IncomeTaxesNetDeferredTaxAssetLiabilityDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "negatedTerseLabel": "Deferred income taxes, noncurrent", "terseLabel": "Deferred income taxes, noncurrent" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/IncomeTaxesNetDeferredTaxAssetLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r728", "r804", "r805" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsDeferredIncome": { "auth_ref": [ "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred income.", "label": "Deferred Tax Assets, Deferred Income", "terseLabel": "Deferred revenue" } } }, "localname": "DeferredTaxAssetsDeferredIncome", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r509" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r801" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Total deferred tax assets, net of valuation allowances" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Net operating losses" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are not subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration", "terseLabel": "Operating loss carryforwards, not subject to expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails", "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwards": { "auth_ref": [ "r141", "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards", "terseLabel": "Tax credits" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails", "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefits": { "auth_ref": [ "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from compensation and benefits costs.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits", "terseLabel": "Equity compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsOther": { "auth_ref": [ "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences from reserves and accruals, classified as other.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other", "terseLabel": "Reserves and accruals" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r510" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Deferred tax assets, valuation allowance", "negatedTerseLabel": "Less valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails", "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r134", "r801" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesNetDeferredTaxAssetLiabilityDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "negatedTotalLabel": "Net deferred tax liabilities" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNetDeferredTaxAssetLiabilityDetails", "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "auth_ref": [ "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill.", "label": "Deferred Tax Liabilities, Intangible Assets", "negatedTerseLabel": "Intangible assets" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesLeasingArrangements": { "auth_ref": [ "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from leasing arrangements.", "label": "Deferred Tax Liabilities, Leasing Arrangements", "negatedTerseLabel": "Lease asset" } } }, "localname": "DeferredTaxLiabilitiesLeasingArrangements", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesOther": { "auth_ref": [ "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as other.", "label": "Deferred Tax Liabilities, Other", "negatedTerseLabel": "Other" } } }, "localname": "DeferredTaxLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r143", "r802" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedTerseLabel": "Depreciation" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesSignificantcomponentsofDeferredTaxAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Defined contribution plan, employer discretionary contribution amount" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/DefinedContributionPlanDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanTextBlock": { "auth_ref": [ "r450", "r451" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for defined contribution plan.", "label": "Defined Contribution Plan [Text Block]", "terseLabel": "Defined Contribution Plan" } } }, "localname": "DefinedContributionPlanTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/DefinedContributionPlan" ], "xbrltype": "textBlockItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r55", "r88" ], "calculation": { "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "totalLabel": "Total depreciation expense" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r55", "r308" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationNonproduction": { "auth_ref": [ "r55", "r88" ], "calculation": { "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_Depreciation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The expense recognized in the current period that allocates the cost of nonproduction tangible assets over their useful lives.", "label": "Depreciation, Nonproduction", "terseLabel": "Depreciation, nonproduction" } } }, "localname": "DepreciationNonproduction", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DevelopedTechnologyRightsMember": { "auth_ref": [ "r157" ], "lang": { "en-us": { "role": { "documentation": "Rights to developed technology, which can include the right to develop, use, market, sell, or offer for sale products, compounds, or intellectual property.", "label": "Developed Technology Rights [Member]", "terseLabel": "Developed\u00a0technology" } } }, "localname": "DevelopedTechnologyRightsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails", "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails", "http://www.ncino.com/role/RevenuesRevenueByGeographicRegionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [ "r437", "r682", "r683", "r684", "r685", "r686", "r687", "r688" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesRevenueByGeographicRegionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r456", "r487", "r488", "r490", "r495", "r695" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Share-Based Payment Arrangement [Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensation" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Payment Arrangement [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Domestic Tax Authority" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails", "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Net loss per share attributable to nCino, Inc.:" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r250", "r273", "r274", "r275", "r276", "r277", "r281", "r283", "r286", "r287", "r288", "r292", "r544", "r545", "r618", "r626", "r671" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Basic (in USD per share)", "verboseLabel": "Basic net loss per share attributable to nCino, Inc. (in USD per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails", "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share, Basic [Abstract]", "terseLabel": "Basic and diluted loss per share:" } } }, "localname": "EarningsPerShareBasicAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r250", "r273", "r274", "r275", "r276", "r277", "r283", "r286", "r287", "r288", "r292", "r544", "r545", "r618", "r626", "r671" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Diluted net loss per share attributable to nCino, Inc. (in USD per share)", "verboseLabel": "Diluted (in USD per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails", "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r65", "r66" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Basic and Diluted Loss per Common Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r289", "r290", "r291", "r293" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Basic and Diluted Loss per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r558" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations", "terseLabel": "Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r504" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Effective income tax rate reconciliation, percent" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r262", "r504", "r523" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Income taxes at statutory rate of 21% for 2021, 2022, and 2023" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r800", "r806" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Changes in valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInEnactedTaxRate": { "auth_ref": [ "r523", "r800" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 10.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the income tax rates.", "label": "Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent", "terseLabel": "Statutory tax rate law changes" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInEnactedTaxRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r800", "r806" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "terseLabel": "Foreign rate differential" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpense": { "auth_ref": [ "r800", "r806" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent", "terseLabel": "Nondeductible expenses" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r800", "r806" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 9.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Percent", "terseLabel": "Executive compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments": { "auth_ref": [ "r800", "r806" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Percent", "terseLabel": "Other" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitPercent": { "auth_ref": [ "r799", "r800" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to expense for award under share-based payment arrangement. Excludes expense determined to be nondeductible upon grant or after for award under share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-Based Payment Arrangement, Percent", "terseLabel": "Stock-based compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitPercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r800", "r806" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State income tax (provision) benefit, net of federal impact" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCredits": { "auth_ref": [ "r800", "r806" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails": { "order": 11.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to tax credits. Including, but not limited to, research credit, foreign tax credit, investment tax credit, and other tax credits.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Percent", "terseLabel": "Tax credits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCredits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesReconciliationofEffectiveTaxRatetoUSFederalStatutoryRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r15" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Accrued compensation and benefits" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]" } } }, "localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r489" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized compensation costs" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r489" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Unrecognized compensation costs period for recognition" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense": { "auth_ref": [ "r486" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax benefit for recognition of expense of award under share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Expense, Tax Benefit", "negatedTerseLabel": "Share-based payment arrangement, expense, tax benefit" } } }, "localname": "EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeSeveranceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Termination of an employee associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Employee Severance [Member]", "terseLabel": "Severance and other employee costs" } } }, "localname": "EmployeeSeveranceMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "An Employee Stock Purchase Plan is a tax-efficient means by which employees of a corporation can purchase the corporation's stock.", "label": "Employee Stock [Member]", "terseLabel": "Employee Stock" } } }, "localname": "EmployeeStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails", "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-Based Payment Arrangement, Option [Member]", "terseLabel": "Stock Option" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails", "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r111", "r217", "r242", "r243", "r244", "r268", "r269", "r270", "r272", "r278", "r280", "r294", "r335", "r415", "r491", "r492", "r493", "r516", "r517", "r543", "r559", "r560", "r561", "r562", "r563", "r565", "r584", "r629", "r630", "r631" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueAmount": { "auth_ref": [ "r332" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Amount", "terseLabel": "Equity securities without readily determinable fair value, amount" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValuePolicyTextBlock": { "auth_ref": [ "r333" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for investment in equity security without readily determinable fair value, which does not qualify for practical expedient to estimate fair value using net asset value per share. Includes, but is not limited to, information considered for determining upward and downward adjustment from observable price change.", "label": "Equity Securities without Readily Determinable Fair Value [Policy Text Block]", "terseLabel": "Investments" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValuePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r546", "r547", "r551" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisTextBlock": { "auth_ref": [ "r177", "r178" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Fair Value, Assets Measured on Recurring Basis [Table Text Block]", "terseLabel": "Fair Value, Assets Measured on Recurring Basis" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r395", "r443", "r444", "r445", "r446", "r447", "r448", "r547", "r592", "r593", "r594", "r679", "r680", "r689", "r690", "r691" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r546", "r547", "r548", "r549", "r552" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r550" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r395", "r443", "r448", "r547", "r592", "r689", "r690", "r691" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level\u00a01" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r395", "r443", "r448", "r547", "r593", "r679", "r680", "r689", "r690", "r691" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level\u00a02" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r395", "r443", "r444", "r445", "r446", "r447", "r448", "r547", "r594", "r679", "r680", "r689", "r690", "r691" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level\u00a03" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r395", "r443", "r444", "r445", "r446", "r447", "r448", "r592", "r593", "r594", "r679", "r680", "r689", "r690", "r691" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r550", "r552" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Fair Value, Measurement, Recurring" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FederalFundsEffectiveSwapRateMember": { "auth_ref": [ "r809" ], "lang": { "en-us": { "role": { "documentation": "Fixed rate on U.S. dollar, constant-notional interest rate swap having its variable-rate leg referenced to Federal Funds effective rate with no additional spread over Federal Funds effective rate on that variable-rate leg.", "label": "Fed Funds Effective Rate Overnight Index Swap Rate [Member]", "terseLabel": "Fed Funds Effective Rate Overnight Index Swap Rate" } } }, "localname": "FederalFundsEffectiveSwapRateMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FinanceLeaseLiability": { "auth_ref": [ "r570", "r582" ], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails_1": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease.", "label": "Finance Lease, Liability", "terseLabel": "Financing obligations" } } }, "localname": "FinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails", "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityCurrent": { "auth_ref": [ "r570" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as current.", "label": "Finance Lease, Liability, Current", "terseLabel": "Financing obligations, current portion" } } }, "localname": "FinanceLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityNoncurrent": { "auth_ref": [ "r570" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent.", "label": "Finance Lease, Liability, Noncurrent", "terseLabel": "Financing obligations, noncurrent" } } }, "localname": "FinanceLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDue": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, to be Paid", "totalLabel": "Total" } } }, "localname": "FinanceLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 5.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 3.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year One", "terseLabel": "2024" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 4.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Five", "terseLabel": "2028" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Four", "terseLabel": "2027" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 6.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Three", "terseLabel": "2026" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Two", "terseLabel": "2025" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails_1": { "order": 3.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: amount representing interest" } } }, "localname": "FinanceLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeasePrincipalPayments": { "auth_ref": [ "r571", "r577" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for principal payment on finance lease.", "label": "Finance Lease, Principal Payments", "negatedTerseLabel": "Principal payments on financing obligations" } } }, "localname": "FinanceLeasePrincipalPayments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetBeforeAccumulatedAmortization": { "auth_ref": [ "r814" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated amortization, of right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, before Accumulated Amortization", "terseLabel": "Finance lease, right-of-use asset, before accumulated amortization" } } }, "localname": "FinanceLeaseRightOfUseAssetBeforeAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r580", "r700" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for finance lease calculated at point in time.", "label": "Finance Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Finance lease, weighted average discount rate, percent" } } }, "localname": "FinanceLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Finite-lived intangible asset, useful life" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r226", "r353" ], "calculation": { "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedTerseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTable": { "auth_ref": [ "r80" ], "lang": { "en-us": { "role": { "documentation": "A table containing detailed characteristics of finite-lived intangible assets acquired during a business combination. Finite-lived intangible assets are assets that have no physical form, but have expected future economic benefit, and are expected to be used over a defined period. Acquired finite-lived intangible assets are disclosed by major class (assets that can be grouped together because they are similar, either by their nature or by their use in operations of the Entity) and in total. Additionally, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period are also disclosed.", "label": "Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table]", "terseLabel": "Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table]" } } }, "localname": "FiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails": { "order": 6.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r86" ], "calculation": { "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of amortization expense of assets, excluding financial assets, that lack physical substance, having a limited useful life.", "label": "Finite-Lived Intangible Assets Amortization Expense [Table Text Block]", "terseLabel": "Finite-lived Intangible Assets Amortization Expense" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r86" ], "calculation": { "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails": { "order": 5.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "2028" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r86" ], "calculation": { "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails": { "order": 4.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "2027" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r86" ], "calculation": { "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2026" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r86" ], "calculation": { "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r350", "r352", "r353", "r354", "r599", "r600" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails", "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r84", "r600" ], "calculation": { "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross Amount" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails", "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r80", "r83" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails", "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r84", "r599" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "terseLabel": "Intangible assets, net", "totalLabel": "Net\u00a0Carrying Amount" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/GoodwillandIntangibleAssetsExpectedFutureAmortizationExpenseDetails", "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinitelivedIntangibleAssetsAcquired1": { "auth_ref": [ "r351" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in assets, excluding financial assets, lacking physical substance with a definite life, from an acquisition.", "label": "Finite-Lived Intangible Assets Acquired", "terseLabel": "Fair Value" } } }, "localname": "FinitelivedIntangibleAssetsAcquired1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax departments of governments entitled to levy and collect income taxes from the entity outside the entity's country of domicile.", "label": "Foreign Tax Authority [Member]", "terseLabel": "Foreign Tax Authority" } } }, "localname": "ForeignCountryMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails", "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCurrencyTransactionGainLossBeforeTax": { "auth_ref": [ "r554", "r555", "r556", "r557" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of foreign currency transaction realized and unrealized gain (loss) recognized in the income statement.", "label": "Foreign Currency Transaction Gain (Loss), before Tax", "terseLabel": "Foreign currency transaction gain (loss), before tax" } } }, "localname": "ForeignCurrencyTransactionGainLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionGainLossUnrealized": { "auth_ref": [ "r56", "r812", "r813" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of foreign currency transaction unrealized gain (loss) recognized in the income statement.", "label": "Foreign Currency Transaction Gain (Loss), Unrealized", "negatedTerseLabel": "Net foreign currency (gains) losses" } } }, "localname": "ForeignCurrencyTransactionGainLossUnrealized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r566" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency Exchange" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture and fixtures" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r40" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r32" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails", "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r225", "r343", "r613", "r674", "r701", "r741", "r748" ], "calculation": { "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Goodwill, ending balance", "periodStartLabel": "Goodwill, beginning balance", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails", "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAcquiredDuringPeriod": { "auth_ref": [ "r345", "r674" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.", "label": "Goodwill, Acquired During Period", "terseLabel": "Acquisition of SimpleNexus" } } }, "localname": "GoodwillAcquiredDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r87" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for goodwill and intangible assets.", "label": "Goodwill and Intangible Assets Disclosure [Text Block]", "terseLabel": "Goodwill and Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssets" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillAndIntangibleAssetsGoodwillPolicy": { "auth_ref": [ "r348", "r349", "r674" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for goodwill. This accounting policy also may address how an entity assesses and measures impairment of goodwill, how reporting units are determined, how goodwill is allocated to such units, and how the fair values of the reporting units are determined.", "label": "Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]", "terseLabel": "Goodwill" } } }, "localname": "GoodwillAndIntangibleAssetsGoodwillPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillAndIntangibleAssetsIntangibleAssetsPolicy": { "auth_ref": [ "r82" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for intangible assets. This accounting policy may address both intangible assets subject to amortization and those that are not. The following also may be disclosed: (1) a description of intangible assets (2) the estimated useful lives of those assets (3) the amortization method used (4) how the entity assesses and measures impairment of such assets (5) how future cash flows are estimated (6) how the fair values of such asset are determined.", "label": "Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsIntangibleAssetsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillForeignCurrencyTranslationGainLoss": { "auth_ref": [ "r347" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Foreign Currency Translation Gain (Loss)", "terseLabel": "Translation adjustments" } } }, "localname": "GoodwillForeignCurrencyTranslationGainLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairmentLoss": { "auth_ref": [ "r55", "r344", "r346", "r348", "r674" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impairment Loss", "terseLabel": "Goodwill, impairment loss" } } }, "localname": "GoodwillImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillPurchaseAccountingAdjustments": { "auth_ref": [ "r148", "r747" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from adjustments after acquisition date under purchase accounting of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Purchase Accounting Adjustments", "terseLabel": "Measurement period adjustment relating to business acquisition", "verboseLabel": "Measurement period adjustments relating to the acquisition of SimpleNexus" } } }, "localname": "GoodwillPurchaseAccountingAdjustments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r35", "r260", "r310", "r318", "r322", "r324", "r334", "r376", "r377", "r379", "r380", "r381", "r382", "r383", "r385", "r386", "r553", "r673", "r761" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "totalLabel": "Gross profit" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "IPO" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsIncludingIntangibleAssetsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the impairment and disposal of long-lived assets including goodwill and other intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Impairment Assessment" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsIncludingIntangibleAssetsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r261", "r522" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "United States" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r30", "r187", "r196", "r212", "r310", "r318", "r322", "r324", "r619", "r673" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Loss before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r261", "r522" ], "calculation": { "http://www.ncino.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r36", "r720" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_ProfitLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of income (loss) including portion attributable to noncontrolling interest. Includes, but is not limited to, income (loss) from continuing operations, discontinued operations and equity method investments.", "label": "Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax", "totalLabel": "Loss before income taxes" } } }, "localname": "IncomeLossIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r355", "r359" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails", "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/RevenuesNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [ "r359" ], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails", "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/RevenuesNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r136" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails", "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails", "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxContingencyLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Tax Contingency [Line Items]", "terseLabel": "Income Tax Contingency [Line Items]" } } }, "localname": "IncomeTaxContingencyLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxContingencyTable": { "auth_ref": [ "r137", "r138", "r139", "r145" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities and other income tax contingencies. Includes, but is not limited to, interest and penalties, reconciliation of unrecognized tax benefits, unrecognized tax benefits that would affect the effective tax rate, tax years that remain subject to examination by tax jurisdictions, and information about positions for which it is reasonably possible that amounts unrecognized will significantly change within 12 months.", "label": "Income Tax Contingency [Table]", "terseLabel": "Income Tax Contingency [Table]" } } }, "localname": "IncomeTaxContingencyTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r262", "r505", "r506", "r512", "r518", "r524", "r526", "r527", "r529" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r263", "r279", "r280", "r309", "r503", "r519", "r525", "r627" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_ProfitLoss", "weight": -1.0 }, "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Income tax provision (benefit)", "totalLabel": "Total income tax provision (benefit)" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/IncomeTaxesProvisionBenefitforIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r241", "r499", "r500", "r506", "r507", "r511", "r515" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReceivable": { "auth_ref": [ "r201", "r716" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of income taxes previously overpaid to tax authorities (such as U.S. Federal, state and local tax authorities) representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes. Also called income tax refund receivable.", "label": "Income Taxes Receivable", "terseLabel": "Income taxes receivable" } } }, "localname": "IncomeTaxReceivable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationRepatriationOfForeignEarnings": { "auth_ref": [ "r800" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to repatriation of foreign earnings.", "label": "Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount", "terseLabel": "Effective income tax rate reconciliation, repatriation of foreign earnings, amount" } } }, "localname": "IncomeTaxReconciliationRepatriationOfForeignEarnings", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r59" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Cash paid for taxes, net of refunds" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r54" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Increase (Decrease) in Accounts Payable and Accrued Liabilities", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableRelatedParties": { "auth_ref": [ "r54" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the obligations due for goods and services provided by the following types of related parties: a parent company and its subsidiaries, subsidiaries of a common parent, an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management, an entity and its principal owners, management, or member of their immediate families, affiliates, or other parties with the ability to exert significant influence.", "label": "Increase (Decrease) in Accounts Payable, Related Parties", "terseLabel": "Accounts payable, related parties" } } }, "localname": "IncreaseDecreaseInAccountsPayableRelatedParties", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r54" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedTerseLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivableRelatedParties": { "auth_ref": [ "r54" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amount due to the reporting entity for good and services provided to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management, an entity and its principal owners, management, member of their immediate families, affiliates, or other parties with the ability to exert significant influence.", "label": "Increase (Decrease) in Accounts Receivable, Related Parties", "negatedTerseLabel": "Accounts receivable, related parties" } } }, "localname": "IncreaseDecreaseInAccountsReceivableRelatedParties", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerLiability": { "auth_ref": [ "r597", "r723" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Increase (Decrease) in Contract with Customer, Liability", "terseLabel": "Deferred revenue" } } }, "localname": "IncreaseDecreaseInContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Change in operating assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r54" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedTerseLabel": "Prepaid expenses and other assets" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInTemporaryEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Temporary Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Temporary Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInTemporaryEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestFinancialAssetsMeasuredAtFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r183", "r198", "r245", "r307", "r567" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_IncomeLossIncludingPortionAttributableToNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "negatedTerseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestIncomeRelatedParty": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest income earned from interest-bearing assets owed to the entity by related party.", "label": "Interest Income, Related Party", "terseLabel": "Interest income, related party" } } }, "localname": "InterestIncomeRelatedParty", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r252", "r255", "r256" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r41", "r306" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_IncomeLossIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "terseLabel": "Interest income" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r581", "r700" ], "calculation": { "http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "totalLabel": "Total" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r816" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Lease, Cost" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r573" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Leases and Financing Obligations" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r817" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Lessee, Operating Lease, Liability, Maturity" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total lease liabilities" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "terseLabel": "2028" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "2027" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r582" ], "calculation": { "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails_1": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseTermOfContract": { "auth_ref": [ "r815" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Term of Contract", "terseLabel": "Term of contract" } } }, "localname": "LesseeOperatingLeaseTermOfContract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r583" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letter of Credit" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r14", "r260", "r334", "r376", "r377", "r379", "r380", "r381", "r382", "r383", "r385", "r386", "r537", "r540", "r541", "r553", "r672", "r761", "r821", "r822" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r11", "r193", "r207", "r701", "r727", "r738", "r811" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities, redeemable non-controlling interest, and stockholders\u2019 equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "Liabilities, redeemable non-controlling interest, and stockholders\u2019 equity" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r16", "r220", "r260", "r334", "r376", "r377", "r379", "r380", "r381", "r382", "r383", "r385", "r386", "r537", "r540", "r541", "r553", "r701", "r761", "r821", "r822" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 7.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LicenseAndServiceMember": { "auth_ref": [ "r769" ], "lang": { "en-us": { "role": { "documentation": "Right to use intangible asset and performance of related service. Intangible asset includes, but is not limited to, patent, copyright, technology, manufacturing process, software or trademark.", "label": "License and Service [Member]", "terseLabel": "Subscription" } } }, "localname": "LicenseAndServiceMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityAxis": { "auth_ref": [ "r13", "r726" ], "lang": { "en-us": { "role": { "documentation": "Information by name of lender, which may be a single entity (for example, but not limited to, a bank, pension fund, venture capital firm) or a group of entities that participate in the line of credit.", "label": "Lender Name [Axis]", "terseLabel": "Lender Name [Axis]" } } }, "localname": "LineOfCreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityCommitmentFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The fee, expressed as a percentage of the line of credit facility, for the line of credit facility regardless of whether the facility has been used.", "label": "Line of Credit Facility, Commitment Fee Percentage", "terseLabel": "Line of credit facility, commitment fee percentage" } } }, "localname": "LineOfCreditFacilityCommitmentFeePercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LineOfCreditFacilityCurrentBorrowingCapacity": { "auth_ref": [ "r13" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of current borrowing capacity under the credit facility considering any current restrictions on the amount that could be borrowed (for example, borrowings may be limited by the amount of current assets), but without considering any amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Current Borrowing Capacity", "terseLabel": "Line of credit, available borrowing capacity" } } }, "localname": "LineOfCreditFacilityCurrentBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityLenderDomain": { "auth_ref": [ "r13", "r726" ], "lang": { "en-us": { "role": { "documentation": "Identification of the lender, which may be a single entity (for example, a bank, pension fund, venture capital firm) or a group of entities that participate in the line of credit, including a letter of credit facility.", "label": "Line of Credit Facility, Lender [Domain]", "terseLabel": "Line of Credit Facility, Lender [Domain]" } } }, "localname": "LineOfCreditFacilityLenderDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Line of Credit Facility [Line Items]", "terseLabel": "Line of Credit Facility [Line Items]" } } }, "localname": "LineOfCreditFacilityLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r13" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Line of credit facility, maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityTable": { "auth_ref": [ "r13", "r726" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line.", "label": "Line of Credit Facility [Table]", "terseLabel": "Line of Credit Facility [Table]" } } }, "localname": "LineOfCreditFacilityTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The fee, expressed as a percentage of the line of credit facility, for available but unused credit capacity under the credit facility.", "label": "Line of Credit Facility, Unused Capacity, Commitment Fee Percentage", "terseLabel": "Line of credit facility, unused capacity, commitment fee percentage" } } }, "localname": "LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Line of Credit" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LinesOfCreditCurrent": { "auth_ref": [ "r0", "r190" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Line of Credit, Current", "terseLabel": "Line of credit, current" } } }, "localname": "LinesOfCreditCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermInvestments": { "auth_ref": [ "r222" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 7.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total amount of investments that are intended to be held for an extended period of time (longer than one operating cycle).", "label": "Long-Term Investments", "terseLabel": "Investments (related party $0 and $2,500 at January\u00a031, 2022 and January\u00a031, 2023, respectively)" } } }, "localname": "LongTermInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermLineOfCredit": { "auth_ref": [ "r18", "r97", "r98" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying value as of the balance sheet date of the noncurrent portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Long-Term Line of Credit, Noncurrent", "terseLabel": "Revolving credit facility, noncurrent" } } }, "localname": "LongTermLineOfCredit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r18" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-Term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r18", "r100" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-Term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingencyEstimateOfPossibleLoss": { "auth_ref": [ "r371", "r372", "r375" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Reflects the estimated amount of loss from the specified contingency as of the balance sheet date.", "label": "Loss Contingency, Estimate of Possible Loss", "terseLabel": "Loss contingency, estimate of possible loss" } } }, "localname": "LossContingencyEstimateOfPossibleLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LossContingencyNumberOfPlaintiffs": { "auth_ref": [ "r755", "r756" ], "lang": { "en-us": { "role": { "documentation": "Number of plaintiffs that have filed claims pertaining to a loss contingency.", "label": "Loss Contingency, Number of Plaintiffs", "terseLabel": "Loss contingency, number of plaintiffs" } } }, "localname": "LossContingencyNumberOfPlaintiffs", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_MinorityInterestChangeInRedemptionValue": { "auth_ref": [ "r105", "r106", "r107", "r119" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Change in noncontrolling interest during the period as a result of a change in the redemption value of redeemable noncontrolling interest.", "label": "Noncontrolling Interest, Change in Redemption Value", "terseLabel": "Adjustment to redeemable non-controlling interest" } } }, "localname": "MinorityInterestChangeInRedemptionValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestFinancialAssetsMeasuredAtFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByParent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The parent entity's interest in net assets of the subsidiary, expressed as a percentage.", "label": "Noncontrolling Interest, Ownership Percentage by Parent", "terseLabel": "Ownership percentage by parent" } } }, "localname": "MinorityInterestOwnershipPercentageByParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_MoneyMarketFundsMember": { "auth_ref": [ "r771" ], "lang": { "en-us": { "role": { "documentation": "Fund that invests in short-term money-market instruments, for example, but not limited to, commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and other highly liquid securities.", "label": "Money Market Funds [Member]", "terseLabel": "Money Market Funds" } } }, "localname": "MoneyMarketFundsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NatureOfOperations": { "auth_ref": [ "r297", "r303" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.", "label": "Nature of Operations [Text Block]", "terseLabel": "Organization and Description of Business" } } }, "localname": "NatureOfOperations", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/OrganizationandDescriptionofBusiness" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r254" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash flows from financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r254" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash flows from investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r52", "r53", "r56" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash provided by (used in) operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Net Cash Provided by (Used in) Operating Activities [Abstract]" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r31", "r56", "r197", "r211", "r218", "r236", "r239", "r244", "r260", "r271", "r273", "r274", "r275", "r276", "r279", "r280", "r285", "r310", "r318", "r322", "r324", "r334", "r376", "r377", "r379", "r380", "r381", "r382", "r383", "r385", "r386", "r545", "r553", "r673", "r761" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net Income (Loss) Attributable to Parent", "totalLabel": "Net loss attributable to nCino, Inc.", "verboseLabel": "Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails", "http://www.ncino.com/role/ConsolidatedStatementofCashFlows", "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Income (Loss) Attributable to Parent [Abstract]", "terseLabel": "Numerator" } } }, "localname": "NetIncomeLossAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r168", "r175", "r236", "r239", "r279", "r280", "r720" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "terseLabel": "Net loss attributable to redeemable non-controlling interest" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToRedeemableNoncontrollingInterest": { "auth_ref": [ "r37" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to redeemable noncontrolling interest.", "label": "Net Income (Loss) Attributable to Redeemable Noncontrolling Interest", "terseLabel": "Net loss attributable to redeemable non-controlling interest (Note 3)", "verboseLabel": "Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)" } } }, "localname": "NetIncomeLossAttributableToRedeemableNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestFinancialAssetsMeasuredAtFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NonUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Countries excluding the United States of America (US).", "label": "Non-US [Member]", "terseLabel": "International" } } }, "localname": "NonUsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyPlantandEquipmentbyGeographicLocationDetails", "http://www.ncino.com/role/RevenuesRevenueByGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NoncontrollingInterestAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Noncontrolling Interest [Abstract]" } } }, "localname": "NoncontrollingInterestAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_NonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Nonoperating Income (Expense) [Abstract]", "terseLabel": "Non-operating income (expense)" } } }, "localname": "NonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_NonvotingCommonStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common stock securities that do not empower a holder to vote on corporate resolutions or the election of directors.", "label": "Nonvoting Common Stock [Member]", "terseLabel": "Non-voting Common Stock" } } }, "localname": "NonvotingCommonStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [ "r737" ], "lang": { "en-us": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Number of operating segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfReportingUnits": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of reporting units tested for impairment of goodwill. A reporting unit is an operating segment or one level below an operating segment.", "label": "Number of Reporting Units", "terseLabel": "Number of reporting units" } } }, "localname": "NumberOfReportingUnits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total operating expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Operating expenses" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r310", "r318", "r322", "r324", "r673" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_IncomeLossIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Loss from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r574", "r700" ], "calculation": { "http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Operating lease expense" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r570" ], "calculation": { "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails_1": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "totalLabel": "Total lease obligations" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r570" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "negatedTerseLabel": "Less: current obligations", "terseLabel": "Operating lease liabilities, current portion" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r570" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating lease liabilities, noncurrent", "verboseLabel": "Long-term lease obligations" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/LeasesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r572", "r577" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Cash paid for amounts included in the measurement of operating lease liabilities" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesSupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r569" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 8.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating lease right-of-use assets, net" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r580", "r700" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Operating lease, weighted average discount rate, percent" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r579", "r700" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Operating lease, weighted average remaining lease term" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r141" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Operating loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails", "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r15" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "terseLabel": "Accrued expenses and other current liabilities" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of other assets.", "label": "Other Assets, Fair Value Disclosure", "terseLabel": "Time deposits (included in other long-term assets)" } } }, "localname": "OtherAssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r227" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other long-term assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Other Commitments [Line Items]", "terseLabel": "Other Commitments [Line Items]" } } }, "localname": "OtherCommitmentsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OtherCommitmentsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about obligations resulting from other commitments.", "label": "Other Commitments [Table]", "terseLabel": "Other Commitments [Table]" } } }, "localname": "OtherCommitmentsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r165", "r166", "r169" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to noncontrolling interests.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest", "terseLabel": "Foreign currency translation attributable to redeemable non-controlling interest" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "auth_ref": [ "r23" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax", "terseLabel": "Foreign currency translation" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r29", "r111", "r237", "r240", "r246", "r559", "r564", "r565", "r614", "r622", "r718", "r719" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "totalLabel": "Other comprehensive income (loss)" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax [Abstract]", "terseLabel": "Other comprehensive income (loss):" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r165", "r166", "r169", "r237", "r240" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of other comprehensive income (loss) attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent", "terseLabel": "Other comprehensive income (loss)" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIntangibleAssetsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Intangible assets classified as other.", "label": "Other Intangible Assets [Member]", "terseLabel": "Other Intangible Assets" } } }, "localname": "OtherIntangibleAssetsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherNoncashInvestingAndFinancingItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Noncash Investing and Financing Items [Abstract]", "terseLabel": "Supplemental disclosure of noncash investing and financing activities" } } }, "localname": "OtherNoncashInvestingAndFinancingItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r42" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 4.0, "parentTag": "us-gaap_IncomeLossIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "terseLabel": "Other income (expense), net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherReceivablesNetCurrent": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails": { "order": 4.0, "parentTag": "us-gaap_AccountsReceivableNetCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance, of receivables classified as other, due within one year or the operating cycle, if longer.", "label": "Other Receivables, Net, Current", "terseLabel": "Other accounts receivable" } } }, "localname": "OtherReceivablesNetCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherRestructuringMember": { "auth_ref": [ "r675", "r676", "r677", "r678" ], "lang": { "en-us": { "role": { "documentation": "Restructuring and related activities classified as other.", "label": "Other Restructuring [Member]", "terseLabel": "Stock-based compensation (benefit)" } } }, "localname": "OtherRestructuringMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentForContingentConsiderationLiabilityFinancingActivities": { "auth_ref": [ "r50" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow, not made soon after acquisition date of business combination, to settle contingent consideration liability up to amount recognized at acquisition date, including, but not limited to, measurement period adjustment and less amount paid soon after acquisition date.", "label": "Payment for Contingent Consideration Liability, Financing Activities", "negatedTerseLabel": "Contingent consideration payments" } } }, "localname": "PaymentForContingentConsiderationLiabilityFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRestructuring": { "auth_ref": [ "r358", "r722" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash payments made as the result of exit or disposal activities. Excludes payments associated with a discontinued operation or an asset retirement obligation.", "label": "Payments for Restructuring", "terseLabel": "Payments for restructuring" } } }, "localname": "PaymentsForRestructuring", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtIssuanceCosts": { "auth_ref": [ "r49" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.", "label": "Payments of Debt Issuance Costs", "negatedTerseLabel": "Payments of debt issuance costs" } } }, "localname": "PaymentsOfDebtIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r51" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "negatedTerseLabel": "Stock issuance costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesGross": { "auth_ref": [ "r43", "r534" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.", "label": "Payments to Acquire Businesses, Gross", "terseLabel": "Cash consideration to members" } } }, "localname": "PaymentsToAcquireBusinessesGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "auth_ref": [ "r43" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "negatedTerseLabel": "Acquisition of business, net of cash acquired" } } }, "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireIntangibleAssets": { "auth_ref": [ "r44" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill.", "label": "Payments to Acquire Intangible Assets", "negatedLabel": "Acquisition of assets" } } }, "localname": "PaymentsToAcquireIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireInvestments": { "auth_ref": [ "r45" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the purchase of all investments (debt, security, other) during the period.", "label": "Payments to Acquire Investments", "negatedTerseLabel": "Purchase of investments (related party $0, $0, and $2,500, respectively)" } } }, "localname": "PaymentsToAcquireInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows", "http://www.ncino.com/role/ConsolidatedStatementsofCashFlowsParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r44" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedTerseLabel": "Purchases of property and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToMinorityShareholders": { "auth_ref": [ "r51" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to a noncontrolling interest. Includes, but not limited to, reduction of noncontrolling interest ownership. Excludes dividends paid to the noncontrolling interest.", "label": "Payments to Noncontrolling Interests", "terseLabel": "Payments to noncontrolling interests" } } }, "localname": "PaymentsToMinorityShareholders", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r773", "r774", "r775", "r776", "r777", "r778", "r779", "r780", "r781", "r782", "r783", "r784", "r785", "r786", "r787", "r788", "r789", "r790", "r791", "r792", "r793", "r794", "r795", "r796", "r797", "r798" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [ "r773", "r774", "r775", "r776", "r777", "r778", "r779", "r780", "r781", "r782", "r783", "r784", "r785", "r786", "r787", "r788", "r789", "r790", "r791", "r792", "r793", "r794", "r795", "r796", "r797", "r798" ], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r5", "r401" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock, par value (in USD per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/StockholdersEquityNarrativeDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/StockholdersEquityNarrativeDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r5", "r401" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, shares issued (in shares)" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock, shares outstanding (in shares)" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r5", "r701" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred stock, $0.001 par value; 10,000,000 shares authorized, and none issued and outstanding as of January\u00a031, 2022 and January\u00a031, 2023" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r717" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid expenses and other current assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r46" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "terseLabel": "Proceeds from initial public offering, net of underwriting discounts and commissions" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLinesOfCredit": { "auth_ref": [ "r47", "r726" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Proceeds from Lines of Credit", "terseLabel": "Proceeds from borrowings on revolving credit facility" } } }, "localname": "ProceedsFromLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r46", "r129" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from exercise of option under share-based payment arrangement.", "label": "Proceeds from Stock Options Exercised", "terseLabel": "Exercise of stock options" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockPlans": { "auth_ref": [ "r46" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from the stock plan during the period.", "label": "Proceeds from Stock Plans", "terseLabel": "Stock issuance under the employee stock purchase plan" } } }, "localname": "ProceedsFromStockPlans", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r218", "r236", "r239", "r253", "r260", "r271", "r279", "r280", "r310", "r318", "r322", "r324", "r334", "r376", "r377", "r379", "r380", "r381", "r382", "r383", "r385", "r386", "r535", "r538", "r539", "r545", "r553", "r619", "r673", "r698", "r699", "r720", "r761" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 }, "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 }, "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Net loss", "totalLabel": "Net loss" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows", "http://www.ncino.com/role/ConsolidatedStatementofComprehensiveLoss", "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r91" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r92", "r639", "r640", "r641" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipment" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r89", "r223" ], "calculation": { "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property and equipment, gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/PropertyandEquipmentPropertyPlantandEquipmentbyGeographicLocationDetails", "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r91", "r208", "r620", "r701" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net", "totalLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/PropertyandEquipmentPropertyPlantandEquipmentbyGeographicLocationDetails", "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r91", "r639", "r640" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r91" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Property, Plant and Equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentTables", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Long-Lived Tangible Asset [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Estimated Useful Life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r251", "r338" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable.", "label": "Accounts Receivable, Credit Loss Expense (Reversal)", "terseLabel": "Charged to bad debt expense", "verboseLabel": "Provision for bad debt" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesSummaryofUncollectibleAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligation": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Minimum amount of purchase arrangement in which the entity has agreed to expend funds to procure goods or services from a supplier.", "label": "Purchase Obligation", "totalLabel": "Total" } } }, "localname": "PurchaseObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueAfterFifthYear": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 5.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid after fifth fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "PurchaseObligationDueAfterFifthYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInFifthYear": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 4.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in fifth fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Five", "terseLabel": "2028" } } }, "localname": "PurchaseObligationDueInFifthYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInFourthYear": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 3.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in fourth fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Four", "terseLabel": "2027" } } }, "localname": "PurchaseObligationDueInFourthYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 1.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in next fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year One", "terseLabel": "2024" } } }, "localname": "PurchaseObligationDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInSecondYear": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 2.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in second fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Two", "terseLabel": "2025" } } }, "localname": "PurchaseObligationDueInSecondYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInThirdYear": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails": { "order": 6.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in third fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Three", "terseLabel": "2026" } } }, "localname": "PurchaseObligationDueInThirdYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationFiscalYearMaturityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Purchase Obligation, Fiscal Year Maturity [Abstract]", "terseLabel": "Purchase commitments" } } }, "localname": "PurchaseObligationFiscalYearMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/CommitmentandContingenciesPurchaseCommitmentsandFutureMinimumLeasePaymentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy": { "auth_ref": [ "r76" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized.", "label": "Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]", "terseLabel": "Accounts Receivable and Allowances" } } }, "localname": "ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RedeemableNoncontrollingInterestEquityCarryingAmount": { "auth_ref": [ "r103", "r104", "r105", "r106" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "As of the reporting date, the aggregate carrying amount of all noncontrolling interests which are redeemable by the (parent) entity (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder of the noncontrolling interest, or (3) upon occurrence of an event that is not solely within the control of the (parent) entity. This item includes noncontrolling interest holder's ownership (or holders' ownership) regardless of the type of equity interest (common, preferred, other) including all potential organizational (legal) forms of the investee entity.", "label": "Redeemable Noncontrolling Interest, Equity, Carrying Amount", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance", "terseLabel": "Redeemable non-controlling interest (Note 3)" } } }, "localname": "RedeemableNoncontrollingInterestEquityCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestFinancialAssetsMeasuredAtFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RedeemableNoncontrollingInterestEquityRedemptionValue": { "auth_ref": [ "r108" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Redemption value, as if currently redeemable, of redeemable noncontrolling interest classified as temporary equity and the election has been made to accrete changes in redemption value to the earliest redemption date.", "label": "Redeemable Noncontrolling Interest, Equity, Redemption Value", "terseLabel": "Estimated redeemable noncontrolling interest redemption Value" } } }, "localname": "RedeemableNoncontrollingInterestEquityRedemptionValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RedeemableNoncontrollingInterestTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of redeemable noncontrolling interest (as defined) included in the statement of financial position as either a liability or temporary equity. As of the date of the statement of financial position, such redeemable noncontrolling interest is currently redeemable, as defined, for cash or other assets of the entity at (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder of the noncontrolling interest, or (3) upon occurrence of an event that is not solely within the control of the entity.", "label": "Redeemable Noncontrolling Interest [Table Text Block]", "terseLabel": "Redeemable Noncontrolling Interest" } } }, "localname": "RedeemableNoncontrollingInterestTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RelatedPartyCosts": { "auth_ref": [ "r39", "r378", "r379", "r380", "r384", "r385", "r386", "r729" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.", "label": "Related Party Costs", "verboseLabel": "Related party costs" } } }, "localname": "RelatedPartyCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.ncino.com/role/ResellerAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r449", "r587", "r588" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementsofCashFlowsParenthetical", "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/ResellerAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionAxis": { "auth_ref": [ "r216", "r587", "r588", "r820" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party transaction.", "label": "Related Party Transaction [Axis]", "terseLabel": "Related Party Transaction [Axis]" } } }, "localname": "RelatedPartyTransactionAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/ResellerAgreementNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionDomain": { "auth_ref": [ "r216" ], "lang": { "en-us": { "role": { "documentation": "Transaction between related party.", "label": "Related Party Transaction [Domain]", "terseLabel": "Related Party Transaction [Domain]" } } }, "localname": "RelatedPartyTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/ResellerAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty": { "auth_ref": [ "r184" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenses recognized resulting from transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party.", "label": "Related Party Transaction, Expenses from Transactions with Related Party", "terseLabel": "Expenses from transactions with related party" } } }, "localname": "RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]", "terseLabel": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/ResellerAgreementNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r449", "r587", "r601", "r602", "r603", "r604", "r605", "r606", "r607", "r608", "r609", "r610", "r611", "r612", "r820" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementsofCashFlowsParenthetical", "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/ResellerAgreementNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r585", "r586", "r588", "r589", "r590" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related-Party Transactions" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfLinesOfCredit": { "auth_ref": [ "r48", "r726" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Repayments of Lines of Credit", "negatedLabel": "Payments on revolving credit facility" } } }, "localname": "RepaymentsOfLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r133", "r215", "r829" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpenseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption in which the reported facts about research and development expense have been included.", "label": "Research and Development Expense [Member]", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpenseMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r133" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.", "label": "Research and Development Expense, Policy [Policy Text Block]", "terseLabel": "Research and Development" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestrictedCashAndCashEquivalents": { "auth_ref": [ "r57", "r63", "r188", "r205", "r221" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Restricted Cash and Cash Equivalents", "terseLabel": "Restricted cash included in other long-term assets" } } }, "localname": "RestrictedCashAndCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember": { "auth_ref": [ "r221" ], "lang": { "en-us": { "role": { "documentation": "Type of cash and cash equivalent. Cash is currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents [Domain]", "terseLabel": "Cash and Cash Equivalents [Domain]" } } }, "localname": "RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/FairValueMeasurementsSummaryofFinancialAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "Restricted Stock Units (RSUs)" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails", "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Restructuring and Related Activities [Abstract]" } } }, "localname": "RestructuringAndRelatedActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_RestructuringAndRelatedActivitiesDisclosureTextBlock": { "auth_ref": [ "r356", "r358", "r361", "r367", "r368" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.", "label": "Restructuring and Related Activities Disclosure [Text Block]", "terseLabel": "Restructuring" } } }, "localname": "RestructuringAndRelatedActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/Restructuring" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestructuringAndRelatedCostIncurredCost": { "auth_ref": [ "r357", "r360", "r364", "r366" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Discloses the amount charged against the accrued restructuring reserves, or earnings if not previously accrued, during the period for the specified type of restructuring cost.", "label": "Restructuring and Related Cost, Incurred Cost", "terseLabel": "Restructuring and related cost, incurred cost" } } }, "localname": "RestructuringAndRelatedCostIncurredCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringAndRelatedCostNumberOfPositionsEliminatedPeriodPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of positions eliminated during the period as a percentage of total positions eliminated during the period in connection with the restructuring plan(s).", "label": "Restructuring and Related Cost, Number of Positions Eliminated, Period Percent", "terseLabel": "Restructuring and related cost, number of positions eliminated, period percent" } } }, "localname": "RestructuringAndRelatedCostNumberOfPositionsEliminatedPeriodPercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_RestructuringCharges": { "auth_ref": [ "r55", "r362", "r364", "r754" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.", "label": "Restructuring Charges", "terseLabel": "Restructuring charges" } } }, "localname": "RestructuringCharges", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringRestructuringChargesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCostAndReserveAxis": { "auth_ref": [ "r357", "r358", "r364", "r365" ], "lang": { "en-us": { "role": { "documentation": "Information by type of restructuring cost.", "label": "Restructuring Type [Axis]", "terseLabel": "Restructuring Type [Axis]" } } }, "localname": "RestructuringCostAndReserveAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringCostAndReserveLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Restructuring Cost and Reserve [Line Items]", "terseLabel": "Restructuring Cost and Reserve [Line Items]" } } }, "localname": "RestructuringCostAndReserveLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringReserve": { "auth_ref": [ "r358", "r363" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount (including both current and noncurrent portions of the accrual) as of the balance sheet date pertaining to a specified type of cost associated with exit from or disposal of business activities or restructuring pursuant to a duly authorized plan.", "label": "Restructuring Reserve", "terseLabel": "Restructuring reserve" } } }, "localname": "RestructuringReserve", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r8", "r118", "r206", "r632", "r634", "r701" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r217", "r268", "r269", "r270", "r272", "r278", "r280", "r335", "r491", "r492", "r493", "r516", "r517", "r543", "r629", "r631" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r304", "r305", "r317", "r320", "r321", "r325", "r326", "r328", "r436", "r437", "r598" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Total revenues" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/RevenuesRevenueByGeographicRegionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r428", "r429", "r430", "r431", "r432", "r433", "r434", "r435", "r441", "r669" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Deferred Revenue" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r418", "r419", "r420", "r421", "r422", "r423", "r426", "r427", "r440", "r441" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "terseLabel": "Revenues" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/Revenues" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromExternalCustomersByGeographicAreasTableTextBlock": { "auth_ref": [ "r75" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue.", "label": "Revenue from External Customers by Geographic Areas [Table Text Block]", "terseLabel": "Revenue by Geographic Region" } } }, "localname": "RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromRelatedParties": { "auth_ref": [ "r34", "r214", "r378", "r379", "r380", "r384", "r385", "r386" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.", "label": "Revenue from Related Parties", "terseLabel": "Subscription revenue from related parties", "verboseLabel": "Revenue from related parties" } } }, "localname": "RevenueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.ncino.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "auth_ref": [ "r669", "r670" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.", "label": "Revenue [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueRecognitionPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r424" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Amount", "terseLabel": "Remaining performance obligation amount" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1": { "auth_ref": [ "r425" ], "lang": { "en-us": { "role": { "documentation": "Period in which remaining performance obligation is expected to be recognized as revenue, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period", "terseLabel": "Remaining performance obligation, expected timing of satisfaction" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis": { "auth_ref": [ "r425" ], "lang": { "en-us": { "role": { "documentation": "Start date of time band for expected timing of satisfaction of remaining performance obligation, in YYYY-MM-DD format.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about expected timing for satisfying remaining performance obligation.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationPercentage": { "auth_ref": [ "r767" ], "lang": { "en-us": { "role": { "documentation": "Percentage of remaining performance obligation to total remaining performance obligation not recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Percentage", "terseLabel": "Remaining performance obligation percentage" } } }, "localname": "RevenueRemainingPerformanceObligationPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenues [Abstract]", "terseLabel": "Revenues" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r578", "r700" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Right-of-use assets obtained in exchange for operating lease liabilities" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesSupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockConsiderationReceivedOnTransaction": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash received on stock transaction after deduction of issuance costs.", "label": "Sale of Stock, Consideration Received on Transaction", "terseLabel": "Consideration received from offering" } } }, "localname": "SaleOfStockConsiderationReceivedOnTransaction", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Sale of Stock, Number of Shares Issued in Transaction", "terseLabel": "Initial public offering (in shares)" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SaleOfStockPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.", "label": "Sale of Stock, Price Per Share", "terseLabel": "Initial public offering price (in USD per share)" } } }, "localname": "SaleOfStockPricePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock": { "auth_ref": [ "r22" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.", "label": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]", "terseLabel": "Schedule of Accounts, Notes, Loans and Financing Receivable" } } }, "localname": "ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r65" ], "lang": { "en-us": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareWeightedAverageNumberofSharesExcludedFromComputationofEPSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock": { "auth_ref": [ "r65" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTable": { "auth_ref": [ "r163" ], "lang": { "en-us": { "role": { "documentation": "Schedule of information about a contingent payment arrangement including the terms that will result in payment and the accounting treatment that will be followed if such contingency occurs, including the potential impact on earnings per share if the contingency is to be settled in shares of common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments.", "label": "Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table]", "terseLabel": "Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r150", "r151", "r532" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "http://www.ncino.com/role/BusinessCombinationsSummaryOfNetAssetsAcquiredDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock": { "auth_ref": [ "r150", "r151" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.", "label": "Schedule of Business Acquisitions, by Acquisition [Table Text Block]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r144" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Components of Income Tax Expense (Benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r140" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r735" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Earnings Per Share, Basic and Diluted" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r135" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable": { "auth_ref": [ "r127", "r130" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about amount recognized for award under share-based payment arrangement. Includes, but is not limited to, amount expensed in statement of income or comprehensive income, amount capitalized in statement of financial position, and corresponding reporting line item in financial statements.", "label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table]" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock": { "auth_ref": [ "r127" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement.", "label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]", "terseLabel": "Share-Based Compensation Expense" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEquityMethodInvestmentsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Schedule of Equity Method Investments [Line Items]", "terseLabel": "Schedule of Equity Method Investments [Line Items]" } } }, "localname": "ScheduleOfEquityMethodInvestmentsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEquityMethodInvestmentsTable": { "auth_ref": [ "r78", "r218", "r260", "r334", "r553" ], "lang": { "en-us": { "role": { "documentation": "Summarization of information required and determined to be disclosed concerning equity method investments in common stock. The summarized information includes: (a) the name of each investee or group of investees for which combined disclosure is appropriate, (2) the percentage ownership of common stock, (3) the difference, if any, between the carrying amount of an investment and the value of the underlying equity in the net assets and the accounting treatment of difference, if any, and (4) the aggregate value of each identified investment based on its quoted market price, if available.", "label": "Schedule of Equity Method Investments [Table]", "terseLabel": "Schedule of Equity Method Investments [Table]" } } }, "localname": "ScheduleOfEquityMethodInvestmentsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/VariableInterestEntityandRedeemableNonControllingInterestNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock": { "auth_ref": [ "r80" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period.", "label": "Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r80", "r83", "r599" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails", "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r80", "r83" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r674", "r741", "r742", "r743", "r744", "r745", "r746", "r747", "r748", "r749", "r750", "r751" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of Goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r728" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Schedule of Income before Income Tax, Domestic and Foreign" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock": { "auth_ref": [ "r122" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the changes in outstanding nonvested restricted stock units.", "label": "Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]", "terseLabel": "Schedule of Nonvested Restricted Stock Units Activity" } } }, "localname": "ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r91" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/PropertyandEquipmentPropertyPlantandEquipmentbyGeographicLocationDetails", "http://www.ncino.com/role/PropertyandEquipmentPropertyandequipmentnetDetails", "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPropertyPlantandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock": { "auth_ref": [ "r154" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.", "label": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]", "terseLabel": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed" } } }, "localname": "ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r185", "r186" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RelatedPartyTransactionsDetails", "http://www.ncino.com/role/ResellerAgreementNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTable": { "auth_ref": [ "r357", "r358", "r359", "r360", "r364", "r365", "r366" ], "lang": { "en-us": { "role": { "documentation": "Table presenting the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and the amount of and periodic changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost by type of restructuring.", "label": "Schedule of Restructuring and Related Costs [Table]", "terseLabel": "Schedule of Restructuring and Related Costs [Table]" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTextBlock": { "auth_ref": [ "r93", "r94", "r95" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of costs incurred for restructuring including, but not limited to, exit and disposal activities, remediation, implementation, integration, asset impairment, and charges against earnings from the write-down of assets.", "label": "Restructuring and Related Costs [Table Text Block]", "terseLabel": "Restructuring and Related Costs" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r453", "r455", "r457", "r458", "r459", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477", "r478", "r481", "r482", "r483", "r484", "r485" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r121", "r123", "r124" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-Based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Stock Option Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r126" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTextBlock": { "auth_ref": [ "r4", "r5", "r6", "r102", "r109", "r110", "r112", "r113", "r114", "r115", "r116", "r117", "r118" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.", "label": "Schedule of Stock by Class [Table Text Block]", "terseLabel": "Schedule of Stock by Class" } } }, "localname": "ScheduleOfStockByClassTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock": { "auth_ref": [ "r83" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets.", "label": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense" } } }, "localname": "ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "auth_ref": [ "r311", "r312", "r313", "r314", "r315", "r316", "r326" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for segment reporting.", "label": "Segment Reporting, Policy [Policy Text Block]", "terseLabel": "Operating Segments" } } }, "localname": "SegmentReportingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.", "label": "Selling and Marketing Expense", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingAndMarketingExpenseMember": { "auth_ref": [ "r32" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing selling and marketing expense.", "label": "Selling and Marketing Expense [Member]", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpenseMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails", "http://www.ncino.com/role/PropertyandEquipmentDepreciationExpenseDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails", "http://www.ncino.com/role/RevenuesNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationScheduleofCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r54" ], "calculation": { "http://www.ncino.com/role/ConsolidatedStatementofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r695" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period", "terseLabel": "Award vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r474" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedTerseLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r474" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Forfeited (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r472" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r472" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Granted (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r469", "r470" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Nonvested, end of period (in shares)", "periodStartLabel": "Nonvested, beginning of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Number\u00a0of Shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r469", "r470" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Nonvested, end of period (in USD per share)", "periodStartLabel": "Nonvested, beginning of period (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted\u00a0Average Grant Date Fair Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r473" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r473" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Vested (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r483" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Expected dividends" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r482" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "terseLabel": "Expected volatility" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r484" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "terseLabel": "Risk-free interest rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of additional shares authorized for issuance under share-based payment arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized", "terseLabel": "Number of additional shares authorized (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r697" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized", "terseLabel": "Number of shares authorized (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "auth_ref": [ "r128" ], "lang": { "en-us": { "role": { "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant", "terseLabel": "Number of shares available for grant" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Weighted Average Remaining Contractual Term (Years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r463" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number", "terseLabel": "Exercisable, end of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r463" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "terseLabel": "Exercisable, end of period (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r476" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Exercised" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod": { "auth_ref": [ "r779" ], "lang": { "en-us": { "role": { "documentation": "For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period", "negatedTerseLabel": "Expired or forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r779" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price of options that were either forfeited or expired.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price", "terseLabel": "Expired or forfeited (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [ "r465" ], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r128" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value", "periodEndLabel": "Outstanding, end of period", "periodStartLabel": "Outstanding, beginning of period", "terseLabel": "Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r461", "r462" ], "calculation": { "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails": { "order": 1.0, "parentTag": "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Outstanding, end of period (in shares)", "periodStartLabel": "Outstanding, beginning of period (in shares)", "terseLabel": "Issued and outstanding stock options" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Number of Shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r461", "r462" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Outstanding, end of period (in USD per share)", "periodStartLabel": "Outstanding, beginning of period (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted Average Exercise\u00a0Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableAggregateIntrinsicValue": { "auth_ref": [ "r478" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest exercisable or convertible options. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value", "terseLabel": "Fully vested or expected to vest, end of period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableAggregateIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableNumber": { "auth_ref": [ "r478" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest exercisable options that may be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number", "terseLabel": "Fully vested or expected to vest, end of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r478" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest exercisable or convertible options. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price", "terseLabel": "Fully vested or expected to vest, end of period (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedInPeriod": { "auth_ref": [ "r128" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued under share-based payment arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period", "terseLabel": "Share-based compensation arrangement by share-based payment award, shares issued in period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r457", "r458", "r459", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477", "r478", "r481", "r482", "r483", "r484", "r485" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails", "http://www.ncino.com/role/StockBasedCompensationRSUsActivityDetails", "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r466" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Exercised (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r465" ], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Granted (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r460", "r479", "r480", "r481", "r482", "r485", "r494", "r495" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-Based Payment Arrangement [Policy Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage": { "auth_ref": [ "r773" ], "lang": { "en-us": { "role": { "documentation": "Percentage of vesting of award under share-based payment arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage", "terseLabel": "Award vesting rights, percentage" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract]", "terseLabel": "Aggregate Intrinsic Value (In thousands)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Intrinsic value of vested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested", "terseLabel": "Equity Instruments other than options, aggregate intrinsic value, vested" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r696" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period", "terseLabel": "Expiration period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r481" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected life (in years from vesting)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionValuationAssumptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r128" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value", "terseLabel": "Exercisable, end of period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r128" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Exercisable, end of period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r125" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "verboseLabel": "Weighted average remaining contractual term" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r478" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for fully vested and expected to vest exercisable or convertible options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Fully vested or expected to vest, end of period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchase price of common stock expressed as a percentage of its fair value.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent", "terseLabel": "Purchase price of common stock, percent" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Balance, end of year (in shares)", "periodStartLabel": "Balance, beginning of year (in shares)" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_ShortTermLeaseCost": { "auth_ref": [ "r575", "r700" ], "calculation": { "http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term lease cost, excluding expense for lease with term of one month or less.", "label": "Short-Term Lease, Cost", "terseLabel": "Short-term lease expense" } } }, "localname": "ShortTermLeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r64", "r257" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Summary of Significant Accounting Policies" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State and Local Jurisdiction" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails", "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r229", "r230", "r231", "r260", "r283", "r284", "r286", "r288", "r295", "r296", "r334", "r376", "r379", "r380", "r381", "r385", "r386", "r401", "r402", "r404", "r408", "r414", "r553", "r654", "r715", "r725", "r734" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsConsiderationTransferredDetails", "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.ncino.com/role/StockholdersEquityCommonStockFutureIssuanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r21", "r111", "r217", "r242", "r243", "r244", "r268", "r269", "r270", "r272", "r278", "r280", "r294", "r335", "r415", "r491", "r492", "r493", "r516", "r517", "r543", "r559", "r560", "r561", "r562", "r563", "r565", "r584", "r629", "r630", "r631" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementsofCashFlowsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r268", "r269", "r270", "r294", "r598" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementsofCashFlowsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementsofOperations", "http://www.ncino.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StockCompensationPlanMember": { "auth_ref": [ "r736" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement in which award of equity shares are granted. Arrangement includes, but is not limited to, grantor incurring liability for product and service based on price of its shares.", "label": "Share-Based Payment Arrangement [Member]", "terseLabel": "Share-based Payment Arrangement" } } }, "localname": "StockCompensationPlanMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockBasedCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StockIssued1": { "auth_ref": [ "r60", "r61", "r62" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value of stock issued in noncash financing activities.", "label": "Stock Issued", "terseLabel": "Fair value of common stock issued as consideration for business acquisition" } } }, "localname": "StockIssued1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r5", "r6", "r118" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "terseLabel": "Stock issuance related to business combinations (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans": { "auth_ref": [ "r5", "r6", "r111", "r118" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of an employee stock purchase plan.", "label": "Stock Issued During Period, Shares, Employee Stock Purchase Plans", "terseLabel": "Stock issuance under the employee stock purchase plan (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r5", "r6", "r111", "r118" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross": { "auth_ref": [ "r111", "r118" ], "lang": { "en-us": { "role": { "documentation": "Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Gross", "terseLabel": "Stock issuance upon vesting of restricted stock units (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r5", "r6", "r111", "r118", "r466" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period", "negatedLabel": "Exercised (in shares)", "terseLabel": "Exercise of stock options (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.ncino.com/role/StockBasedCompensationStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r21", "r111", "r118" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Stock issuance related to business combinations" } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan": { "auth_ref": [ "r5", "r6", "r111", "r118" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate change in value for stock issued during the period as a result of employee stock purchase plan.", "label": "Stock Issued During Period, Value, Employee Stock Purchase Plan", "terseLabel": "Stock issuance under the employee stock purchase plan" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeStockPurchasePlan", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r5", "r6", "r111", "r118" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r21", "r111", "r118" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "terseLabel": "Exercise of stock options" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r6", "r9", "r10", "r77", "r701", "r727", "r738", "r811" ], "calculation": { "http://www.ncino.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Balance, end of year", "periodStartLabel": "Balance, beginning of year", "totalLabel": "Total stockholders\u2019 equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets", "http://www.ncino.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]", "terseLabel": "Stockholders\u2019 equity" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r120", "r259", "r402", "r403", "r404", "r405", "r406", "r407", "r408", "r409", "r410", "r411", "r412", "r413", "r415", "r542" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "Stockholders\u2019 Equity" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/StockholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SummaryOfOperatingLossCarryforwardsTextBlock": { "auth_ref": [ "r142" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Summary of Operating Loss Carryforwards [Table Text Block]", "terseLabel": "Summary of Operating Loss Carryforwards" } } }, "localname": "SummaryOfOperatingLossCarryforwardsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SummaryOfTaxCreditCarryforwardsTextBlock": { "auth_ref": [ "r142" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of tax credit carryforwards available to reduce future taxable income, including amounts, expiration dates, limitations on use and the related deferred tax assets and valuation allowances.", "label": "Summary of Tax Credit Carryforwards [Table Text Block]", "terseLabel": "Summary of Tax Credit Carryforwards" } } }, "localname": "SummaryOfTaxCreditCarryforwardsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "Supplemental disclosure of cash flow information" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedStatementofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Tax Credit Carryforward [Line Items]", "terseLabel": "Tax Credit Carryforward [Line Items]" } } }, "localname": "TaxCreditCarryforwardLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardTable": { "auth_ref": [ "r142" ], "lang": { "en-us": { "role": { "documentation": "A listing of tax credit carryforwards available to reduce future taxable income including descriptions, amounts, expiration dates, limitations on use and the related deferred tax assets and valuation allowances.", "label": "Tax Credit Carryforward [Table]", "terseLabel": "Tax Credit Carryforward [Table]" } } }, "localname": "TaxCreditCarryforwardTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNetOperatingLossandTaxCreditCarryforwardsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TradeNamesMember": { "auth_ref": [ "r155" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a business name to gain or protect exclusive use thereof.", "label": "Trade Names [Member]", "terseLabel": "Trade name" } } }, "localname": "TradeNamesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BusinessCombinationsComponentsofIdentifiableIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TrademarksAndTradeNamesMember": { "auth_ref": [ "r155" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style, or rights either acquired through registration of a business name to gain or protect exclusive use thereof.", "label": "Trademarks and Trade Names [Member]", "terseLabel": "Trademarks and trade name" } } }, "localname": "TrademarksAndTradeNamesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/GoodwillandIntangibleAssetsScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TypeOfRestructuringDomain": { "auth_ref": [ "r357", "r358", "r364", "r365" ], "lang": { "en-us": { "role": { "documentation": "Identification of the types of restructuring costs.", "label": "Type of Restructuring [Domain]", "terseLabel": "Type of Restructuring [Domain]" } } }, "localname": "TypeOfRestructuringDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RestructuringNarrativeDetails", "http://www.ncino.com/role/RestructuringRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnbilledReceivablesCurrent": { "auth_ref": [], "calculation": { "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails": { "order": 2.0, "parentTag": "us-gaap_AccountsReceivableNetCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount received for services rendered and products shipped, but not yet billed, for non-contractual agreements due within one year or the normal operating cycle, if longer.", "label": "Unbilled Receivables, Current", "terseLabel": "Unbilled accounts receivable" } } }, "localname": "UnbilledReceivablesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevenuesAccountsReceivableLessAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UndistributedEarningsOfForeignSubsidiaries": { "auth_ref": [ "r199", "r213", "r498", "r528" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of undistributed earnings of foreign subsidiaries intended to be permanently reinvested outside the country of domicile.", "label": "Undistributed Earnings of Foreign Subsidiaries", "terseLabel": "Undistributed earnings of foreign subsidiaries" } } }, "localname": "UndistributedEarningsOfForeignSubsidiaries", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r72", "r73", "r74", "r298", "r299", "r301", "r302" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowancesAndReservesBalance": { "auth_ref": [ "r265", "r266" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount", "periodEndLabel": "Balance, end of period", "terseLabel": "Balance, beginning of period" } } }, "localname": "ValuationAllowancesAndReservesBalance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SECScheduleArticle1209ValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesPeriodIncreaseDecrease": { "auth_ref": [ "r730" ], "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease)", "terseLabel": "Net increase during the year" } } }, "localname": "ValuationAllowancesAndReservesPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/SECScheduleArticle1209ValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableInterestEntityPrimaryBeneficiaryMember": { "auth_ref": [ "r172", "r536", "r537", "r540", "r541" ], "lang": { "en-us": { "role": { "documentation": "Variable Interest Entities (VIE) in which the entity has a controlling financial interest (as defined) and of which it is therefore the primary beneficiary. A controlling financial interest is determined based on both: (a) the entity's power to direct activities of the VIE that most significantly impact the VIE's economic performance and (b) the entity's obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. VIEs of which the entity is the primary beneficiary are included in the consolidated financial statements of the entity.", "label": "Variable Interest Entity, Primary Beneficiary [Member]", "terseLabel": "Variable Interest Entity, Primary Beneficiary" } } }, "localname": "VariableInterestEntityPrimaryBeneficiaryMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_VariableLeaseCost": { "auth_ref": [ "r576", "r700" ], "calculation": { "http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases.", "label": "Variable Lease, Cost", "terseLabel": "Variable lease expense" } } }, "localname": "VariableLeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/LeasesComponentsofLeaseExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/RevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r282", "r288" ], "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted average-common shares outstanding basic (in shares)", "verboseLabel": "Diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails", "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r281", "r288" ], "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Basic (in shares)", "verboseLabel": "Weighted average-common shares outstanding basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails", "http://www.ncino.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasicAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Weighted Average Number of Shares Outstanding, Basic [Abstract]", "terseLabel": "Denominator" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasicAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.ncino.com/role/BasicandDilutedLossperShareComponentsofBasicandDilutedLossPerShareDetails" ], "xbrltype": "stringItemType" } }, "unitCount": 9 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123465755&loc=SL6230698-112601", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r101": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "https://asc.fasb.org/topic&trid=2208564", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(12)(c)", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=SL6540498-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(16)(c)", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=SL6540498-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "14", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=SL6540498-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "15", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=SL6540498-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "16(c)", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=SL6540498-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "24(b)", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=SL6540498-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21553-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21484-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21488-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r120": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "https://asc.fasb.org/topic&trid=2208762", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=SL79508275-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11149-113907", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11178-113907", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "https://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126976462&loc=d3e36027-109320", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=123586518&loc=d3e961-128460", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "37", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=123455525&loc=d3e2207-128464", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=123410050&loc=d3e5263-128473", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=123410050&loc=d3e5333-128473", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "38", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=123410050&loc=d3e5504-128473", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126966197&loc=d3e6578-128477", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126966197&loc=d3e6613-128477", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(4)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "c", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r164": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "https://asc.fasb.org/topic&trid=2303972", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4569616-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4569643-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4613674-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "2AA", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "a", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=SL6759068-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5728-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=SL6759159-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13531-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(1))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=6479915&loc=d3e66715-112838", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126941378&loc=d3e61044-112788", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(10))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(b)(1))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(2))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15(a))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=6487024&loc=d3e29054-158556", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07.1(c))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "https://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6904-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(12))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(15))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(16))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(18))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3)(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(22))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(23))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e637-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(5))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3367-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3000-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18726-107790", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(c))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e681-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column B))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column E))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669686-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e557-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1505-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1278-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r293": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "https://asc.fasb.org/topic&trid=2144383", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r303": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "https://asc.fasb.org/topic&trid=2134479", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(8))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(e))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "340", "URI": "https://asc.fasb.org/extlink&oid=126905575&loc=SL49131252-203054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "340", "URI": "https://asc.fasb.org/extlink&oid=126905575&loc=SL49131252-203054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=99380562&loc=d3e13777-109266", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r349": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/subtopic&trid=2144439", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.18)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4(b)(2))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(1))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(2))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(e))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r368": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "420", "URI": "https://asc.fasb.org/topic&trid=2175745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.19)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "https://asc.fasb.org/extlink&oid=124440162&loc=d3e12021-110248", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126919976&loc=SL49130531-203044", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126919976&loc=SL49130532-203044", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130561-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130564-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130549-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130549-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r441": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "https://asc.fasb.org/topic&trid=49130388", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r451": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "70", "Topic": "715", "URI": "https://asc.fasb.org/subtopic&trid=2235116", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=SL116886442-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4534-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4549-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(04)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(l)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2.Q6)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r495": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "https://asc.fasb.org/topic&trid=2228938", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "https://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "https://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126928070&loc=d3e28200-109314", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e31917-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r529": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "https://asc.fasb.org/topic&trid=2144680", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(3)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4569616-111683", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=SL6742756-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=126980362&loc=d3e28228-110885", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123602790&loc=d3e30226-110892", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=125521441&loc=d3e30690-110894", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=124440516&loc=d3e30840-110895", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r566": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "https://asc.fasb.org/topic&trid=2175825", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3044-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918666-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4273-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r583": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/subtopic&trid=77888251", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r590": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "https://asc.fasb.org/topic&trid=2122745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124437977&loc=d3e55792-112764", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "https://asc.fasb.org/extlink&oid=126937589&loc=SL119991595-234733", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "912", "URI": "https://asc.fasb.org/extlink&oid=126938201&loc=d3e55415-109406", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "https://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4304-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "https://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4313-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(24))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(25))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4332-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(20))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(21))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=126942805&loc=d3e3115-115594", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=d3e99779-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r64": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "https://asc.fasb.org/topic&trid=2122369", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=d3e99893-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=SL120174063-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 4))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "https://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "https://asc.fasb.org/extlink&oid=126945304&loc=d3e27327-108691", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r654": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r655": { "Footnote": "2", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r656": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r657": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "29", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r658": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column B", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r659": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column C", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r660": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column D", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r661": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column E", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r662": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column F", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r663": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column G", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r664": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column H", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r665": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column I", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r666": { "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "09", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6327-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r671": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(1))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(2))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r681": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r690": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123414884&loc=SL77918982-209971", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117783719-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117783719-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117819544-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r705": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r706": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r707": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r708": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r709": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6442-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r710": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r711": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r712": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r713": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r714": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3)(a)(4))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r721": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(b)(2))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3367-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r723": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r727": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e2626-109256", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8672-108599", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "340", "URI": "https://asc.fasb.org/extlink&oid=126905575&loc=SL49131251-203054", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r741": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r742": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r743": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r744": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r745": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r746": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r747": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r748": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r749": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "a", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r750": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r751": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r753": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "410", "URI": "https://asc.fasb.org/extlink&oid=6393242&loc=d3e13237-110859", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r754": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=109237686&loc=d3e17752-110868", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r755": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r756": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r757": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r758": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r759": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "https://asc.fasb.org/topic&trid=2127136", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5144-111524", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r760": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r761": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r762": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r763": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r764": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r765": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r766": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r767": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r768": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r769": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r770": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "705", "URI": "https://asc.fasb.org/topic&trid=2122478", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r771": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r772": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r773": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r774": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r775": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r776": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r777": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r778": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r779": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(b)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r780": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r781": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r782": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r783": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(04)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r784": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r785": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r786": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r787": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r788": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r789": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r790": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r791": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r792": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r793": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r794": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r795": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r796": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r797": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r798": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r799": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "740", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126970579&loc=d3e23163-113944", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r800": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r801": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r802": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r803": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r804": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r805": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r806": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r807": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r808": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(3)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r809": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=124256753&loc=SL5864739-113975", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r810": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r811": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r812": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=125521441&loc=d3e30690-110894", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r813": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=124440516&loc=d3e30840-110895", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r814": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r815": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918673-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r816": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r817": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r818": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r819": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r820": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r821": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r822": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r823": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r824": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r825": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r826": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r827": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r828": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r829": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "730", "Topic": "912", "URI": "https://asc.fasb.org/extlink&oid=6472174&loc=d3e58812-109433", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r830": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r831": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117783719-158441", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r832": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r833": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "303", "Subparagraph": "(5)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r834": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(a)", "Publisher": "SEC", "Section": "13", "Subparagraph": "(4)(i)", "Subsection": "01", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r835": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(a)", "Publisher": "SEC", "Section": "13", "Subparagraph": "(4)(iv)", "Subsection": "01", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r836": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(a)", "Publisher": "SEC", "Section": "13", "Subparagraph": "(4)(iv)", "Subsection": "02", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r87": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "https://asc.fasb.org/topic&trid=2144416", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r92": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "https://asc.fasb.org/topic&trid=2155823", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r96": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "https://asc.fasb.org/topic&trid=2144648", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=99376301&loc=d3e1314-112600", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=99376301&loc=d3e1336-112600", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123465755&loc=d3e1835-112601", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" } }, "version": "2.2" } ZIP 126 0001902733-23-000024-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001902733-23-000024-xbrl.zip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�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യ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¶P"T$3MZ!IJ_;2O4=E[1DI9%_V@87N]:SKIO4HF? /!4++FTN2SL89[ M<.==^/#7V5#1Y$-^?X8\=+(@:,Z>$I%>8]=>5U%6A%UJI=:\EGSG=N)\3_T0 M-U4R)UKX*D(\S 'P/32NTXHSM8,[%&QXK%!KFH<1_@&; MCOS,=J\Q9.OAO4]9?3KIET_J"8W1VD_,9)"6;^LCSR_(3;MO;=] ?80=EHY/ M*!ZIV=6?JPL167';!LKXN]*4EN&P)M\<&@I;@24$BT.W$U;4OC4N]1J=($T& M?TKX$"TXNKU3W8TXSBG@7TRV<%9;JO<+)Z*2 M.0)W0U\S";+JFE*API/LC#1.EAWSO.9DY(0],] M7WF8NB6[G$U9<-UCN\U^.-92(;0,%DY &S#;U:"_9"H*\3#51H8[J07S1[F"(,_908]G'OPO6?#31YF!*',M6E% MD5E!Q!Z\O?7]GQ_)/["S[WF8? >7L+U8QE8XV2 AQS-;%8P#-#Z 0[X;Z47+ M?@ P4&',$C(V+<6S[E"?78233W.\YCD@T/H?KRQ;@ #4!80=J (AZ\$4\9TF M,'=U%0^SBL@2P7:W4_M#4$1SY8J"F#-H:S>\/ )5OM>[.K^;T)='94BAMS,+ M_RAXQX^LAD,UI%H5]):^X MMZ AO?P6VG+R??;']S\S>[7*.Q-2UTWO%/-4T%,_^S]_^N<_^ARNH2T;%/XP M>-@P6'(6+-X#D61A[5O:X:%3P<&16=:6'[ZHI=L)[U)?_H);+LH:"B!#@;&P MI)6,SCI$7WLT("&](,-*],:,_0^P9L>)H[;&^A\<8IX3A]QV@>27D:)LK8;? MO)[*<0/XW#"_>Z=[%A99#[^V#LYVD][&PQP3Q2(;5U[X\#ZI+>\G>T(PE=L) M6A*WV/95_K\]%K1+^V2=U>S-Z]3IE>WM"3B7AD1A^?]Z6VL=WM:XJC\WM#RU MU\>.,5VFI%:>;BKMRB:U=S._5@8/F&M+O-IF_8Q MC+/N*CKUZN"S+=)\CR-E= Z=T]5)EFBV^VK9T&6!#7>REM\<4E.3LB?)1F!- M;(B.Y5S3SUDR4TL.T9O=\VT9SR ^W5YWN6ANH<[;7OG9OCJKZ1T7+XY_PFS" MG(KG"H6Z]L)TM^?A=]IL4\^F3%QVN(MH[GR1W/GLT/.7>P_0OTJ];U!-IU51 M0[ND/A.W6]X1[++.3[0K:$M8GF)_?U5HN_? F3"-H4]]10W'-T-T?*WJQL' M#/ODOFL3737)BKE]^2E$V[&R$Q,7Y=5,SN BBVFBNH3>T/-/G.,%,YQ=6G]& MP&IMEE$_&,EQ>KJ[@J_H#3?:=>&/L/O+%U6ZJ[R,0V3\!";9 C4/YGHG3R6: MF=78W]YCA'A&?"VZ8;7+(FLRHJNT_Y&(& _C[Z#8O\'2Y/(/,]I2AH79%VFQ MII.[!)Y!^0I@LZ=)D*. MXKN&7;Z[0EO0O==\+C,ZVA5*S>I\3VDE!:^7LS*03S_1O!]3.RRQ5?[1IP$C MA9SU [=URV*7A0Y3';UQ%)00U?O=27BNYERR@( MQ<8!G29]]5VF6J4F!$NW MJISYOW-3PFPLL8LS: ZY?-Z! YER@>./_#"RKYU.9;3MGBIJ204,_OX%^+AT MO4F*)0\S*HEE[H;K?[++@6\?&5F&YE3IP:Q1Q^Z(P87K4WD@F7\D[.*;#\\= MXY8@^]-]XD2ONG1HY4-1!,-7U_'(9X"YGUX QO5D23$:*8U&5\O-J44E4*X5 M<.L08A(BP.BO(FT!\0@/[FG6(''3[K>WDRCAN!/6$_VGQ:AG M_:S/KB-TA-?8D25IE(R!V:[OAJ^G'*#OCBD&;B'F&F?-I1]^L?KS^%&V[A[ON[/U'<,)$&V#9S7*#!.\G2CF. M&KO$G5]HMFPEU)>=YD@@!QGQY:F3IXP#U.K2KNE&GP FNM-+^;ISQ(QPZ>PG ML77[*?9%W#S*/IVX:,O=C]#B3EUX83_AR.12.3-6J6=6,)H/FJO#\?$PYYZU M+;A/SN]C"F#CSW?<69XTR#U+*A2RQ@62MOMHN9"9Q"JXZU1^94*=TQ+G M5>':*QES2<&)F%45Y.?9L!T<',U'$KV0B+[N.$?E:.1D0W?(3Z,WN7N,3L'M M1W>P]F8EOAD8.@!-V]DF$]+#RTOM/S[.&3E8Y'LVK[=K^#FYO[V>NQ.DH4<* MCAN85_NK3"U(G7G:'IOSC"A6E(X&Y])74:HX_1C<6J:<.M-], 3B9_K1.*^_&OKE/UI%6:O$+[*RW&;)=+&*Z^BI-@8\%H=\19YDBM)$/"*N M6BWU;[,K5)X-?AV1-B$.S)RCX),!2J@TRLB=VC9FU!#5I@)0\^34MM (:'#402O]] M_3]U%YE^PXZJN1:U^6D!Z-S9@5*5)[KO !,VEWW P_SH)+RA9C5CJBR+@_S^.$R&KC9#&6#HN7M2PM2!6X: M:B]'V#T+XVV553X%2>765&WL=3S:5C+UFB/X-+6;R'9HTD:"VY5ACK;'Z+R: MX736DX7"?$!.W@627P$F/'.:&62,T'@8,:!B)JE/%!W;P7S;HZ^&;D^M)=6. MK"=_JTW#*;S3'OC:WZ 'Q]$\JWBRNFW;1:]WB MZ/@KFY8Y+\_#R%OJ<0L!V3_+-5L$TC6OIG5,G,^\E;\=0IS+OKW6U3%F%@_C M,P]#+8N'9M6]H,IO6>,'Y7XL=$G7=5^-!+QPQW-U"B"#L]^>DI.L(M+Q2BU8 M] @0&Q^83HYO:GF8M9=_ NO)[WD-5-"G,&#DUCMD"=N.<+]>9[]$'B;G/58F MR;-)*7<+%"$=:,&8ZO%6$!M6J&:!;RC,&I3B M,FS5:'+(',P9;@_^-Y4B*L5<@E8JP6'0I(,[@ $ B8_V>VMK_+Z-\QC%LLR7 M4.-#@IN(4OT+&2:X/Q<;@))X:(->@+->SUPNAP<^>V-)NP:^ "N7'0ID=S@[ M[%_-G;6$ACGHR]\=W+7%3$"+S:U1DZ8? M>;4.E @(S4(D\BG ].=$="U8AFH];B(0(6=7^%'(R@NQ)+95A1H".NX#!V@5 MM*.>@)+"P/@[#+FQ%>4NETC,(WC$GS^X*")E Y8)4M]=KPR[J(TK#$NN<@)X M7ZZ!??9X1ON5?$12GTNH_Z-S.1#F(%1$_8B,]\IE?1CX^),L07R%M$\-R":% M0'%)R_OH58L==46!?.U9\%312]9L8XNCOW!S@* /'FO,?>23^ 9.=T&BRI:Y MJU'?7S!C'\P,!I0%9*-EB+F5BCCD79/C-V*R:6@O#_-+P_%I4=9T8#*@<7-5 MC9HA>2#FCAVLY7X$2_TD&<1R+OCA;29^>=01W5\VAH+%F9\!VM ?S*-F'/H! MC?4-@<& A+\--]$G1F:%9*)X;CUQD1B"1XJ2@.A&+R]8T7NWPO6Z8,IW;Z]( MIN=#8@)>^ S?_8 K/"6?KHZ^X-G,P MXB\'T<= 1A\G3R*:;Y5"%0(:I-S9&OTM!MM]SC0+)9A#G/=06O:FI%V#$GS< M671GS7/H\5'V&Q[F4K;CEL2E#(B*A,4V,,L74BC:2,,R*K@GCH=1.4*="?CK MFFI 4"I,VTCF#,+,] &?=S.:+U7'.?@MU/$9NMQTO-P,[IP-P954S=2R@'6@0Q/">VI7EQ&][%KS_JH3M5L'W :'+^5_IZ><210QN M[O\,%7A0RZ%BL65$1O4TZF$!]V]<<;I_UZ]A!>M\'_&@=^.TSRD>)I7Z!+X[ M"WO!SJ=GF->\W!%&"9#)P->"$_^UZPS_N:#R/6"074S C7#P5K23CBZ@P^[] MC \+,ZQ!\*,/D#\"FO_2N?'J$7XO%3#*?,8D&H_NX^96<\>Y7V:"/JLJE2F= M@8O U%7]]MFJ#I5C+X+%#"&K@6Y.V\'WL)^;E_I^3PO?O?L&L 7Q')B\?R)\ MGX,B@ WN3OK78O8ZA>L\S/MGJ"RJ,"@ACEKLAQC@=WIZE%15Y-)A*K(1^>)9 MN LJY"^!AMUE9S=>0G?-\+=)8#FJ%_JWR4"!?CAA64[ H ,P\IK_^!!H7^XM!92'==-0\7-JTR&D MY:35;'UC^E7WYEW<(\< 0!L?6XJ%V7S=*VT Z[OZIO>C_H P+;=0$8L[N=#F M(1[F:"2V 48^?!\J^L[#U%_V^PG/\1FH'3C;?PF0R>X.D%A\K*J,=!F'BXB'TPA.8 :EMT,H..S]I YR'"IP'N&E &*#T:O?QR_4DQ,)%S92M-T). M-F:W5V 79$GH*G[T&BZ73F,#*OP5T.3]KCP,(P>88:SF,UBS6RNSAP=O ^D= M0.3. W\4,J=&45YZ$L8-T0(&/W&[E/S$W'N:@ M/C+0S&N8.8)EY)"I8Y6U* M 6$@VO@Y_225_(9V',6.NA^MS\,PU$.L&9$PG M_QX$@+@O<1 B P"=-?<1RQ"&F"7G9[%7>!B2-EC_52M.G6WS5QL9YE85!/1V M.$CE8-RLXWX9U?@%(,HB0/().R4_NT-/F8?1S,,RA'[?IC;+=U6<:_%A>5T_ M8NB"_F4)TR'=-?AY&9AY& Q.4K.%"?JO]P93'T,U)CV6#1P"!=A@CI:)CKLG MOC==:Q_?E>DHZWMPKKTIRXGZ!YD52456]GDBQ"=4P!!'58$O?R,-VY%$"&M( M"V5PMP0/LP$:E&^#Q^9YF'U23"/CJ,0W^E7VREW4Y2\@AU@6B:(!,$L#Z'L) MW)([4"P_?*B,V[@Y!>J_J04LNCX>4 F(Q%H/5;Z7&?&2@)]=@I-/6A2AZ^"9 M2C@ QUZLX&$6I'F8;PHP:Q\/8^.DQ.4#=OC3X @/4VF3RUP@ ''E33?T ^L.K2R9=S?M1VFG8:1/__>![5D2J48\C O 4H"RI=; M%(T&;@>FCMP(,5Y/0O,L'N9%!'(0I"2:"5@=&O*8-&A(S0,&C+_?S]P(;+Y# M<^DE=;X!Q.JJFRL[3G@Q!OYR,CR0CA^%IOJ :=X]!G,]1T,DO6@("@__>V,9 M.DX+ WY>B*[^O0WE2\&QQH!O/@!L8E8Q=JAAR_A+.43H(GFJ3QRT]6REK?;_ ML"UYCVEDZU][7QL(YO+P&OSC2U#R^:&^;>,1*\2P"7@_-=8 MEQ=)+ 3XHQ:ZDU^$($XJ^-TLG7#R:]&8'=R_&CF4,?$_ E" MX^D*$^"8 [._IS($L>C^W,!WKB>%Y%?Q,!:;Y9:2QQ NX.:P*'('L(: *NV[ M\1!S,X1>P'GD16C*U\B@U=M"9]%N7R#:0,BA3=1B#EAJI-3%N M&U,F70 X% 02F4]?GV(Z/_$%+C)R$ZVHCV<"-QWN1\*D/5(-K2)\I0;]]0J? MY)]H 3%]KE\@?.42[LDD1FL?-=O=P*6N1-F7:.V]GCW M8^40(,?"9<]G$IY12R@M -=O H05R2F)#A9-;LOV"]=&%2/4Y9C!'7<080,A M+H6Z4O/998K,W94'H>8T,BR8KRD+71_W3,OJQ^N81"]_]]#D*LAQ[?)WPI\M MWL !T9_@[GYNNCA7;Y0Y>QR68XJKO+YE53KCWE>!;4NQ.&[]\P9B\PR>:OEV M&/O,)*BS\OS,"VI+#V2:PPF36U*M709BDG%8#CTIU>(=;?L3#J*JMZZR51ISO!J*TS'C'$;*!R>$ZB2B<$A:>#D#]QZ/ZP/&9[\F*I[QH2 MHJZN[E)7G;TWJC&%.MW._M)X+]2\I&X&/^S%PTQ%.XASWZD_OG MQY7>"[ WT[_;P9N9!/U6V;SNN)NC37Q1TAL5966K5E4>Q+R)^,G_8X%,(W5* MH;K\E:2E91XF*<+XIUQ(F?Z- =*F"=.E-+F(&S=6XZ3=][KJ36A5K"[>3XD] M1%/S"=D#.B!;5..-&/=YGX1&Y2G%ILM[ DO1N ^'ST_- CL_PA M97H#)&& B!:^5OML3HF?MW5TW#!CINU,BW;O*.I998UQ^BHSZY><#7+I]FP? M)\( <=M$B>-3%1E7YK1]IE9);E'OBXB:]1TGA55S^W=E81]@=ZAXTFG!\9)- M93=.G7'=R$&17;@5Y^_5F'Y[-; MF;!.OK]XD+J%8-](]I&-]E<.O/A5M_TD9N"/>X0^<\U+KLG$@#^',LT=(BZI M99E('RF0:L[-GM8"8.DJM( 4VV^K;SII^<,OHG MW07K&TUR%;($BEYLXNK=0I="L6&U5[_[Y:J^'=J=ZIV!"9$*HPL4H MW&OQ*P_^$+@HK"PQ%J%K?B972D8\9>C S.D%1\L9^FB.A3*^/M1LT?(*+[+?C@>X7_Q"^1^W_U(RU:LX>_2<5WL+N!X\_LU"OMQG\%QH:4]#"HF]%O7IH/$*LL9E"E:?32YNKO M3_.;FK]XDZ8Z+SV8&]7"Q<7KMNT2SLZMAM<[($YN QKM/F>7)G%;OD6[%_3? M7%>2W/1VHS2&8[6J\$1%DL^P*_EB0AGS=I'I/=?!C>JEG2K5 AYY9U7J-.&/+8\MQOWZQNY'(4M?]AJD'G952%]&5/U(R>?*?XF4V M_[]\_G<>U#=BMVD_6JV^OUKBN./:'Q\@Z2/'PK@SIC:1@)#26LGH:B" =K_= MF&7CUOY+5JQW= MBLG4J%\2SK]&(N\_RQ4W/<.)8G^O]^"MR: MC=VJB$07'R )]L[,ABS;?7W#;3EL5_?.K;B1@:?$[A132U*R-9_^ GQD,I4O M@ E2K)V-[9)DDCCG!_*'@X/S^-?_^>-^!9Y$46;K_-]^\O_D_01$SM8\RV__ M[:??OKV'^*?_^>__Y;_\Z_\%X?]Z\^4C>+MFC_57?@[UR4 M_P2R6-^#OZ^+?V9/!,)_KV^Z7C\\%]GM704"+PA?_FOQ9^1C3 C#D 5) E'$ M YAZ@L"0>#%&84I]1!:W?_;4_\F$^E"DD80H\!&DB;H6)5Z8>MA+&/'KAZZR M_)]_UO]#22F 4BXOZU__[:>[JGKX\Z^_?O_^_4\_:+'ZT[JX_37PO/#7[NJ? MVLM_[%W_/:RO]M,T_;7^U\VE97;H0O58_]?_]=>/7]F=N"%D(K^\F5C*1, MW&^*'\3X O>&N5CDYH5ZE_.IWMW-4!>+/K[$KEZ+=456$[P6VV%Z(J_T'SZJ MG]IA](-.D&D]3DO=/5'%CTKD7#1LN?-HD/%_^TG]M'PLX2TA#\LWCV66B[*\ M8O_[,2LS3=Y7/[)R&894IABIM8BA6"U(#$&RER M^-O73HIZ**-Q?K+0LSKRO1:B7#\6;+O2W:\.+5]JY=)K'?XU)_>B?"#M#4I8 M;10T\O][)R;HR0E^UY+^?__ZZU:WX;BNID)K-3^@UFQ'G)4V%M;%2QC6S!2& M[3=8*@UJ#"0I::U$^P@%2!#\*E95V?T%ZK_4'^*Y47[=F^6KHM. %.S,)+17 M_,K6RD9ZJ.#.?&B;TDK5:FWU@C0 *Q%^ NN"BT+9P ?4V;RT.1/XH M2C-6&3Y!I_EF$MA'9J(.\5J!&N%.5*!U !#TU=C^X^^-)H:\/GP&>+NWK#=& MKSL3.Z+,;D8N7SGZSZ_R7X0^>9!&Y6.]N>;G\078+3[>< M?K=ZOB^^DX$O*F40X43:I MB+5U*F-(94B@C 0/0I9$GI_:6*>6X\]MT>G$!S]W"OP"LAST=?COH-$"_*[U M *TBED:M[329&;LC@C_RTC,"[M8V\D#T'-G.MJ-/:E,/A.:EK3WT,<.H\*,B M6"%N'D2A5NG\]J,>\6-&:+92PWPFSWK]+M\^BJ5/DC#Q? \&V-,^9D6$-& < M2N8+3T8!CCRVK#9>AK.?H>G 5N1WQ)?B\B.L'2E@57^'JU;>S-2PMD;=C-+& MP')D+FM$7H"-T*"6>@$VI(B/)'=YM_(CW<_'D1>BC_Y6D+PD3/LE]*:S_G55NRG* MS^M5IBX0/ZHW2JM_+F/*$,!,/40Q'D4@9Q3%.&4JN3B<&2S)1V M0*>)^IS8G;I V!'1\)DQHZA)\!Z9O/:@[FM1>[SZ>H!&$?![^U^M$:A54/'$:DVB>751_79;F,0X;]@'*(28P@DGX,TT@H MHO01"DDH?<_#-CO"[:/GMN?[)"JP4G+9,5L/JL 7(4X1A2)*E86:8 9)$G&8 MIH33D..84F&SB R$:H)5X6*HS%A]& CT[36_4/.UO?*I-2B_;+0OZX>=1R@ M(N6B/K2^JJHBHX\5H2NA=[B?%(&L\TK)M]*7?@R?E MTGV%7I+C@2N&L=T7L:J#DTA1[5(L+:M"_6SXMIY[S(S>X5944,NZ:V?\WHGK MT(PP1<;1*WMVN$E?9%/E7[[>QO<-",LX$.GQ6;U;=Z045XRM'W/MZ+GB_W@L MJ]J[L^28QE$0AC#T<0@1B21,*<,PDDQ*M7DB(C$Z&QLT^MQ6O[\*4CX6HH[M M?J@C&@'92 L*/6^:Y+5CLPMH(EM5+4(#K*?I-%&-#O[(K'4H/&P!.NG!5GS0 MDW],N"VB,,:$?:((#+?PV\5?#(7O9.R%]4.GB[L8JN].S,7@APS>-#YE.HY# M[5K?KA]I)1]7[3AJ;^1YL8]%! FE&*+(HQ!C+M0&B:0A$YRR0"R?1$'7%KNC MH\/9?#W]0#;2 KDN "4<<$&/V__V /M]3%SI1C6<5T%NJ[;')%Z%SWLC*X;F)"4;NMJ_'AYIZ0WM6Z0-;W//W#&/K MOY$BT[/>N2+>J=6@>OY<9/>D>&Z.8UBF?FP#3FG* F7P4Y@D80 5H3!(XH!# M26D0Q-C'0.K-;Y+53#W0-2 M"VI'62> -:,G-W"-3$6=D)WS7\>6-'(N@)+4'>><1\,1OYP8:%(N.:_P2]XP MN,..([C(E@WY7'&NWIKR\[JLR.K_S1ZNUUPLTXC[GL<9]+P@5+O7-(+*Y)$P MXIPSGH34IY$)/YP>9F[!9Y\SHU>WDU6]M%K:.M!H(^\HQX'&Z+CS 9P9;VI'@)GZ M![P!AC/^(G"4>\J,PAI0Q#E%((T@PP5 $*&(X MC%E(K=R/%\@RMV6T4^7/%UK5%K,QT.P>!^-7L,OW8KX78*L-V*HS"KTY@'4L M ]]"DM?= =A#=G:+,."10XV(=N@ZH^_K'5%O^\UCI0N;Z1BQI>1>C%C@J2V$ M1)HJ/4@CRM3T$11%.(Z)9^5L.#/>W.AP(RXHM;P+4-82@_569/!SEK=_/G[J M, A[4_/-&:*C&V\=F%\;,!MA04]:EW:;$2S.K+;3HTULLQFIOF^QF=TVC&C^ MFN7K0FV$.N_I=9V8\2'_(KBX?]"4]C>RTDF]%,6=&/-M(!WU0K"9%B/OZ;"%?Y[ ?G9N=B\Z]:#;,*&@$C$>F MHB,ASLKRJD77-0RVPH-:>G?49 F7(XHR'752JK*$XB5EV=X^C+JZT*3K]3W- M\GX*RQ*AE*>1%\ T\3R(, MA*M2>TA>)Q^. 15X:#BD2N#_4W AJ$V#7%W58 MA< #N)KQCANT1J::@T!-DA!W'A[']0,/#/0J)02/*WRLBN").P9F]ZJG*9EW MZP\L"0EXC,,(TIBF:C>52I@&A,,(L3!D2>AC1JPR=P^-,C>F:(34R^R:KK+; M(4QQ&$TSDK@8HY'YH95OK]B(P\384PBX2GH].,:T":VGU-Q+5CUYL>,#F;\4 M.HV01G%*6.C#..*^VMEHIPKSN=K>,!8%+(DB9)6V?WJXN;% )VU]9",Z41?@ MMAB2FGD*YPM/O:S1>\TCKP7XRTG\W!UW[< R]EE7,]@\#KIV%#<^Y=J]RVFJ M9^L;+M\K'?JY=G_/JKO^+4ME4$2(^U+'B'&(6(1@ZHL()BGQ4X0PQG:NE OE MF1LC=7(W_4VJ?EYIW?RD:/-.'[3P=@QUZ.G@5LB^VX2<+&TLPAA]@6.L,48^O'#BQ*J;:)-[+).7E/6&TN_I7\R.X? M[]^LBV+]7>UOKHEZO>MMGI^D4B@CCRL& M6$;IG'C"C#Z47O#-5LY1PFL,\'!7A_KH2%/7G#ZG\H'ZTF=O<79T\T6P]6V> M_:?@'[C:J&6R3NII8O+KY'/UI:F=W,=M(67U;X_W@K?E('O_T(7M?&E:F2Q] M'B,/!0GTI4C5NA])G3*N%O\X\K&?)%&*Q'*O*=J08X[QE##Z3,W:R(T2.->V MC5D UI9/U?Z07+V:S:\7GT"-^'H,/M1ZY=E^O7.R!=BJ#OJZM\E,H-.^?@MZ M:H(6@ 7HJNSV_G$!-F]3"\.H9V[CS]YXQW@CRO[:)X/C3XO!8>,$0EP67J\6 MY=X81]V=2^0QGB)/0N0C'5*?IE"W3X2"R4"7E R3A U8^BS%F.WB]5 (EA'S MBEI#I\%LB1D#U8GCY[7MOD/I)X])W,?+6T+G.$;>=/17B8NWA.98++SM8X:> ML:A]QB.K'@NUC5:_B.))+&F O#2B!$:)'T$D9:(+%<70\P/N)R$1E!AET)X: M9&Y^NAT9E95="VE[ZG$ 2].CC,L0&OU\H@_.ES/@##AL.*Z]LQ.$ T-,?"QP M7,E]7_^):X=]Z%>@CPE*LFT@%&*+80Y!@M7'' M?I1Z**%1&EDUTCLRSMP^]ZV8X$')";-'M55^ M510ZMY>T#:.N=%>[ILW=AUPS4UV!LJY&\^V.Y#=UI'G99,Q\6E3G*^HP-PJK9854 MZPA8#P= MD ^MSDYK77/31@ *+16-1Q:-6S^J@W@+3-J2L%"5@WF&R2_O)U M!;(:%_6Z]5, +U.("KYGUJ M.YWVL WV_?IIGN?VKQ'A0CXL'F?3+(@9_,^6123GO][-5%)ZC_ ^V57Y_IU M9_9DM>Q7$FVZFMNOB_U.Y>Y7%F5@/-=:^^'KHN*Z6=6G1UVS\49^7I%,N^&E M[B45A9QS"1-&=)E%$L$T3#&,4>PG?B0#G%HY@RZQ# MC!XV4EL&:YV%W3!"RR688X=EK>M#S1Z.GS8X?CZ/HWTDEBDVKL*OSHXW;^77DJLX'G1D!:[M[>; &H%AV4M>Q &4Y/7<'E0HEO>[!F M.!FF)VKN(1[]*(U6/4MR 6JIP=<-NIMRUE].H3O@!,T.*F='9X;#3GQF9@?& M_F&9Y?T.LYE[W=3_0Y#BO7HSEZE($M]71E,41!*B(&208L5DU L#/Z0T%IY5 MY7W3@>=&7>KU2QRD.!^"V(R0Q@!N9$(ZE@B]J%NEB-K_O@!:<* E'SD_^@16 M8Z9,'QKV];.H3X!AE%A]ZOX!/ORVH@!97:^?A/JQ*K^()E;JKUFN ^.5&5>N M5QG7 3X?,_5/O$[+B?TH%3*"'HJ4744I@VG, N@1A1/V$O47H[*?%\@P-Y[: M:*$V>JT:"U"TBH#[1A.]"=RH E:=+A9>RH$39N"U'G\:)F$]/0/7VQGH= "M M$J"O!?@XW0Q8^'G'GXF)_+2CS(B=9_4R+$]Z1@<^>CK/YF6Z[W@F+WR4W@AB#R$(?9%"%$BU$8^%"P(C2JGOGCNW%:0K_IS M+*N,J>^EWVOV][?K>Y+EQW.I3H)WFODO@&3L,\2A:!CSPQ'=3]FDZI:>/:I^ MV]JB+Y\VR6=^1(7NTSWVST.];MO8ZR4)?9\@3F$2,@P1#R7$41)#(CD-4(*\ MR$N6U;HB*U//VO;A5A_F9HCQ7L5O>@S >Q(.:S.Y Z"I-VP8+*-[O S"\ ?X ML_:5=>:SZCUZ8K_4OE+[OJ<#UPS[2.N*P\TAW]LZYO-SW:F\.?^K_[$]$7SW M0Q0L*P5?#PBNQF?:;W$KEH$7!H(G B:2(;T7Y!#'RA:-(^DE@1\' M26Q5!-)\Z+DM5WNGNUTE^_HT=Z&6L*;ZVD:!2PYX3\[)D"->5TA/?>\)GB-3T::_1$X816MMF*+^MCW'^+K+; M._7XJR?UUUNAB[3HINYZW';$I4]H$G/.88"([MJA3'(0'J^8T\WNK B"-#H"W2K1LU]*<'<=93Y,9TXT)_LA\M\6]/47N MI >M^*"3OR7 SV=PMZ:]H> Y(C_KX2>EP*'@O"3"P<\9:-]MRE+=R/XFHZTO M>;TNJR96F?9"G*T;'%XTR(R^P8-;K=YN;)0VAD[ 'RP=6D/FR="E-3+Z M8S.H+?#@]V]UI.XH;80N =.5[VJ("--ZKRX :<]_=#O'XKXZ'$5&NPVF;61NO70=]FNBQV"G,AO?PBM*=SU.^/.QTM_ M" XKY_S!!PS%% MD8@\N]2J0Z/,C:DZ(>NB>5>/U5W=,]/2G7X03L.=[:4@C>TD/X@/^+T1U.4N M]100KC:?!\>8=D]Y2LV]K>+)BP0HB8,( MIG[@010@"7$0$BABI-X.M?%CB1$#&(PU.Q[8UM V]32;('J:!!SC-#(5=(*" MGSM1?]'! +UZT2Z1LXBN=X?@1%'T%R%I%RUOALW)J/@SCY@N^MU,EYTH=\-; M!E#IKIN]]MI]6N?7I+Q;$E\&V(\0]!-=[YD@#V*/(T@%EUX8!QPSH\;79\:9 M&X4JL2!38": BUI&[ LJ!0-Z!- M1)]#P;-CSO.0G&3-$[=/QYCG==AA2X/+AVTXVXK\=22&+MFOD%^I#47;G^Z- MR(7,JJ6(4!BIG2;D/-8=P"6&1 ?*>B&/1*#^ED9&O&DUZMQ8M);6;O]IAJ[9 M?M0Y9B,3:=?"I!:XZ72B1:ZWJZW0X.=6[..^1>O=JA5,CG:O9F-.NINU@N'E M[M;NYO&*ADU\;7[]<%_=Z[!NZRFY)U\&7Z4X\V;VZY$9^U2FTLFGC6Q]K+QE. M$YI(!GT4U@G4/L0!03"2RFB*&*>A7="\&['F1FI?NLYX&[U 3S&PU:QIJJUU M XUR.LZ@KUX;3F"8N^UXLLWX<_HI')E<)YR] ?U)7(+MK*.)$Z$F[H'B$LC] MKBE.GSZ,\C^)JFGGJLMI+M,P22*>*KY.!8,H)1*2 #&84)S@V/F"^%@./NCO"Z@.F^,K1YU26A ^#\> MRZH.,E87%8(+]2GH6W+MMEWGE9)]I2_L4LTNF8T@%;'TP@!&1#<.DFHSA3EA M,$*?V^&"'K5?D@$HX6U]UG3[I&'E3KY5)W^*(!1UR?B[4495GW&/HJBJ>,B;(- M;DF2D(8ID:=PB),'6R=NG^Y@ MZ[P..P=;!I)3S)I0SSFKF!VYTN_6**IO>RN(#S@?W?VZ('MV92;$?UK3.3(;#_I'-JW$78,N*N^ MPZ[$FK91L6,P]SH;NW[^ -_'5>#Y:=>$3Y?)4+)\5B]\N^\,XQ3A%!$84R^! MB% "TS"1T LD8J%'D*)Y8__'Z;'F1M9:V&VSS59=(V<>,9V#Q$R7'2>)X2VO8E-? MW>L4N"51;!M)P:#TB"Z@*Q-( Q1#&02(D8#QT"Q!S:E4PIA>@T6PVAO0NT/.PHEN9 M_D@F]"Z,CNWG%P\?F/'1-8NM=!^9C->))>O\S?,W];RK'UFY#/THBG&(((FH MI\MB$H@C&D(11JF/4^PQ9-4.\>R(<^/IK9'V?'FS;KPU3]O8P/XQL'EN;5A_ OG<;=SH@)'$64 M*;JI:QL(#V+&"?03SA%F)/&X%=V<&&MN1%.+NG\"8UE/]P2V9I3B"+&1R>0( M6"-4/#' PU7AVQ,C35OC]KS*>^5L#6X9>'8O- &MWC_FO'PGU:ZRMI>^DP== M'+=C#9]P%%,$&:8I1%Z00DS#!,8XPI(@7V*[E%2#,>?&'DID4,L+-@+7]:'! MS9-0AN/MG8[MX^('T&J<[H<^>!H,C\_=@COV\;@UKB-PD 5DKHZZ#4:<]BC; M'(*]HVJ+6X=QU$>A^$[LYN4?2DJ[DHH*ZO;12H*EMF^J75$$"VA'3\-FP(SQAH=V)$YK)%?MXEZT5K@ M2/YK#7_;IEYIXH['+@+2$;,-DV%2KKL(II?L=]G#AO'AAF6;"/=OY(>FVB]" MZZ_&;3Q:VF*\VJ2[E$M"0A\G4I($'-C MPQOS>/6+L#?CP;$1'9D&MP9 E(+XGPHF<-/$YE=1N74@TBLB<=\_B78EV6;4F59<1#04-=Q==7>U?D MQVE3S(11YB'B$Q%Y5LZNT\/-C=N^%80+0%J90;$1VO+\\C3&A@>3SI ;^\2Q M@VLKZ4(9;G)="'"U6JV_UZGVZE=P70B>54!GERU JXC# T8CP%R=')X>;-HC M02/%]\[ZS.X::&W5P2#ZL'"=JZ>]7>OD^:64$:)8&5$D#)5-)22"A"0$DE1B ME/@RC8@5N1P<96ZQK2!KB.Q-FU,0N+)= M#HXQK7%R2LT]Z^/DQ0-"7[]JPX63XOGS(UUE[$99-[H70>N*%81[0DH*.:'J MZX\B#-- %[=-A2\1CU&JGF,:^7IRJ+E1P$98T$@+.G$MPC=/8WN:!]PB-C(9 M' 5K2-#K:=0L8EZ=H3=1R*O]*V<7\6J$Q\F U]-/F"[>U4B3G7!7LSN&;L^: M1+43N6P?-RE#*(C57H5Y4-2;-9P$D$0^AY1QR2CV*/6L^@/;##XWCMTDA9Y) M'KT@T\MF:DSW>., /OJ.SR'6 _9Y]J YV_59##WQ'M >E/T=X8!G#*2Y^FGO M25;\C:P>Q;:SZ9*PB!!.8I@PIJQ$22E,DSB 8201BE)"L"0VM&*2(Z.,RUKG%-W MCR+.WF#'!V51+6^^Y\H^N,L>ZB#C.)!Q''H)#+#'U/:RQ^]9T4O/Z?O^E6<_GM%QUY M5K:'DN16+!/)F$BX!WV!/1T"Z<,T##%4W[>?(D:20$BKIK9C2#DW6JAE!4^- ML*"HI5WHW+I67LLNMZ-,K)E9\>K3-;:C2@L/WVCI05]#T%-1)Y+TKVO5!+6* MB^8_H%45?&DG^_/YR;9ON#OF9+AJSCN*C-,V\AT3YKVFOZ,.YB[LM-ST4U\2 MC +".(;8YT*? 800AR*%J1 XE2@5D;PXOK3<:]\^%VYOQ+L\B+0'J!D5NX-I M9$X]$A9:@M^UM* 6UZ$KR0R7$:,\>X.]>CCGON(F<9L'[AK('#KXH$OS8\_O M%#O=DTK -'*K9/Y'UK)ZR+OEF1C- >&G.,:V;&I9UU7C^R!^JX':B=T M';SDD(!L0'+%0T9C3DM'-C#LL9+5S4-;+JW4([DN'OGD;G#$ID! MK8*.*>^L[<_> !.W\#FFX'X[GJ-7#ONT=:&J3VIN:V8QRL/]M# M"COZ8'<>/>FG>DBIEQ_IP6L&!!2^%5(4A3Z&;M,C=EN\-H6)U+K_?EV([#97 MO]]IW\IBPPVB^X$6=N%- II+L] MZ>RCBOPP]4\XFI_3S#$]ZB-SS0;P7KK77K/I!=CH!%JE0*=5+P-LTGFR")6< M=+XF"J><9-[L(C"=P7PR2O/R4::+Y'2&R$ZTI[NG#K-/NU8%=716F>GWO/;J M?RXR)I84D9#[,8=AHM>W- P@#@(,)8NC."":V?&V:?I"MM(NV M!NF#%K@N0?K;U[?;VJ26E4A/@V]F]CJ#=.2U:8/F51_-IK9^+:L[P]@($D>6 M\NFQ)C6=C=1^:4N;W30P[N/QX6%5'Q62U34I[]ZOUM\_Y'5[V_HHD99509A: M_4,6)/K8SJ=,*I81!&+?"Z'TF,>(Y#3$5EYWPW'GQC=]L0'?Q+YI_S!36@"I MU%"F]$8/RU@-P\DP8YT1(!Z9?W;0U2(#+3/H":TVZ*W8#C?IED"YBG4P''7: MZ 4[*/;B$2QOO\ AH,RPKF!,)LI/HFK,+<';VM]>('P_Q3Z4B=KL(UW0@ 8X MAC@*8QE&020"H] SFT'GQE:;/8O:U8/55O %R$6U:-LZZRYJIPM]#Y\$B[V] M0VBGVL'K+>#'/JJ?-*J=W.?*IP]'=V/3>8=;HIT>=0'DC-P$F7\5M4PN*1F'J21K"2"0Z*4 'D(4R4)8H M\Q*"48P2H]3QLR/-C<,;0;6!N=Y$1)6MK)9=X8^":V9/.H%L9&[>HK6-'_MZ M#BW[#O'GD'#5+?[H.--VCC^G[EX7^;,W#*0')>\ZKY3LZJ+;#[GZ_D1966Z+ M3C]D3N_RCJ"@DW24+9 9**Y>Z].#3?MN&RF^]X*;W759.$(;',.IP"14ZUW MDQ@B2CC$/$(P]<)0",QCCUKET.P^?F[+7>\H?E!TT0OPS"AA."0C4X %&H-# M$T:))GKQ\%<)3S@=173DJH$=B\A#5I%5]I\Z$2.O2>!Z75;*/%Y*-Y+6H1ZR3$ES7B'TZ@9A]#Z*S8+AJ/G1\H&F[#IU5>*_=T/D[!AZX M5*2J/:0WLO.0EK:._1./F-';O!%3;\^ 22N_/:GAIK666^@])Z' MWN0>NS>;BVSY+J^RZOF*<_4"E?48-\7G8OV4*466,HF1"*($^DF$E06;QI#2 M,(4R5N:K3W DB%'GU7,#S6T!;&0%K; +4(NK( 6=P&9KX%E\3[.&2]1&9HSA M@!D3ABD:!\BB%.Q/M^NG7]4C&IY0/VSIX>R#)Z$&4_4Z6C"^?F";K*Y,S(?\ MX;$J/XHGL?+;THLI#P//]T/HIT1HCZ[:UT8\@;$(?,XD]WQNM:\],=;>J\RKO=:PRN&5@K?#[A]7Z68BOU9K]LWV;0TF"2*021CX.%#T(#Y(H\6$2 M2<8(5YMJ9)6';3BB^>]F5YP$:>C')( AU1YP'E&HOGX$J4@10C'VU?["NOWN12+-C3F:UD"L MKU*7T/.SK@'PRY\'-.R];-+,R&?:J1B9JYI9V-&FRQ;Y62OT2^W&T]X0'=,R MAAO$'9PNNP=?)M#T38:= 'BP%[&;)T]_F05]8WBB;KR*Y3G3YN] EHP2_ M>A(%N15?A#Y"47_O/*6/9/5-%/?!$L=^HF*!%[PCAC[O M><_[V*[TRPL-MCBH'[9(+,#F36K! !LT0 \.\.W4FS1=)<++Y_*UZQ1>H,$? MHXKAY5/DK,:A U$&EK;7HW]3]S8%11*?Q'$<0BI%"!%.":2,2"@0\L+09SZF M=BTZ^D^?VT:D*6>JI1M44F07.;.583 >(W.V.13V->H/J>RJ+OW.LZ>M17]( MK;WZ\P=;8-;V]TV#7F M:C5&\2MZ M%P^+8<0B'R)?[^@C&<(@\F*?!3@146 5SGANQ+D1W59@L"-QN](/"EH^#[L9 MWSD%'6_:"$A3]?<"(8UO')C3(RH=B%8'G'#!WSS_ M5NI*.YO4H2M694]ULN$R27F"18HA)CH',$XD)$E 89S&(A1F2.TC#7 M@:N?^S#_UL&\33&\.@^S?4J6-6*NTK/,!YXV5(L3L8.S-G,3*\@XA<],U]>S,R7%S.S*8RXF1E7-1Q<0.N(1 >),"F= M7@+22V*]Z%D#XXIV>I!T-2F>KQ^+0E;6,EEI<7=K_[!&9O"P+NQ+E)V!79 P]NH>"$DJ(/*I@IUC M#$E(4!)3/T8X6.;B5A=P_S8I^FF#_M[8XTV"[I7SYPW::[K*;NLOP=(4/X.X MV6+C[O4=>5EYT?9IL2G]\[P K;0.PZ6,4'$5"G5ZL&G#G(P4WPMA,KMK0%&W M;^)>L1$IGM_][T?UQ+\1M6C0E>@**]09*HJ[KG+^1>WSQ;W^Q\,U&+9]T600 MHSB,)$3"CY0YC0E,PSB%"8VPAV(DD%FCN;$$G-N:T>FT+332IF.1G(.M5D"I M!:\/U"6Q*'0VQG2?YL$Y3.+(S+G1#C3J+<"1&54J'IC3PZ5F3'KN33._%D7O M7GF>)RJ0-\)\.ZJB-R+^)RONC3'N=-7Y1D1MIY+?F.,,C$QF=X(_KL2-W*2? MB.(I8Z(^ZWRS%_JUJM^_>D^I]YNWN:[2T,1.ZQH-Y3H=*N8O484L[-"&@"2.EN .DVU&[1M;S@-:/TBF1T3ARU M9&B]+ ] QWD#S+9&KSZO(]L%!V."G4ZI?0#PF)"["O$=1<9I@WC'A'DO3'?4 MP2YKG*(&ICHV38WVN5B_U^7(>U7)OX@GD3\JP>O^"H427%<^Z#5;>$LJ]:N. M#EZ&?HIHC!.("<=0[2]32(3'(!62\2 (,/7YD&8KSB205B=0:J7ZC5P 5VHM0!.8/:QKB[N9-UM,7G4^1UY(-MUA>LHM]-$X MJ/7KMVG0ASZ;";[:G>">FN!M/<%7IR=X<&\9YY/@N!^-._E>I8>-5D7] MGI5UFOVW.Y*WV7\?RO)1\*N<]R+FU6^?UM6A?UF2D!"2<@$%]4.($I]#ZD4< MD@ Q)%'HI2(U9O&Y:#6WY>+3.G\2=?.6K):V=CRLM_("[5PL,J:O*.L/^C'/ MJA+\_-.7K[^5/QDV<)S5%)BL77.1=4:+9-\=>3[O_87;LLE[;\ !/71 4Z>E M4OALL^(_;-_$'A3U[PJF(__\1WP1+>R N<@\0X/CC_IBVMD\;*8%X[/F,PI#$.@L2J\V^E#'$ M ?=E$/AAPHRR($\-,C>KK1,3;.2T6/Z. 6E@%CF 9V0K91^9(1OX8Q!9+-@. MH)IH_;1XF>R6K#,0G%Q!CMT[':&?D7Z'7\]=.^S([(M8Z?CHSZ2HGK\IJBYU M!N$Z;].0,8KCD*((4HX2M3T.$:0L1=!/)$_#A,:Q9Q55?W*T^1%@+2RHI04] M<0=F?9^&VNR\R1F HU/D8.RLCW^,,'%TE'-ZK$F/98S4?GG$8G;3P*K>78;8 M-CM(C;6;(?1IG7/!']5E="7:0)1EG$8I#8@/ QDQ95T1#V). DA(Y(5QB%,? M6]68&"K(W AH1T8@&B$MLTD&3XH9'TT!]=@',\:)C;OST6JR )^%DL1EFLJE MH+JJ8SY4C&F+G5\(UEY%]$N?=VE,[%5>93Q;/6H9O@KV6-3AN>]^L-6C&O2] M D#OKQ^K-IBJ2Z]4;V&]O6Y"(6G$N2>PA-B/!516'(5$%R'TXH#21 8"A4;G M&N.(-S>B[;2KHU=Z^H&M@J#3$.A7$/1TU#=U6FHN:'R E\;%.GD+S#C\]>9V M[-.$5YC6"V)C7:+O/"C6B7"O% WK$MCC8;!.1QFVB'S,1AP65DG*K,-9C \V-V#\*M5 7;4?E ?5I MCP)JQJPN8!J9(RT0LJ:V<^H[(JFCPTQ*-^>4?4D<9Z^_.+>J/E;YJZCN=(L) M'8!1'Z[H<3]4XKY<)CZ6B8@2R+B?Z+JV$J8(,1A'/B;'I3NE:6HRC8L7)\*?]R6P5'_]G@O>%N[ MHKE2/45D3_I.92$)%H2"84@PB;4/DD!E&#'H21:)-* Q"ZRR1Z<0>FXT>L68 MSA\L=:VV5L:+LWCT'ACO_X:]KG0]7ZK9QV*7ZDK M]/+[H%==:HOZDPC]5+H*S?ZSW-).SM=,US3CLO\AUW4 MSD[#F*O:^<'MEC4NLN7;-G+P*L\?R>J+T.5%EY+I<%@:P!2%:@4*4P2)EZ00 MQU($B18 MK!3L3[?KIU_5K0V)J1^VW'7T@9/0S#EU.D8X>YW]Q_M1W))57?JK.<^@6!*/ M< %31D*(9(@A"?P4^I% 48Q%Z-/(]+M]\>RY?;*U>%VM2YM#H4.XG?]4+T!C M]*,?Q^AY3KCN) MZKI#L0\9\622R@2CE-MUT]X;P^9UG*;7=1_Z-N#.XO%4S2 MEZFRACTL(4JTA8PP@CY'*.98?=3$*G#*5H"Y&<\O&HTLP/>N92UI6]86G1)M M*Q(EU?TE#3 ,)LF,)L:$?F0NV6N2L="-_&.3BGNVU8/&=@H-C0=/V/FUBE*! !XGX(&4M\B$@80$JU^R!%/(F"1/W! MBAPO%VEN='EQV9!+@LXNGV S8IUVVD:FVG[U[/,S]F;HC-D'L#D#V55@V^4" M31OPY@S O4 X=T^VH_*RJ)9?*[5GU4_\BUC?%N3A+F-D5;LF21P(F008AI'0 M*6">#XFOVR-@&4=)P-(0&Z6 G1QE;H3;E\_*N7L:R]-$Z RAD;G-!AQC@C)2 M_A3GJ ?T^$;]MN6:T\^>A#Z,U.L8P>SB8?;:7]9K_CU;K;I"G&VPI2Z%Q/_Q MV(;<+A-"$X]+ J7:GD+D,P)3S!D,?2\)L<=32J2-268TZMQ(X*_*1GXLFJ7Z MH>XP ,A&6K5!735[J6H-:!)(J+ ^9!C'PU-ZF, MB>^%*4?(SI/O?&*F\>Z?G)IR9VZJN]WF &L)OF;W#ROQ2?QXM'0JFLV2F;GK M'/FQ6;^5=[$MD[P5&?1D=F>L6D'DR!XU&W-2D],*AI=6I=W-P]:43Z*Z)N7= MYV+]E''!WSS_IBS4#WF3PZ%'TH40FC@B6E8%8=4R"'U?K2\8R@0'$-$$0ZQ( M3?T4\I!S*2+/JFF]O0AS6VVT^$"NUM_+)H<\ZT37C4Q:V>W8:L"TF%'7N&"/ MS&-*>%!CW8FOM^$_:PT4Y+^ C1)@JX4RIM=7F*V1N78[4=?;B>KTZ0I>Z8GZ M[>5$]96JZ7K:B;(HGCKMA$U49W6*B;,KT.H.YI.U7!T,,UW95W>8[%2(=?C8 MU\]RT^*TF0I/9-5X40+?XRQ4VPXD8XA"%,*4JR76(WXHHIBE*+"J1CNNN'-; M?&O;67_I>OFL$]M:05\Q1WM_CLTV,O.9N9$7XK'RLKMWX9W!:_"Z"=E'9V>& M:6L'A/W#YJL=!W[4].OCHPX,<]']I)HV$6\?"[5G;%H._XVL'L4G\;W^EW+) M1.!3S_<@]W2DO2]]F,;4AX(P0D,_DI%9?P>K4>>V0&BIB.[8JLQ#MKZ_7^=M M-ZXL5[_GN6@*>'_/JCOU)S5KRLI\>*2KC*D[I-!JUEG2S09.3=%W70(OOP4\ M*]O"(/7RHQZ=E:5N[&$9T&(TE88Q*ZXG:.RPE'HBVN8_C<2@$7D!:J$70(G= M7."0R:U@U95(FP&GQWG MM;*#GSOI?]%TMU&@*U3VN]8!M$I8!N)938X9?8T%^<@LYAAM:SH; ILC5K,: M>E)R&P+*2XX;](P+XI;I^6@[:MUF[.KVMA"WI%+25XJGRXS5'/VWNG7I,J&Q M)+Z?0(90"E$:ZU8X!-=._LCSU/^75JSY2GK,C8 /=$5<;[LBKKNNB*332?%% MJQ1X:NR>IK7L@-CH5WB)#(W3^;\:8YN[ET9A&[?;W" "-I!T!O7?3K]8PT*X M7V]:7<9]OX(6TP>+O]Y4'8PP?T5Q[.N+-%41KFLO0KT!JN4K^XV)D2#2)V$" MN6ZGB0*DDRP#K%95SXM21A.&B&G)D?/#S6[=:\IN-"*#6N9%0V>E?<=I0\1/ MKS[N<1QYD;@40JN:)N;(#"IS8O#XR2J?F*O:+X9B<==&-EK. MQJH!&TF;CN)7?QO8S-)N-LSLWM$P'CM:YB)XK>W(03 YLO[LQI[49AL$RTM+ M:]A#AA9\VE07_E80+G0;=674M_]^M5JMO^NCF??KXNWZD5;R<=5=]7F] MRMCSTL,)3E(I8$!"#A%%%*:IQR C"4;8CZ,T,BK@-H9PD9FTI]8"U(K5$]-LW ],VV([9T"N"] IN+EV 1H=P>_M M?[^)'Q5XHWCCGTX[$+N?#6?%MQR*-G'=+O>@[I?\&F&,H:O!TWKUI,SDW990 M39/W)?,BCCP>011Y5-\ M>LE;^BFAGL\2* .DK$01QY!B)"!+J0@"+D2 K2KVG!]R;ESRHH*_80'_H7B; MD8I;%$=FEI, MNUQQ[&RS&%R1#8& T[*..8 O*0=BSL'6R\B?Q1-E]N\3L7[ M>U;=73^6U?I>%(V%M/TN$ H3AG@"O5@@B.+4ASA1F]VM?-N1&]B5COAQ]X+#D'.G7ED M,_C4]M( 8 X84$.>,HS5VF9@'W*FGOV-_'CW0Q^^BC$F4($_M0Z7P=6%\ M# E7>],D4):AQP,_Y4;G%E:CSHT26[G!0U>@Z4%+WE3#4G^NUOU"6(:'$W;3 M<)HC1P-W9#KL<-T4OJJ%!E^VN%[9UGVS@]6B',$8\$Y4=, -S'9E!6SA.ED\ MP/AATY4(L-5OIQ" ]( M>QX.>&@5?G-\J+EQ^4;2)GER AN/@FWJ970!X>C> MQ0Z]W7B^1E"7OL1S8#CS(1X=:&+?X3F%]WV&9^\8WC3TF[IUB7%*&0HBZ#.= M4N-+':,7>3#U<>@GF'BAV:'FRP?/C1(V[3"UC=%PU)WOT0!A;G1QUZSGT[P__8O?NS] MCUK\B5J##'\MS&R4>4_VR$SI(.EMD];6 ^) MZ@.C':C-H;G[_5F\K7[FPQ7 MX(_1#^7B"7+6/^5R21P'VOQ6"OFX^IA)9=M*-2E<>##$<0@121*(?1) F?@^ M"V2"@M#J_,=@S+FM6^_**KNO/4"-C$ +Z2C$IH>TZ>[7*7ZC;X-/!-DLC/!T M%UZSC]#8\36]$><18+,/@7&$S8%;)[;ESR8!?UKG31&%?B$:2O5!=4AA'!"I M" QSF-(T@I+&G"2A%Z9HFN9^@\2?&Q=^JHNL-@:[;F12>U,F,MJ'S?_(!OOH MLSI_8]VP0L4&"/5C_1:!S0LT6J&DUYG6U[;&FS9( MRE#YO5 HT_M>Q]FNZ$Z*K'I4KZ7>0/QXR-J K ]Y4S)T25A,B$\%#%B=!>AY MD$2"0Y)$DDKD!XPDR[RNY\._3>=B/RNXT7>:-M_IGO@C.BBTI,HN6Q5BK M<,D!_?C3/XT/W[O-!QZVBC5%^C,2Y&\K.J+H!_O2ZUBUS]311/0O=&7Z8XDB%!#.(@ M2B#"N@YD*D)(?;7]9I1$@;"*%STSWMP894?<.E)*?1U*3LMM]SF4S1C&(78C M\XL]; /2.8W <):_>7JTB1,VC53?S] TNVU@%4C=>49\S)YT(]A*O0S9IK'0 M7\D_UL7UBI3E)_7.M(XF+Z6^2 6#(?%2B$*U6Z8X5CP3)BDEV$>>L#J'MQQ_ M;D33B ]K^<%6 ="MU+4.H%8":"V&5H>TG"4S8AH1^Y&)RCWL]E4CAX'GJFZD MY>C35HX[I4I_#!?^")/X"A$RYK(-,S#?"EIM_8#; F(R95$=6@:%'QIG;SME1$=ICJ)JM50ZP&GGYT!+N./E'*;)V!@=' ME'ILE$E9[HRJ+XGGW.4#:OFH?2W)6496U^LGH7ZLRMWBM5=/)%LUC;R?ORGH MR[OUBE_=Z]+82XE9%""?0*I+5B." YAJ1UQ 9!I3[B-&C5*\+Q5D;FRR405L M=%GLE6KNZP,V"EG4J;EDYDX3TI3S,;YO;NA4@$:9B6;$HIC01#,S47VA$6?( MKNB0 UA/UB&ZY/G3E29R@,).M2(7SQL:&EY6-[(M*;J)P^!I&J8A0I!C7<' MDQQB',<0>[$?84HEH5:M= Z.,K<%20NI_3]%(Z9E;M)A(,ULVHOA&7E]Z)#I M*@N/4B?S% ;.8K@/C3%QX/8)-?>CM4]=/,"._:@[D[_[H8A%B++KJQ)3@0,4 M0!Y)7:;7DS#5#1'\$$OA\Q#YH3"V3P\,,+?/O!81""4CD,+T*S^*GH&->"$F M(W_;#1Q:/*#E.]\X.3(G#JA^TDSZ=!]TYD_)Z3>,6M. M76?'7F51Z?QR_L@J'?/[511/&1-EE[ZFC1(N&$QIHLR5,!20D$!"'%(6B(3Z MH5D?Y9.CS(W'6D'K0/U64LM0E=.@GF8V9U"-3&^#4#+^AHU0.&6\J ?T#!?U MV]9H.?WL23YV(_6Z+][LXJ%]U+_>B=5*'R20_'DI$T\('7-!=3T9Y$5"_10H MXT6D441"G_/(LF]Z__%S^] ;"4$M(FAEM&V*O@/?Z2_[,WLM@'NB9VX>?5\W;>#:R?(5[6[JV,& M;F0S[$VA^:H0=VKD[$DT?WSWH]*_TI5XEZLM89,4^&G='08*_GY%;IATP4OXE09#T$0P901E.! F0\,&?L[II!X;O;(;LI)UBH-F'82EIW:VEV8 M-5_PNE#_UE.]^[O8* _$5GN0KRO ._V!5 !8N"(F>8,,?#YS>R]&)NW=5Z+3 M%]1^XXW&X$9VI'Y3@!VMN[]O]08]Q8'2'&Q4!^]G^$I8N+OF]FI,Y#^;SRMB MYZ&;9F[FQH&R4DV+Y4L+TUBA=7G%K!X2Q MZFPU@[QN=:T=1<_6U-J]>A@%?!1E*43;D3"_K4]2/F9M"$@;+5V^?12?E!7] M[;M8/8F_KO/JKEP2BDE(B(1>0 E$42HA11&!@F >^#$/>6)5RF^H('.C$?6B M(3O"&#P%9I0R!;"CGQUK%19@HP2HM5B C1X+W?J."O"99'P!_D.0 MSD#K-8 M+@71$6D-%F-26KL4K)?$=_'SAE'CF\V4W>7KU?KV^8M. MZNOBR"+/]P0.4AA'/(!(R@12RB1,"(]8&E*"0B-OO>%X)IE$T/$9UA-_HA8BLIV(H*&EG/!S@..$,TPL79&>+IT28^0S12??\,T>RV MH>ZS^X=U7F<.R^ZT\AOYT9FFF2@W\?EQ) (I0P:#P(LA\D,"B=HAZU:-:)YB&&.(!*^U$[ )+4CV&4 MQ@DGW$]E&%O$.#@3;&ZDUPH-6"LUJ+9B6QTQNYLZH^""5YF0T6,(.JW KEJ; M;6RWKZT+U=?SUBD'>MJ!GGJO-(=6T0"O,I>3'?I/.*>VY_K.@3]S?.]NO"E/ MZ9VC].(PWOWS[3.+KJ14"[GNN=($1+>[XI1)X6&$H1<& J(T\B"-XPA&"8Z2 M0#"U6S!.*SH\Q-S6PZV4H!'3/)'H"(:GES,WR(R\,.V!XM"%G]Y75'0/'WH,)"GOVHG\(SM(;1%QBJ1Z*3V M@W*)#C]QLG2BDPKU,XI.7SC,GZ=+^36K_6JU_DZ4L.6VH'[9C/0A9X4^?WXK MFO\N@XA$. UB*/R80930%&(6A+I%3\)]'B,2!#:>O2%"S(T./HE*!]_7L@'> M1.)6=P(\"U+8N?D&38F9PV]LH$ZZ:\W7^>P_9752H!2:V'A=1H^809^ MPDFF86PZU?)T\2N-%BU5-JRJ./;0)#7*@*^338>%RV^2:9G(P3?F]-CY\RY& M]:3W;OC3I_/578S CF?N\J<-;+ZY]>A]6U]Q7LL_C"_9]4=T!U\=)W1AT>ZRICZ6*70LV_9Z?.224PBF1"<*MN# M(0(1Y1CBF/F0J;GE":'8(^GR211T/9OY:TFW+]1X4]>)5V=<6P;;7C0Q4B9( M1LHRQ$Q]4\@G'B0\]6!*0XD\R40BC2I93STMDWC.M[KHE >RT08\*'7J#ZU1 M:-'8B&T@]:()HWZ-V33;C4\U1V/[\'>G9ZM(G9FBI^>ZFYZ^2;, FX_M^N3T MV'?I=8"KJP:^EX@R;6]?!Z#MM?UU\M:-]&-/!"*7;YY[OUVO<[U-E-) MJ7XJ,][F'3 D,-N[.Y9K;A3=J:4W M((?2)DK=TVDGC6*K'=A1;U@"LJOI-B/N5YC$L5T!T\V??3UJYA7*O+97CQP_?[2?B_63^JRU:?P3M1+GWAX="/4IA&]7$)3O4N&,'(QSBA,HF)9][4:71QYV:);59O MMM5X 1ZV.JL-V4;IQ<8E139Z-R7D:L47:J_=J;X O$NU:&O,55I]BP. \=\< M@W.;6;T/(W/DYE6X[K\*/77!A_ZKT&H,MBJ##[U7X:KW*APH)#JS5\'BS&A6 MK\1$9TMS>37LSJ$FFZF3YU7C2S'=N=9DB.ZIOR]R"JUU9'E$B>I()'/($L0ARA)4T@]H7Z*(TI\DB1)@(<< MC=F),=/3L%H^N%8"UG$=:]UPV'*G8CD=AEN:$="=:._32@FV8BZVP6] ?3U= M^\*/Z[)<@%H'-0$.=TO#L'.UK;((37\- BC=(Q^G93OTXJ>[A=]82KWB>(Z1]R)']5U'RIQ7RY%R$48RAA2 MFJ1J8:XKO?H")@C[S,,A2HF\L"+9.1EFZRDP].MK14"MB>7AS)#Y,J.>D6=A MJOVYPPEP45#,%,+QJH>=E>"U2X690F10%\SX40.]#B,1.PKUO1CF&*6P,B7&&,J MI1<8U7%T(J&1;\<3)W!L[0"6=D9"K=3$:K MREX%1M!39P%JA>KM:*N2B4WH?HHLG)033M5$+LA+I\R13]$1L"<]AI>.,9T_ MT!$:.]X^5\\'(*TTGHD[%:8AJ%'_".20:*+:C'8,HBGWF4$(*M*IJ?&&MN MA-$>Y&T;277"JA=?B6OI##@%LAE).()N9)X8C)HU51C@X8@M3HTT*6$8J/R2 M,TQN&7A:J/;O7-LLV9/X*MAC49>M?/>#K1ZYX.^5\+K(Y6/5IO.])*\WSXA!%* $IJE,($IYR,(DE&F86*4%C2?KW&BK+RG8BCJ(M,:< M8L/3RGE,W-@GF\/FS/[\BXT.^=X8ZP9"79B?M=$RLZY>L M=&!&G0+5I*2D<2!)F%"H%@*J]ZD"8D1"97F&)/(I8H;50P:,/3=*[V>I[/8\ M;>K]U.(WV827IA&=GQIYWB!G(S\AH3R)$9;%#[1*W#]/T37Z(W<=_$S?"S[)?X$IRA?1+WGC/0 M<*L-0S4&UZ:CR,O&B5 4ZMVK_0KEF^?M->WX5]])P6\>ZB3(=S]$P;)2E!_R MINC/B].1[M\_%QD32T9QS#T:J)U_(B'2Y773*)8PHF&:>B3 ,K3J2CVM^'/C MU4XX#G[.O[#5 M']0 Z'6BAF !-B#HPB5=N;6]L^KN*E!CX=#V?94Y=&4^3RO\M!;XJTS,GA'_ M.E(,6RO?Z]Q2L5*++O^05TK"3.TMF@3D.ORM$-Q?\B E(O(HQ&E,()(,01(0 M#U*>Q'Z(>.A[5BW530:=V[KTGF1%4]'1;A4R MAL[7 -V\B,WX@+/VIYP59@ MT$@,.I'=\;(-/H[8U&C(23G0!H27S&5U[S"^^22J:U+>U9F$7/ WS[^5>C U M,LF9=G6P*GNJ/;A+%-(TEH)#&7JZQ )((U8"H,THCCQ49P@SZ8VB/G05MPS M0?T0'0W$E.A-A0 EN[:39"F*0VNEAI\[H'[LY9< M&9>_@(WPX.H\S-:498^8(^*R&'A2^K('Y"6)#7C"P)""3<+SY_4J8_:=78\_ M8$:?1Z^:0"?E*+%TY\%P=5A[?*!ISUK/*KQW5'K^CH&' >O\]ILH[C_D3Z)K MX1BE@LN$QY"G0D*4IC%4ZRZ!@4]Y@&C(,+'J.W]@C+F9^#W1P,]%>W[V0(KJ M&?Q7KSY4^Z_!(O+4CQ7X?TC^2(KGIBM]Z"^ ?L_J:P[]2[@ 2M '76;Z2:R> M+1U9AZ;'\&S@,M#'=O\KZ: 6#_3D<^C:/ZZ\*^_]@1&F== ?5W'/!W_BTJ%= MYO/FC%)7!B'/^E"R:5!97>5<=[-L?ED*FF I(D4=/$&ZLXKN0848C'TB"/:" M*#3KQ6PY[MS8I2^V8I5:;MO6\F: FW'#"#".S!<["'X^@^" OO%6>#AK&F\V MZL0=XZV@V&\7;W?[P)RA^X?5^EF(-C*BUXR^'6PI$T_&82(A$7$$D= 5H8D( M((M\P5,:^YZP*M=_=L2Y48XR& O=EX;USUNTC4)%+F1F6XST/.)FS.,4QY$Y MIY,5=O9@3]I%VZJ[LI'QC0-W2%DN;F13L*EM M[!PE/O(019"+5*?=8PQ32A3/1)$7>H3ZB5VRT?X0R/,[8ON! 2KNN6J^*'-!,M= MR3Z,9A_V1>",_%UO<&GC$;5X+KO0'M'<68O9E\^?N'_L$?7VF\,>NW! %9VK MAZQZ+,2'G+7+2RBBP/(+%NO8!>.R."^?/KV72V"9J)B+T4MB5YCEF-8G*ZWL MW31=Z91C\N[40CEZT245"W25UR:;39_@/&;Y;1L/K9NN"+FNQ^M*([_[415$ MC9'EI'BN"XQIMXFZ4RFZJBLL*U(1:JE%2 J&E9U"0Y*HK4<8P#1!0I<"PS[A M1/J158S$B++.+:A"*PEHK>ZO,.HD^"T/,0XDKY">8E1(3]M,9\+H=NL MOFLV<%$IC-K0-/Y:1LHEPV'/B%5.*+T+IEJZQFR?>*(K/;?.>*MYGN MLZ[&S\AJB=,D#7E$H0P"Q521\&"J_@:1SRA)@R@FS"KVR(50$]0RS,]%_-E>.PW\2R,?3+8J=.S-8&6%^RJM #=5+V\KJ_80J>Q,;=GB0[Q M=G7A4YSFU/C D MD"]HY$%/$D_[40-()/*@'T>15'_#B?2,_:A&0\Z-:GM"@Y[4P#8ES )T S^L M8[L[ MW=3(_B9^5&^4[/]<1I@A'J421B%FN@"%A)2'$G+AHR!,8Q_'P25%LC"7U86>PNPH7WK K:QC=8#A;&UG* 6=,32V'M@C%0;>SO.JQ;' MWE/W7'7L_1N&-HEK^FPJ4[$7!%=O\Y>^1W0Y6@_2Q).Z[V4$4Y9&,. 8^U[H M<3^-!G3 /#&DT9L_?;?+&_OVEJ=P-:.'2V&:J@U?VQE8[U)W8EU/@S:@%]]9 M.)PUY#L^TL1=^8[]5/UW!T;?BC+1\%O M"OU?'4I7;S>NRC*[S05?1H3$2*:A^JA3!!&2!&)$&8PI8MR3?D!CJYJ=EXDS M-Q+8='8D_OB/ILV4VIF:TPW42.S MT^'NFXTNFS .\&$S1Q\V<]1XE*[.S9&+5IP#H!VO*Z>-,*_=H', < :].H<\ M]=(*\8?KN7VMU(:N+>JFQVT*P2E![IN_U86 M&'+N)1P1DJH=VK B\B[$FQM]]\N?-S4CZ:&:D;62V\J1&SU!3]&A]>>=S+H9 MH[_>7([,\/O3>+#TI\DTME7NP2@.K7$FP'E-?"?"O5+9?)? 'J^L[W24P44W MB<)FMPYVKX!#C!/&@C"""4L"B&B8P#30M7<2SM.08RF95>+ZF?'FQNS;DFMK MNLIN2?O-YQN!K2MPGD3;C( =8C@RH[:2'JBE_^D\@D.*;IK@XJ[>YLG1IBZU M::+Z@2J;1K<-K,I#RKNKG.O_:$-8;55UJ9^Z8-CSUNA(?,[#))$PI:'NJRN5 M]204U\1I(BF6C%//*A;8:-2Y\4Q=]5&?'M8_].2V+,MCA+@9RSC'<6SOX3$( M%TVUP&?P>_O?48PR*[A<5>PQ&G/:>CTV,.Q5Z[&Z>6BIL/N'0MR)O-Q$NWT2 MU8W\1GZHWU:/O*YI6-0V5Z_-];?UD',MG1703I+KMJ%?W%;M_0]EF 229@D@>)VY,4P12R . R0C'A*!;+R@IX; M<&Y6:=>XL188]"0&OVN902VT9FV M1M*9)4V@<\=[9X28E M,E/E7S*3\7V7'L]H"ESGVJZ]D9M4BC8+[DU3"_&%5SY,.8\HY=#3_=P026.U M048(>F%$D(PCCU.KEC<7R#(W@NI[[+?*Z-]Z"4Y=2NC/K4JVO=LNF#K; Y51 M)V3"TQ/SN9CHH&0PL,Y/1>PE>:4CD,&0'3_O&/[((56XE#59?+4IV[>.I>N?7_?%.C7N7\LYKO3^H->+N^)UF^Q(0RG$8(,HDY1)X,8(H# M"0,LTQBQ& 6IU?GE&$+.S:JJ)05:5/![(Z'E'F^4F32TI5YY?L9F?8NIF;"9 M['GL7KUE[ D1_R"-8<^#[*[]J\%8XQ5EN;[3\GW(>QDG35V8;33,:K7^KD^N MERD.24K#" 82"XA"3T"2>B'D@I*4\$AZD5W"J5OYYD;MC>AUK^JG3=P:Z:1U M7Z_%9BK-"/X5)VAD;C>OXM+HIR=Q)T>N[6;;"TCLM'REDBX#YF'"ZBXVTLVN MT,L :(?4?!DRS&4]=+Z*XBECXO#2]6E=MPP3S?I4?M,'UOU_UY6[/ZVK_Q"5 M5N,VS_Y3+6MUW_+WZZ+]D[[.U_E(./3#$.JL)(AT2"-%/($P_% MQV\-RSK LU&Z"YO76JJ_5N!95&"K:+TT=2_'%X.78W CHVGGR'%7I(F$?Y46 M2]-.S+%^31-+<8&/C)[8T;4;.OIR0]?F$[S[H>S K-1.]K^+[/9.:_0D"G*K MUGV]N\OR6UU+6'OS'LE*-^GTERG'(B62PT@GY:,848@#)"'V, Y%&OHT,JJZ M]HHZS&V][*FP $(7_I7M&CG T3;QZV#AAYOO)$^X.O;U[R^1@#Z?RC+;Y)?M MO"L=%J % VS0 #TX@,;#L5_P=>;2I=MP8@VF]RJ^SA0==#J^DBB7=$516]NF MC/ZMR-ES?0Z]_/^I>]LFMW$L2_BO,&(WYJF.$&8!$B2(G4]9=KG6&]6VP^7J MCHGZH,!KFM-**9=29E7.KW\ ODA42J( "F2R.J)=Z31)W'M 'KS=>R[+*!89 M(T!C#@%.;763'&4@,0.?CF,BN58^0]_%EN8V0'5VH#JF-L$:GJ=!E^%U&TJ" M@#8RX0_$:V!QCQXL@I;F.-?.&Q36Z''W?%F,OAMNC=_[8!AHIWXIGI7\N-Z9 M=Z P3Z_WQ%X%?U%(4Y3J&"2")P!S,X-F!"G =8QC%5,J)1D6M^=LP]QHI1LC M5CL!*B^B@QO-+O;0&#WW[O&-S1L%] EC\OKQGB@.SQO$X/%W[A:\4=R=-T27 MX^W\'S6TY,]&*"6K4D25>H$],MXN>1QCE! ),B$- 1)NTR>( +F4.33_I!/L MM<=^OIG9<5PE#U(I=-G4]Z>UP3':?5>1:C::HFUUQ:-I\+LM=?MH;OB YU$N\ M[;=-)8Q5JE8G2VU_+C?;[5(J+5"24)!BPQ XP13DD"H@9,:83$B,_*K77VMP M;H11Y:N;_MP6LJG=9K,I'RJA=M_J7]>P=J2(@ B.31:-J1:RQMCH8.TBJNP- M2!R.R(2BD&O-34LFCLZ?T(KK?<,S^I_,AVHE QYM0TVEC5PG-,MCJV&G",!: MF?675BF@>0:%,$LS!;WRIBZT,SLZ:Q5C;KS;*\/?@))C\K[P+F]F4/A&'D MK[E&X$L_ MZ?[QE? WVRW2=/^IF><>GUIWGN$K_/4:IB^=-Z5^Q>OJK[PJ8& MK7L&'GC8Y7\M6/W^J;2R+%5X2G5RN_VD_JC^:;M4&<XRML .QZK6JY MCS^*W??(;LD6;!4]/O%5(A7)8BLV3W9Y:^?R M]M'%=EOI"_]@'KVM4/&5,W#K6,?3D>#=-?:!2-4MC4A_;7(3?[JH@W&V5O7J MC_J*@/L&?D"%.O1P:W3:%0F1MU[;U!$.H* MW&Y$% [$D0GH)OR\:<<-ED!TO&591V M$C^WB-I_GT9NWAO!4%O7SNU.N['M"\?)MK?W P9(TEW58[DDQ]*H-WQ:AI3=>]_:SZGPZ;>S=NTYMO>MI=6=K\+5=WKIK?HCV M#C=;@+/H<@_]Q5ET_40"CF_]"OC)0H[>,[VZDN.U/ITPY>@('BE;CM_:L(7. M+YOUOMZLGNVIC:@W4343346YH37YSF+KMHRY%;&1ATMK'K#V1=7FLM7EKDP< MI_I>'QB!%A]GFYATG='GY.LE1>^U(TGD7N*G#ZPHVW+3;1U1NS&:FV,9&.D M;RKCZ%WL>+0_IXZ;9%UQDUR'];I27E3=,M"+:/\ZM*Y7BHX3:O:&ZJ:I!'QO MMG=>:KZAX/>6]@W6\&U;\Q\VI2KNU^^JV8:H2^NL*EM_9L7ZERK_BV9ICLT4 M-LNIF<"R5AFJ2("CED;_YZTW,;.SHF1DS^U]-V5^7-#-NK=T#> M;[,^+)X3[=8;9J[-CEJ[HR[*UO*FW&'XO7EWP )OSCLT_":[\^Z 7-J>]WC" MP&0R\]%M'E19U0.SW/B]>-PVR4\\DURPU,K%9K;4*^. 89V"+(6,$*HS3+V" M77O:FALSM:;^V_] &?R/LFNP9V)9#[YN=!0(M9'YI[4R.C)SC"2SZW"$2C3K M:6G:9+/K+I\DG#G<,N! [T>V_E>QON\^M7F7(8KC7.(,$ X)P(0E@)I)#J"I MQC"1N1;$*?FTOYFYT41CZ-%+[W&:1P;!0%L MHF,?KQ?+[XSF*@R]9RR7[Y[NC.2J!T=G'->O'E)L3]1Y*E^54,6SU1;J6W=0 M&.="H@0P9'@1:S.;8AE.0*JER%(SDR)YOEQ7QR?RFR-'>EG@](;3^@T_L6.F MZ[\!_># JN%AG:A05F-W=#!\,7P)>"O0/L44QP)\J@J+08'WK,(X!+O^THQ> M3YRP7N,03X^+. YZPM!,\#LIS4NV?6=^_%Q^V_QA"S-F*,UI C0C9@R@F0"4 M0P:(#2:#G[0QM]EQD_G^$6G3E/%+U\Z,#[%!KUL'2LLG[]I1F]A;9A+/67_ M((FS/H<*CSA^^+2!$6<=.PF).'_58-GV*MCJO=H'79V,:=4JQQZ E;M";9 RW9*8+D/WDK>Q,WLK:\NBQ-MU; M_-VWD]S88R3,)Y.+KT-/?VC-_YN-/3\[=VZ>F 46OD*+.@JU $(IC+[4S* M(U?=?4T7UV\8L$5;+>M9I42T_6>Q^_Y.E3NSO+<2C+N7_[-9F<>T![$LI0)J MJD&*DPS@+-: :X4!@YP*ED%.I%/%-\]VY\887-]1[;AAZ= MX+ Y.PZT(W.,*ZI#SL4\X/78DAT'YHGV8V]^B?VV8/VQZMU_]7C<=)NO_CX> M[;P.N#V0XLQ^7+%[NEV-F^U2"@1A3BE(N4X!%HD52* 9($QF@JDD3KE7K0Z/ MMN=&^Y^L$-]^(K3:;+VGBC[ NTT>1X)S9*H_*QASF&-:TX]4L (N;@< -I84 M3$_+;RO]$G3YX;[S3&N5'-*4[]1'*3]R/31&-7P.#(B][V?>/FIL[W M;?YV^+9/GS?)EWO1C?:[O'S!4-5?MJNR1ZK:86PM"K;ZLME6I91O$!Z)@DK .34XL".L.PJD]0T,7?GI0Y;T9X7XN M-W^8R?KFX9&M7Y:82^.L3 'G<08P1A3DJ9" 9I!HFF.M%/,+7SC;SMS&J.: MOK4UJHV-&FM]@QC.0]O/+P$!&YE2!F(U()RA%XD;0AK./W?BL(9>YTY#&_HO M'UQAZF&SKBOBL?)S6?&.K+(HOZBRRK-<4B@0UED,5&*+6\@< 2Y("A)&(4M9 MDA#EM&?JT>;VV( 0LR22(59Y(*4B&N!>K36K] MW/BQ(QK*!A0YG[;GW0AUMOTY,C6W?D<=QVVH3NMZU/6]+;'>>E\IR';\CQH M%N=D92L4HIV!(;JJW>M-]F_2?8&&C6EMGW0 >I-N>3V4O8T1MYUTU;L ZMUF MN]M^4KMEKA&F,$X E4H G"H%J(HI((G2.J,DXH0"^L ME55]J6&G6*]!]3NQN@&JT4^G#$K[TEWO:I0^]: T^!#J @:!#YQ>M_(FATL7 M7+UTD'3I\@'Q33]I;>NL/:N/:[%Y4-_8GU;&R%+6VDI$5@36.7JOFFQD.Y.;+RV>8/I!C63-$\U4[U56XU9&Y$TC&SIA&/6)Q;^J.?8J9$ M>>P]PM:+J':C.BFWCD3'GBRB;E 1,3=0W$T50C=I'?M%5 8#M M#;>ZY?G3Q5\%0.$H("O$\X9O+!=UDK^9-[_;K&THA3*MJNW[8BM6F^U3J3P/ M7KV>.2,J[-A=+9"/+(\.IH]R%#L(M(#[G^YM3[X3Z@W+N3U1_X?X']?>/>YUE'K&ST%'I]WG3'94>L;X[M'HN7\>-F+MY6,/G^[6%KBJ MZELM4^C%$QS B70B-[?UJ0CN)/;KT=LMYMNS$P]#85/ M%:*&,A) 60(!9BDTPS<10$F:2\281MBKRNU?)^7@\U&Z022<8N)]X74CC[]$ M8L$T.023I0S,)4/ /R$@>/S_&*=/[]ACL6.K2GSD,U\5]_46%J4IPSHF &8H M 1@A#3C%,8A3'/.8L41P-4 ,9'S+G3[$Z<5#.B16:5NL#NXLHJ;<4+6R'UJI M:8)W8OJHAQNZ>+:A#N-7>CO@#$# M%JZT[+\Y]:UDTE#CKR\/?+-:I@C&*>(2Y)"8=;*$$K TR\QT5T*L%,P2I%RW MIXZ>/+>);6-<5%OGOD5U#-?U3:K!((Q,GH[^>VU4G?5UT%;5\9,FVZPZZT!W MN^K\!4,3>#X4*_7IJ:[@H;#@6&) >"H!5C(!##,)H&2)YF:-23.G,MGG'CZW M3Z])/[$&1K6%ONDY'>"N?X&WP#'V(;L[$@.2;TY=OB'CIO.PB=-L3MTXS:TY M<\UMJ[MJ#*[S]>RIZF?=#LIU>Z\/79;160=B:PG <_U;D(RU('?,".F/0F\":B3 M(\+;GC8@OOM7ME*?=95:6>51;K^J:I]9?C"N_F)^^]OCW7VIZD/W)84T$[%, M =2QK6-.&H[OQD?:(T!X-\8EB ML@,C[Q>%/0B\WKAKOR=.%VD]R-.CV.IA3Q@:3;VN8D@K4[M7QO/KG5YM&R7C-%7L*,V+ - 1029L::90I0@A6 MA$.8DU@DRFG&ZM3:W+BH-;8*&) '<_UXJ!]@-_8)!MO(G'.$6,?2MG)#.)IQ M0B00N?2W-2FE.+G]FDC<;AI2:7RUV=B#E_M?OYO5]3=5/M@ZOO]9J)59?TOU M9R,"BV(N&=-YI8X+<)RG(,=I F(D$YK2.,XX<2\[[M3FW*AD;W54F1U9NR-K M>%19'E6F^]3:=D/>89D;'L^QCSAINSUJPB+H7KX=5T3WNW6@M+)=_7*[\K6:E&8XJ-ZKN[(T+T.U^OWQY7#) M%_9B?W5G(ZD_/U:5(OZAMKLJ6*W=6O^VL;_ZZ4]5BF)KP]K^J8K[[_::9U6R M>_55/;!B7:SOV\GM$UM9W]"29TDL5): A.>Y38ZD@,LD!DG.2"*@S%*2^,PT MY^/:W,:B#T^KU4OT7/EGQ1M5>RRRVU2_743*S-XVVDIC%AOI-]N=#^RNDN"S M,7A&8VSE,?BQVK;LPA)U<(GX2]2]KL$FJL"Q%34J>!91#5"U(OBI\Z;]HWK3 M.C MHA:HJ$$JVD,5=;"J!J. >N>SZ_]0JNKS<6Q:[?;Y^'UA/39#"P _7>JC%W<#ONU$F8K..& M9=%2264ZU_YMO5F#CE-1T7CE+6M]4Y>Z[J9/UE&C[[)W^ZC18OK!)A[^K=+M ML_,HX]4BNGO5<\>>11^O]=80]9@0&(?3D[G)FJD59D) =T9S)LAC;Y0CW91F M=%CO9:6:?< ?U5KI8K=D*L=QHF.@E+;9"!@#GJ89@#S&7,B,L\1K'>;6[.S6 M2+6U [5)^Q%VH\CPN(W,A/N3V\;BKC!=8W3T0V/VY5H+P^5,G7 *K6[:W^C; MB)TZ 7%1^]3M[L%GC8;F[(SU'=O:XPC['UMB])FMZ@ YR=*<)BF0*8, 'VU_>/KU79=^_CCVEA7G;D$>\5*3&7XW$BPLLY\K[9"4U69:>M9FFFR'O?8 M89Y9/\Y__[@I!-_QOEMU9+^[7$-@Q\^$2?/I\ MKJTWFCOWN'UYXMQWTS F.2\_7^MD/Q7K^T97S1#8$N8)S3@EAD>@H16<"4,K M&((L->R2TSP5"OF^]JQ/Z/2%F4H7Q5E>/2IDC&@3]Q( M:!RD1V8D]\H7P:B2JQSH_'+J/N1EI!L!R9H8YA MK*RT;%7;&8Z$KD(1B'$NMS,IO5QU]S677+]A2 ;7J3RMF7MM"]G,NBKUJ/ID M^$=E*$O]]$?M7^1J!V,V-Y#GP2G8)W= M3VYOUX4C,^%YU?$CMZ)OW=ZK/8L:UZ+&M^CN;7O/)X/M+7IQJB2WZ7K3,R,N M-.C]27/!6ILPKRXT0L>I=\&?/E@ZQNY?U8U^+;;_^O'E1[46W\V2XE]W?Q;; M):0Z$;'D((FQ!#C+$> LXX"GC!&<"0R)UX'.M0;G-IH>V1M9@Z.]O='OUF+' M_%]GQ-UF]2%Q''E(NP7"(=HP3KB$$X7I;VYJ-1@GY\_(P+C=-V#Z;VEM5SY5 MZK!?V(O=8?IINRL>;'6>O=3,$B:)Y'&: IUA50O4Y,/ E7!P?28 M^ 8'=:))[>W@^LU5O7#JG8>Z/6FZ.::79T?S1[\[A\T-?]NJS[I]ZG:I,1$) M2@E0L_'>4$Z/S< 2:M[UZ^*2SM/..O9Z37;AJX#+O;-3[ MF7*WRR31,DT3#+" .Y[!?NZ]X[@V' /SL6=LES)G%M'9.D\6D]P."5*"H_B&YS+=.@H^GV4.9 ?3.-59CW7 MZ%M75^T!PJ%":M_=DU;N_GFSD7\4J]79]I]WY26#I>,:V16TPG0AH)L?3D..$8$ M)&F6*01A:M;5DRA07+=U;L156VQWTMG>YD9](F)[J]] D\*AV]VX<":=.3*5 M!E">.+P*!X_;8FX'GV<@-.'>,6^M+>%@Z5]#3L(=\F *$AY-#CU_JL(6[9-: M?6!;*;I;,;71NZ%Q@H0V XI.XQS@1)M);<9CD#/,BK;-FR]F;!6_'^$$*^N[=X7K@- +(HQ\X'?#=U[%[5^';M3NXYH\W5L&. MFUS;G?BXR1..T^,FWP?&X79+=BSDN+K=\5ZL[#B"O\^;$_V M>B?X[;(&A7:J?=..T68M7VZBRNQ*$?Q()#S\'J@S7(%W-:^W^R;[E,YP7-IY M='_ ,.XR#RIM\>'WJO[OQ_5=$]#2Q [>K:7Y3?FDNEN9RRQ/2&KIB\=( \PT MLCK=%.@DXP*-SH;'^"1N:UU(/JA=>%O M-M!J#WGC1G7DTSC2/?H)QW2W(1F(]@8:,2D'W@;4:T*\\6F#V;&6!3H7SI) MA)! &$!($, B%H8#8P4XUTPEL M&F4^C<^.4:S-PRI/.6'M1B!C(3@RI^RK4%5VU^&'UO*)JU'YH!:X)I53TV]2 MF,? \M%)5^]#H ;[?V-JI2T0%TYKG@%%D)I")1( )* #36"&N M(.6IUW;;N4;F1D2UC5%K9/1[;::OILHY.!V/+F\$:>Q32E]\_,\C>P (=?1X MKHEI3QE[G#PY4.R[=J!PJGD=OK.M^LQ7Q7V=?O*D[K3YP#X4>O?]/Q4KETFF ML2:0 1HS!K#,)."& T"6<(X02?+$;[/=HS;:5C%O[!U4\/(*UF[$$P[!D3GG-7@'4YL4K7 DXX9)('ZY MTMBDU.+F^&M6<;QK8$J!^*[DTTI]UFW:T^$\1\@T$T@;#D%2 LRY )P1#E@, M*1$P84@ZR3([M#4W*FE-M5]":ZQGT'X/L&[4$0BND7GC'%+C%IRX#DNHD/6> MEJ8-.;_N\DG(N,,M0T_5S0>HMCL[$[5ISVD*$95* Y516\*+*,!TQH!B:493 MSE*,I=]!^M'SY\8,E8S-H[$MTIO23C$J8WU/T8\A=..#&X 9F0-:RYK5R4]_ M6BFECLQUG?7=7+3HU*JYL^6;@D?XG(4IV/GY\=,G/C(_Z]KI*?GYRP96\V/E MVE8^^:+*-LFD$$N5Q)JF2H$$6CDQP27(L4Z F2YDFG*<[A(JIL#%C,L ^"4'4+ MS[8Q;8G"/C=/JA'V7CQ 8/LH4/Q0&&#[;?-52:4>['?QR3ABDV,V*_.4^Y;X MEUA#DA($069+-F.6IH#36 (E*5&,:IQP)TG7&^V8&W\?C#\AEW+O2K3>K$'' MF?T<+_KATV:GHL21:F[MPWXRFK!G1J:KD[261:*XP$>-VQA\8O:;I4Z5+>T M>0%[B?,FBWW[_DG98Y-OIMO4DF8P%YAKH(DD ,DDL];%1Q_+F1-(S_-2Q'WR/,)CS)5*4J?CX,M-S(V K)&5XE]MYB+Z=.=3FODLB@Z;?S=C,S)]G($E^KVV MTI&&>_#Q*4-]*TY3E93V>(T\:T+W(=!?W_GLG1/6:NZS_+CNQ\WZS,,[9+0VV8:V*8+DT)P")E@!&"@$!*:8$92A*OBEK] MSFQRY^%_;, Z[HW& )%=+?W]BT MT?Q.CI\$\KO=%:@ P#?SG":W#3,M>9XS #-;JB\19N*4$PE2D7'#,#J&GE7Z M+K*X>6FYD8:O[*5%=E?RZ:@I['44Q33!VTDZYR8JYD4IK:_6Y M2/6L5IM':Z['KL7@#G'8^)D"YI'Y:*^T8B55:B<61\D"^RXPCD1=3RHE=\>% MY6T]X;'%-$6/3+0+-5K/^&U9W8IH[Z[6X(=/M_%UJ_]'>V,W/VS@A'6W$?]J MELSU&<02JE@@*A*0I=!,5*NS2_M7B74&D1GEH6(^)4]/F_ :2R:H5OK-MA%M M.W;^V__(8T3^HRHKOWOQG*V>0JI(1GDN,J!0B@%&&0;,BJ$)$D,.>2H2)I=U M+9%?=ZS<30'LZ^;&W#0W?Q5J$7%U7ZQM_+W=0G\QK_3-P.8*L51@#C2&%&"9 M<,"12H'6FN4J1B+)6 /L3VLY':QM8Q. J@S%AX+3<35U$T!CKZ(ZQOU_[9'X MW:M$@B^L[)LJ^J^I+B(2:BUUVL"T:ZB+#IZLG2Y?.7$]Q;KUCU7\3[51_'GW M797?OK/UYTK,=?MA4VI5[)[,Z_=/5=Q_WREY]ZQ*=J]^-@_?O6<[]8$5Y3_8 MZDDMLSC-2*IRP!#!5O]6F.682$$F.14*B3R13MDZ\W)K;JNZQO:F$.,MR8/S MP'?LTHUO]C*,S>*W5WELJ+^#352!$^T,.E$#SR+J +2(6HBB!J.H BFR*$46 MIJC":0:5(4?I][< RS&-B%%:!*"9Q@(G"JO;*.^EJ;VZAI#;-K@!.]TNH?*I,] M3V;[P78;U()!./)8: M166F9\"8*\YNG#(">F]QBF)_;NCFR.[P.O6.0 66J+_6ZINHTSM"<4F8WO5V M/SK:EKOEYS_6Y@O^7CPVH4]Y2C*A10*8$'93$R8@)PD%4$H%54((2IUDF\X\ M>VZTLC?/,X+L'&S]#'(C&".SA <.SE30XW'?YVYNZWSJYF^'S_S<$R?YE'M< M:3_7ODL"S1"JQ<\2T43%B&M DX0#3#D#-&7EYS&)$VIR_=^ MK:&Y??&UK5''6+L/RJ+&7#;Y M?YE'U(Q@?C@0P=4'3T(%KNZU9.!\_<#\CT/TS3N;]6.>;\-MNC+O2V9FYADB M!,"L"I1A'.0H)<#,SX4FB4YSOZT!AS;G1A*O"Q((&Y(4B4XHVFX3;?C.S,;V MM3-%XYNO@(A#C[C-+0+C/#*Q=./Z6G.K,+Y%U+4X8 Z).SRAP*MHH>G_BJ$(:NS#32!J/9 M4(,JQ&#K&V/@TQ..D0 CX3OV>3VK)4@JPQ=1;7KUB\KXJ+;>ZB%U[ ]XCCX MM5"GW3Y-3WLF/0"4DY/C(<\81FL?"O-YJE_,+$Z^+I]S)\33PU-5NOAX J:Q M9%S$@*6Y55 VO$8A$2!7.95Y%N;3RHK#^MPV7F9K[8>Y/>?U.[5;^[XMIIN+DDBA;9U?E2B$H!C M*$%.H (,\BPE2.:4LP'KTD'&S&T.:'J2K465@K"O_[B-0+1250RA;J(,!BU- MA_66UYIU]#Z89C%;:_?:Z,O*DZ@QO WA-/]@Y^:M I]?RLVC*G/_O MJ:B2C6MI22UCE<$4 I4E9AI*4P1RI!.0X@P*C'&>8C]E!\>&Y\:MK;6+J+*W MRLS>6WRKN.>5/G!<78^ [,B,>1NH-PA[NB$47-KS2K-O).[I!L9E>4_'^X<6 M>Q2EY.KVAS_UD V:<8YCD@"2QG1I2!*@F"&AD""Q%2>XH)>'? M]-S(ZMUW&_QN=Z0V^XH"=0'JZA-;-7+SA=K^;]^ZDK 0;SSCKLXCZ,8U-^,R M,JV<5+FZD-H]"JWT@A.(0_^+2G!) MO-[W'Z=P <$JCD2(\LDJ0E4G#M\V34S# MERJDX7,3T?!5B959RQ2Z4/*# :**C_UEL[[_ILJ')HEETTB^8$5CS5$,,JV% M#1!!(&=* T%R+K/,S+>44[F^T2R<&YU6JEM16;MG9QS%^;"2A;GFX&1D7\AH M4PD0K(R?D3'UH5UPFH?X"$V-]S+T$_@LNGCL PKC7M3X%WT]='(;.U3[&+5. M1E]/^K@6F;".1M;3YD#8/N.G6?2QAV3B6_?U1'**;]CG?H*+8_9'KQCC* U/ M)]0X)FY'(HZC-C1@QG"Z:U.-7M\VGZN0[#9 U5:YU"+5, $9RA. ,9& :\Z! M%)J*6&*=IL(CDLJK\9D&3[T+'\KNUR<.@W%0B-]T8[A&VR!<6[Z/=!\%68\A M< R$)QK6@B'M-TCY(M8[\#@_;+K!Q->_HP'"^^9A.VA_WZS52ZU=_^%I+;=- M03:!DI22A %"XAS@W,:$Y;D $)N57II31823L$!_,W-;L%56-A45HLI.O]VP M"V"Z;7;=#M'(?'R*SO4"@-[;5/TH!-J%NM#(I)M,_8Z^WD.ZL*D5(JSFTB$+3ZI3D##&$,M$"& U)-6.YU@G:^F;E]^]TH[/=* M%Z)P3%R^@J;;QW\[1B-__*V!46OA"-]^/PB!OOT+C4SZ[?<[^OK;OW+UX),S M*PI>14O^TD2PO+1AD>^?JFWH#\6S6F:,)H1+!@25'. LR0"72H$$6GU_JF6, MH.=1F5/#<^,'\R+EWF=C;A ['X8%!V[\TR]KMCEA56XTRVW9J<^SO("X\SYE=_] U5;[?/M&F>9LS0AJ4P!TS83.<,) MH%I(0,R2+X9)#K40/F5%]D_VXI2IJHEXRJWN47)CC4&^CTP+#1U8JP*JI;YV M-)0RZOZYTZJ@OG;G1/'TY(*AY6L?'C;K*F^WG?]C0K'(S.>7,:MEA,S\'VH" M8IHG"O%,I*G3.>_%%N8VM-<&UAGIOF5I7X/G]E7>!,GHYYH'-$:8Y%]T/5BU MV=?/G[C&[ 7W3BO+7KHP1,'(NX?-TWKW58G-_=J>2"PAS0@11 -.B?FHH0W> MB%$.LARGN:))@J!3)6JWYN;VA>\E^';LSR:48A&QRF@;>]%8?4L9PA/ 'FS/MCPI2H,5Q_WJ#]W/YIK M_K7$FDL2JPRPF&< IV91E%,D09:E)-,"0C,O&Y8Z&MC2N7'_Q0)!U^IE3]S! M;C/'673;R&/-V5)-AQ(TB[;G9)5_UY%1V_-GG>P:6>>BRKM1\EY'ZH'@B;*A M[7RCS-J1X+Z)9'=)I/JG=9VW&M"\VG-S8U,ET M^K:I\YR6*:>YS&((9(Q28%;U%%"44H!$S&@F*<:VI@H#02M@%0< MN4J.DB2+:AQK#T9GNB&/4R>@5)$*?@;QJY6U.1,Z[>O%\Y,+E M W99OZJM6JU4>7=?JFHE+Y?? M9NAU%'IW07MNGV[[\[H/1_N>#I4Y5A<[[GC.H.,FW/ <6,/^1$?_[JC;?^[M]NFJT3OVR5O7E[]FYE^C8KPC MV,%JP+NV-W"D,?.-JOEW-A^V*35P]V>Q72K)6(PQ!XDVHP3F, $L%1IHAK)8 M:[EU4X3 MHDHGAB#,K)(3@#%. 8=F 8]A1@7"0F>I&G:>/L":N1%+ZXS]:/;N1 =_FB^I M\BAJ71IZD#ZD]WP/RT?ND['GAT.Z8Z)#\!N0#7[0/<26-SK,O@&VRP?6MSQT ML*#TYD%51RZK0KP\?*\D5O2KM/W EZ5UJG::()D%*9R4"<24 Q@D"JE&=$2A'GQ.M3=FQX=A]Y M;7<3WQC5ID='MGM^]JX]X$@((^ Z-E5V_OQ8%0[]1[4O\W%=)P;\4Q7WWVT=V&=5 MLGM5'8^]-_S[@17E/]CJ22UYK'F6"0I2I'* $ZN! 2$'<9)HI% &,^(ENS,; MS^;&O+7YT0_%.OKMU_?1HRKKP G/>/_9X#MV5,5;O@]CCQBWAV'4Z$0=>!K% M[YT!*&H06D3-2V?>N1JE1=3B%#5 U1$;D84JLEA%%5@SB. 8J__?.N0CN%]_ MC1B1L;HS6%#): 8.W8HPLXR/V^V3DN^?K#Y[W6SUZ#MA;-U6^Q_;98P9U3'- M0UT?LQI;)[$74M#[E=XH=5L(T4 MQV8GWF+Q ^-T\\7S_J'9:[N=#="K5U"-8I5*)".$R>2G6WEA^*/^U/K1PUIAK"3"<@S@@$&.4,T!0B MP&(5$QK36&&O#=?+3=48X%2' .*I:WQB!6@ M+"-F;I#E*HD3ZKGM>+:5N3%#8UXC#.C'".=A=".#F\$9F0=:4;H6GS$J9?=B M$.CK/]_&I!]^KYNOO_G^BP>J!SW: O%F97$LX_W)F%^WLZ0L3YDD%.09B:W M'+;ZVQF(S;(@(2A#,?:2_;W:XMQH8&]PM*J*8:T:DPMEOH'UWFQ/':"KN#.6 M**5@#*2@$N <)2!71((L$3!14B/KRXIX46/EU_;_U%D5RQ"25[=+6]:86-7-T_D2YR MOG$8Q_^V-@]A_H8IG&]G0#B)+ G6&A4A!DI@I':8Q!WF.",AARH0F,66( M^Y#[Y:;FQNJMI1$3PFI#VH+*,DTD#%# M"40\8XF3P,;14^?V]=NHQF*[*P1;17\WK&N6SW7TJ$>J]#%L_9_Z8#!&/R8: MA(/S9WW6[[XOV-S0^7K-WPY?[O&S)OE(SYK??H_G_W'8$-V<;'_8E+: JYD* MV+1H,\DM9#4UV*SWLX*ZZI*YHLG;,ZN0)=5QEF*1@8S&K,I4!HR8/U*6JA1E MB5FAQ1ZUMX,8Y?22OT5-[M836WK[X$KTV!2N\AO[;^LWM^G!^-TP#=>T(5%6 M=Z;3#4>N=)V^B@SOA)AI!4 TT%[G-EDFG*T%@>SVC"?/0L/+9QAA5W*_K MF95X^5:R]9:)*CAI+:N_K>I0)?E?3]N=-;]79=8NYFQI[LW*V'+_<6TF.6J[ M6_*#.W25[C="0:KZ/=P=&( MO5*(+I54ZJ'ZVWJS!AWWHJ+Q+XS2]S0OEN-NUE_E=1E[I^RZRGC[,K681!U0 MJO/0#BS1 1?)C@**/UUZX8'KEDW;TR&KGT_@R"ZWT2;O-56E]6J,&1KH5 M:]6&U'Q@HII3_*+6Y@'O-P^L6"]U1D1&X@0PJDKSO2[?+;JS)5;;A)6^V"L_.E/\Q6NV>J=65Z9]5BY_?'E M9[6Y+]GC]T++V>XM:/Z*](Z]ZHO)E5)V6 M *B&E8,;9,E;",7= MD%";F;'CF46'=F :CD3ZQ<%^O[[9T03P]/U93OO=*% M*';+A"FS5*,:H"S! -/$+.&XA( E1&2<9HQ03\G*:TW.C28[%D:R-M&7':^B M[$J"(;$;G>MJ8Z/6VNB'+I*-P9>E9@:0F2LZP3CK:H,34Y,K *<,Y'SGH-J! M[;'C^?WN6N:BR@,_4!B2G"/(LMJ&\'D4& M;S9H;B15&0MXI[=W5SV=OT0FCL]W^:/W"061P1J%BJ 4R)Z3Q&&>"$(R %S)60>99J MOMQM=FPU<>?MFQRO\[[9-LXE'RVBM?)<1/6"[+9\"@7=R%.)_2O_M8,7TU:< MYJY]Y^L X_KVA$)*2W%!,!A7 F&# 4[-4HCD6.!%FK93X%09P;GIN M0T:W8EAM.ZB,CP[61[7Y ZL*N'>*&R^- _7(+!40Y1LJL+D"%KS6#D;=5M3T+L",CA8)M9!+R1FQX990^)$(72CG;UMO4 M3>ES^V(9E=Z;!LKZM1K&G0Q>.^,RTRRS4&^"6W*M4\,2!)#4< 86'(.;D_9/Q?@W5@E-)PCDTL7R;V58R@! M>L 22A/0IJ72WOR+^E(60BVE MUCHCB@#(-#7S'Y("3F0"%"8YC1'.:QDI=^N MV(GGF^ X49M?_XZ][KR]4,F^%,G1:W)2A:1%(*H@F$'YD6%]]M;%13RM_FN4 M#AG6%<$*@PQL/FB"S_9]L16KC1UP.P6.M9EBIQD'BJ89P)+F@&59 J"4F9F4 M9XI SVA;Y[;G-@8UIH.35!;/:'X?^-T&C9% '3W"XD)JT#8Z&![]/E*6@?;N$,5-(< Z8P-CP66Y^HA6?9;F(,Y9F6CB'G=U@R-S(K3&\C2[; M5@?KFTIAHM'S[$H(>P0TW=)9_>PW91>,3(6M%]$/K1]_L_7TVD[YJ=LIC>Q' MTRF_3-XI'M%E$W7.1%%EXW:27SA9 &1[P\AN>?YTX6,!4#@*&POQO&%3\C/* M)%\VJT*\U'\>)H0BEXHRDH \Q0)@H;D5.F4@SC!1.-,)S[UVQ%T;GMMX=57\ MR&].[HR_VX1\#%1''H+.06FUGZR]T>_-?T>9B_N"%6@B[MSLI+-P7S!>3\&] M[Q^X?:[N[8C[53U:%:3U_?F/)H'7>70P,X]MYP;6^T-W@:1O*"*=1VK%.;TVZF^L!P MLA7J=?,P%OJQ*;K;J2KZI=Q\V)0/[.-:V__87QT^$AQ#KJE$(,ZY+6/,;>JK M58D7*&,$88F@5QECS_;GQDRM^=VBNN8#*S=1Y4+4\<&/LGS[Q8V\1D1[9!KS M 'I4=8"!" 9B.-_6)^6Z@="\9KVACQG&?V?7JU7H^A?V8E^CSH:LW;J)8YBK M%*6 (6IEF'3%?PAH91B09)C!U*MPCF?[<^._?5[&8VWM8E_0_;$VV(_U?'O# MC?5&Q/C--C5KU+^TJ'.ZM;Y$C^9:GS,##_P=SFW&077\/3)C M=)TR;E>B#;RMX=%G'36FU]%*(\'K<0(S#LP3';B$@]OO<,4?M-ZS%(_'37=T MXN_CT4G)@-L'4/[GM6IULYJX=,XHT4)D .)".84C MG7_\W C<&+C7DO.@DE/8' CY)C!&YMTN#M?C]5T \:#0FX"9B"F=7A0_$KSH M=B_7G=XU':5=M/B(N2Y?Y4=04A7+]TWO?BBV@JW^4['R@_G-=@E3%&L&$_Y>YNU[-FA\.B]B^9T[R23LXU7[7+I<.3%*\ MG#I]]V#/-?Z[*QGT6JB8$804@4##V*Q"4CWUAE/C8H!'>9&LN-VP\C4.E(/>%/JD R:ES^$ O2;-&YYT MH_S.+\5:?30_;I=Y(M(L1PQDBB4 FVDH,']3(-9$9VF<(9YZQ0B?-C$WJMM; M&/UN;8PJ(X?*[!R =*.HV^ 9F8(\D1DNIW/B?&@-G4,#;R.<<^+@1;6\>>Q-\ND=0(:W;<;W*4=P: @X!2Y_VI49B!2M+0 MCGMKG21ON_\:2DE#NR.85M)@ VZJ5?I5V=+J-I%)E54@OPUUVJ\K[":XL*N= MXL%<\EG_:GZ[U;7\2345>&_60I5>K[1IVKF" $&8 JQI G*F8Y HJ)A@'&F% M!Y0O#63>W#9V&N]LC'CC7]1Q,#IXN(A:'Z/:23OV==VTE7Z,HY'U=&#%]J#O M@=MH]W:]._*0]C8=.[2>:F#\PY98#67<6U1=#0SLA4*LH5L9-I#\@Y5%E1)A M'O=^8RU:\E2A!'((:)Z;9;%9]EAU6 4@C64*F: R]4J0/VUB;H3>6AA]K3[7 MVDA/)CX#I!N;W@;/R(SHB8PWE5UV/A =G6E@4DJY[.!K6NBY,GB\1&'=]W8W&,'U_V/_Z? M0I7F0=]??C&3FE6UAK *O"+)*$B@5@##E !&S?1!2ZIRE6"1:SBH/$9OLW/C MED-9AVAO;"7"]^GN'X-6>H[H.Q)/<$S'II\;X!Q>*L,)G=#%,OH;?9MR&4Y M7"R8X7;W0(W"6O2P%A7[QOYL C]_5&NEB]T2YS17@L0 II:,B/F)22$ A4IE M*2%*Y\2G+FI_IXI]^*K$RGPWA2Y$ MM?7[67>$#):<0,E3S0#%% ',B30S&)H"S7-)XP0JRMQE8X;;,3<6>FVL/8!Y MWE0?E5T6K#=KT/Q5U((=M;Z,=\3)K=W7SUP3=LK8T2 5O+474>U&5/NQ:'10 MJO*&)WW6E5.9ID<\5!:FZ9F)Y!A&[2$_&8?;<>W5>[CA\=,)0]R.P9&"1(#' M#9LIWPGS]CY5>FIU%8)3K>]&W@1I!ADRRW!$6&[6XGD"J+;YYXDF,5.YS1#R MF34[MSRWL2MPF0#W'G";1H^"Z\C#S]WG=Q^CN]VN+/C3KCJPW&VL=&.58Q2\ MEJXW0H'FU^[M3CK7]H;C];S;_P'#N*H.TOO5UNRMLAW_6>R^;YYV7Q63Q>KE MO3(?_T.QMJ_/?L/RM:0]1#1A."<@Q538G $&> XIX&D&4RETG#/B0V*WFS0W M=OM8Q3D.J"D0H'?<"&Y:S$=FOB:&^N!-]$?M3M3X$W4=BCH'*:-6*PB'<2#N M#�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end

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htm IDEA: XBRL DOCUMENT v3.23.1
Cover - USD ($)
$ in Billions
 12 Months Ended
Jan. 31, 2023
Mar. 23, 2023
Jul. 31, 2022
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Jan. 31, 2023    
Current Fiscal Year End Date --01-31    
Document Transition Report false    
Entity File Number 001-41211    
Entity Registrant Name nCino, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 87-4154342    
Entity Address, Address Line One 6770 Parker Farm Drive    
Entity Address, City or Town Wilmington    
Entity Address, State or Province NC    
Entity Address, Postal Zip Code 28405    
City Area Code 888    
Local Phone Number 676-2466    
Title of 12(b) Security Common stock, par value $0.0005 per share    
Trading Symbol NCNO    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 1.4
Entity Common Stock, Shares Outstanding   111,867,662  
Documents Incorporated by Reference
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated herein by reference in Part II and Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2023.
    
Entity Central Index Key 0001902733    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false