nCino(NCNO) - 2024 Q1 - Quarterly Report
nCinonCino(US:NCNO)2023-05-30 16:00

PART I. FINANCIAL INFORMATION This part provides a comprehensive overview of the company's financial performance and position, including statements, management's analysis, and market risk disclosures Item 1. Financial Statements This section presents nCino, Inc.'s unaudited condensed consolidated financial statements and detailed notes for the period ended April 30, 2023 Condensed Consolidated Balance Sheets This section details the company's financial position, including assets, liabilities, and stockholders' equity at specific dates Condensed Consolidated Balance Sheets (in thousands) | Metric (in thousands) | January 31, 2023 | April 30, 2023 | | :-------------------- | :--------------- | :------------- | | Total Assets | $1,327,269 | $1,314,464 | | Total Liabilities | $299,602 | $285,861 | | Total Stockholders' Equity | $1,024,078 | $1,025,419 | - Total assets decreased by $12,805 thousand, primarily driven by a decrease in accounts receivable and intangible assets, partially offset by an increase in cash and cash equivalents13 - Total liabilities decreased by $13,741 thousand, mainly due to a reduction in the noncurrent revolving credit facility and accrued compensation, partially offset by an increase in current deferred revenue13 Unaudited Condensed Consolidated Statements of Operations This section presents the company's revenues, expenses, and net loss for the specified periods, highlighting operational performance Unaudited Condensed Consolidated Statements of Operations (in thousands) | Metric (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | Change (YoY) | | :-------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Total Revenues | $94,211 | $113,672 | +20.7% | | Subscription Revenues | $79,189 | $97,340 | +22.9% | | Professional Services and Other Revenues | $15,022 | $16,332 | +8.7% | | Gross Profit | $53,909 | $67,484 | +25.2% | | Loss from Operations | $(27,231) | $(8,627) | -68.3% | | Net Loss | $(30,003) | $(11,644) | -61.2% | | Net Loss Attributable to nCino, Inc. | $(30,688) | $(11,243) | -63.4% | | Basic and Diluted Net Loss Per Share | $(0.28) | $(0.10) | -64.3% | - Total revenues increased by 20.7% year-over-year, primarily driven by a 22.9% increase in subscription revenues16 - Loss from operations significantly decreased by 68.3%, and net loss attributable to nCino, Inc. decreased by 63.4%, indicating improved operational efficiency16 Unaudited Condensed Consolidated Statements of Comprehensive Loss This section details the company's comprehensive loss, including net loss and other comprehensive income or loss components Unaudited Condensed Consolidated Statements of Comprehensive Loss (in thousands) | Metric (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | Change (YoY) | | :-------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Net Loss | $(30,003) | $(11,644) | -61.2% | | Other Comprehensive Income (Foreign currency translation) | $680 | $114 | -83.2% | | Comprehensive Loss | $(29,323) | $(11,530) | -60.7% | | Comprehensive Loss Attributable to nCino, Inc. | $(28,825) | $(11,240) | -61.0% | - Comprehensive loss attributable to nCino, Inc. decreased by 61.0% year-over-year, reflecting the reduction in net loss19 - Foreign currency translation income decreased significantly from $680 thousand in 2022 to $114 thousand in 202319 Unaudited Condensed Consolidated Statements of Stockholders' Equity This section outlines changes in the company's stockholders' equity, including common stock, additional paid-in capital, and accumulated deficit Unaudited Condensed Consolidated Statements of Stockholders' Equity (in thousands, except shares) | Metric (in thousands, except shares) | January 31, 2023 | April 30, 2023 | Change | | :----------------------------------- | :--------------- | :------------- | :----- | | Common Stock Shares | 111,424,132 | 112,200,481 | +776,349 | | Common Stock Amount | $56 | $56 | $0 | | Additional Paid-in Capital | $1,333,669 | $1,346,250 | +$12,581 | | Accumulated Other Comprehensive Income | $694 | $818 | +$124 | | Accumulated Deficit | $(310,341) | $(321,705) | -$11,364 | | Total Stockholders' Equity | $1,024,078 | $1,025,419 | +$1,341 | - Additional paid-in capital increased by $12,581 thousand, primarily due to stock-based compensation and exercise of stock options22 - Accumulated deficit increased by $11,364 thousand, reflecting the net loss attributable to nCino, Inc. for the period22 Unaudited Condensed Consolidated Statements of Cash Flows This section presents the company's cash inflows and outflows from operating, investing, and financing activities Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) | Metric (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | Change (YoY) | | :-------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Net Cash Provided by Operating Activities | $1,248 | $31,303 | +$30,055 | | Net Cash Used in Investing Activities | $(4,694) | $(1,961) | +$2,733 | | Net Cash Provided by (Used in) Financing Activities | $258 | $(13,856) | -$14,114 | | Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash | $(4,330) | $16,079 | +$20,409 | | Cash, Cash Equivalents, and Restricted Cash, End of Period | $84,069 | $103,497 | +$19,428 | - Net cash provided by operating activities significantly increased to $31,303 thousand in Q1 2023 from $1,248 thousand in Q1 2022, driven by a decrease in net loss and favorable changes in working capital25178 - Net cash used in financing activities shifted from a positive $258 thousand in Q1 2022 to a negative $13,856 thousand in Q1 2023, primarily due to payments on the revolving credit facility25181 Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements Note 1. Organization and Description of Business This note provides details on organization and description of business - nCino, Inc. is a software-as-a-service (SaaS) company providing software applications to financial institutions, headquartered in Wilmington, North Carolina, with operations across the U.S., North America, Europe, and Asia Pacific29 - The company's fiscal year ends on January 3130 Note 2. Summary of Significant Accounting Policies This note provides details on summary of significant accounting policies - The financial statements are prepared in accordance with GAAP and SEC interim financial reporting rules, consolidating wholly-owned subsidiaries and a variable interest entity (nCino K.K.)3134 - The company is exposed to normal risks of technology companies, including product development, market penetration, and the need to achieve profitability32 - As of April 30, 2023, one customer represented 14% of accounts receivable, but no single customer accounted for more than 10% of total revenues for the three months ended April 30, 202339 Note 3. Variable Interest Entity and Redeemable Non-Controlling Interest This note provides details on variable interest entity and redeemable non-controlling interest - nCino holds a controlling interest in nCino K.K., a Japanese variable interest entity, and is the primary beneficiary, consolidating its financial results3446 - Redeemable non-controlling interest in nCino K.K. is callable by nCino or puttable by minority investors starting on the eighth anniversary of the agreement (October 2019), with redemption value based on a prescribed revenue formula47 Note 3. Variable Interest Entity and Redeemable Non-Controlling Interest (in thousands) | Metric (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Balance, beginning of period | $2,882 | $3,589 | | Net loss attributable to redeemable non-controlling interest | $(344) | $(280) | | Foreign currency translation | $(154) | $(10) | | Adjustment to redeemable non-controlling interest | $1,029 | $(121) | | Stock-based compensation expense | $6 | $6 | | Balance, end of period | $3,419 | $3,184 | Note 4. Fair Value Measurements This note provides details on fair value measurements - The company uses a three-tier fair value hierarchy (Level 1, 2, 3) for financial assets and liabilities505152 Note 4. Fair Value Measurements (in thousands) | Asset (in thousands) | January 31, 2023 (Level 1) | April 30, 2023 (Level 1) | | :------------------- | :------------------------- | :----------------------- | | Money market accounts | $17,149 | $54,903 | | Time deposits | $382 | $361 | | Total assets | $17,531 | $55,264 | - All money market accounts are classified as Level 1, valued using quoted market prices in active exchange markets55 Note 5. Revenues This note provides details on revenues Note 5. Revenues (in thousands) | Geographic Area (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | | :----------------------------- | :-------------------------------- | :-------------------------------- | | United States | $79,929 | $94,446 | | International | $14,282 | $19,226 | | Total | $94,211 | $113,672 | - International revenues increased by 34.6% year-over-year, reaching $19,226 thousand, though no single country outside the U.S. represented over 10% of total revenues57 - Remaining performance obligations were $914,000 thousand as of April 30, 2023, with approximately 68% expected to be recognized as revenues in the next 24 months62 Note 6. Property and Equipment This note provides details on property and equipment Note 6. Property and Equipment (in thousands) | Category (in thousands) | January 31, 2023 | April 30, 2023 | | :---------------------- | :--------------- | :------------- | | Furniture and fixtures | $10,730 | $11,929 | | Computers and equipment | $8,361 | $8,072 | | Buildings and land | $56,379 | $56,379 | | Leasehold improvements | $28,702 | $27,607 | | Construction in progress | $673 | $1,566 | | Less accumulated depreciation | $(20,403) | $(22,071) | | Total Property and Equipment, net | $84,442 | $83,482 | - Total property and equipment, net, decreased slightly from $84,442 thousand to $83,482 thousand63 - Total depreciation expense increased from $1,400 thousand in Q1 2022 to $2,000 thousand in Q1 202363 Note 7. Goodwill and Intangible Assets This note provides details on goodwill and intangible assets Note 7. Goodwill and Intangible Assets (in thousands) | Metric (in thousands) | January 31, 2023 | April 30, 2023 | | :-------------------- | :--------------- | :------------- | | Goodwill | $839,440 | $838,924 | | Intangible Assets, net | $152,825 | $145,696 | - Goodwill decreased slightly due to translation adjustments65 - Net intangible assets decreased by $7,129 thousand, primarily due to amortization66 - Total amortization expense for intangible assets was $7,100 thousand for the three months ended April 30, 2023, up from $7,000 thousand in the prior year66 Note 8. Stockholders' Equity This note provides details on stockholders' equity Note 8. Stockholders' Equity (Shares Committed for Future Issuance as of April 30, 2023) | Category | Shares Committed for Future Issuance (as of April 30, 2023) | | :------- | :-------------------------------------------------------- | | Issued and outstanding stock options | 1,761,555 | | Nonvested issued and outstanding restricted stock units ("RSUs") | 3,103,071 | | Possible issuance under stock plans | 30,798,898 | | Total | 35,663,524 | Note 9. Stock-Based Compensation This note provides details on stock-based compensation Note 9. Stock-Based Compensation (Stock Option Activity in Shares) | Stock Option Activity (Shares) | January 31, 2023 | April 30, 2023 | | :----------------------------- | :--------------- | :------------- | | Outstanding | 2,009,323 | 1,761,555 | | Exercised | - | (247,518) | - Total unrecognized compensation expense for unvested stock options was $40 thousand as of April 30, 2023, expected to be recognized over 0.43 years69 - Total unrecognized compensation expense for non-vested RSUs was $106,600 thousand as of April 30, 2023, expected to be recognized over 2.73 years70 Note 9. Stock-Based Compensation (Stock-Based Compensation Expense in thousands) | Stock-Based Compensation Expense (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | | :---------------------------------------------- | :-------------------------------- | :-------------------------------- | | Total stock-based compensation expense | $13,300 | $10,865 | Note 10. Leases This note provides details on leases - The company leases facilities and equipment under non-cancellable agreements expiring through July 202875 Note 10. Leases (Lease Expense in thousands) | Lease Expense (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | | :--------------------------- | :-------------------------------- | :-------------------------------- | | Operating lease expense | $965 | $1,305 | | Short-term lease expense | $281 | $461 | | Variable lease expense | $82 | $122 | | Total | $1,328 | $1,888 | - The weighted-average remaining lease term for operating lease liabilities was 3.42 years with a weighted-average discount rate of 4.6% as of April 30, 202378 Note 11. Revolving Credit Facility This note provides details on revolving credit facility - nCino has a senior secured revolving credit facility of up to $50,000 thousand, maturing on February 11, 20248082 - As of April 30, 2023, $15,000 thousand was outstanding under the facility, with an applicable interest rate of 5.91% and $35,000 thousand available borrowing capacity87189 - The company was in compliance with all covenants, including maintaining Consolidated Liquidity of not less than $50,000 thousand8387 Note 12. Commitments and Contingencies This note provides details on commitments and contingencies Note 12. Commitments and Contingencies (in thousands) | Commitment (in thousands) | Fiscal Year Ending January 31, 2024 (remaining) | Fiscal Year Ending January 31, 2025 | Fiscal Year Ending January 31, 2026 | Fiscal Year Ending January 31, 2027 | Total | | :------------------------ | :---------------------------------------------- | :---------------------------------- | :---------------------------------- | :---------------------------------- | :---- | | Purchase commitments | $3,313 | $4,333 | $2,423 | $1,336 | $11,405 | | Financing obligations - leased facility | $3,333 | $4,543 | $4,644 | $3,950 | $16,470 | - The company is involved in a class action lawsuit regarding alleged anti-solicitation agreements, with settlements already approved for co-defendants Live Oak ($3,900 thousand) and Apiture ($800 thousand)98 - A shareholder derivative lawsuit was filed alleging fiduciary duty violations related to the mergers that made nCino, Inc. the parent of nCino OpCo and SimpleNexus100 Note 13. Related-Party Transactions This note provides details on related-party transactions - nCino OpCo acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) for $2,500 thousand, considered a related-party transaction due to Insight Partners' beneficial ownership in both entities104 - A strategic partnership with Zest AI was announced to integrate consumer credit lending insights into nCino's consumer banking solution104 Note 14. Basic and Diluted Loss per Share This note provides details on basic and diluted loss per share Note 14. Basic and Diluted Loss per Share (in thousands) | Metric | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | | :----- | :-------------------------------- | :-------------------------------- | | Net loss attributable to nCino, Inc. (in thousands) | $(30,688) | $(11,243) | | Weighted-average common shares outstanding | 109,998,637 | 112,032,536 | | Basic and diluted loss per share attributable to nCino, Inc. | $(0.28) | $(0.10) | - Basic and diluted loss per share improved significantly from $(0.28) to $(0.10) year-over-year107 - Potential common shares from stock options, RSUs, and ESPP were excluded from diluted EPS calculation as their effect would have been anti-dilutive due to net loss105107 Note 15. Restructuring This note provides details on restructuring - In Q4 fiscal 2023, nCino initiated a restructuring plan, including a ~7% workforce reduction and office space reductions, to improve operating margins and achieve profitable growth108 - Restructuring charges for the three months ended April 30, 2023, totaled $239 thousand, primarily related to lease exit fees113 - An accrual of $5,000 thousand for severance and related benefits from the restructuring plan was paid in Q1 fiscal 2024110 Note 16. Subsequent Events This note provides details on subsequent events - On May 1, 2023, nCino granted 2,975,663 RSUs to employees, expecting to recognize $72,900 thousand in stock-based compensation expense over a weighted average period of 4 years114 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of nCino's financial condition and operational results, highlighting key performance drivers and trends Overview This section provides a high-level introduction to nCino's business, solutions, and recent financial performance - nCino is a cloud banking SaaS solution provider, offering a single platform for client onboarding, loan origination, and account opening to over 1,850 financial institutions globally117 - The company's solutions help FIs digitally serve clients, improve financial results, elevate employee experience, manage risk, and establish a data hub121 - Total revenues for the three months ended April 30, 2023, increased by 20.7% to $113,672 thousand, with subscription revenues growing 22.9% to $97,340 thousand125 Factors Affecting Our Operating Results This section discusses key internal and external factors influencing the company's operational results and future growth - Future growth depends on expanding to new FI customers and increasing adoption with existing customers, requiring focused direct sales and successful implementation to create referenceable accounts126 - The macroeconomic environment, including rising interest rates, has negatively impacted the SimpleNexus mortgage business and created uncertainty in the financial services industry, though nCino has a diversified customer base128129 - nCino plans continued investment in product development, sales, and marketing to maintain market leadership and optimize for revenue growth and profitability130131 Components of Results of Operations This section breaks down the various revenue and expense components contributing to the company's financial performance - Revenues are primarily derived from subscription fees for accessing solutions (per seat, asset size, or usage basis) and professional services for implementation, configuration, and training132134 - Cost of subscription revenues includes fees paid to Salesforce and other third parties, along with personnel costs for maintenance and support135 - Operating expenses include sales and marketing, research and development, and general and administrative costs, which are expected to decrease as a percentage of revenues due to leverage from past investments138139140 Results of Operations This section provides a detailed analysis of the company's financial performance, including revenue, gross profit, and net loss Results of Operations (in thousands) | Metric (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | YoY Change | | :-------------------- | :-------------------------------- | :-------------------------------- | :--------- | | Total Revenues | $94,211 | $113,672 | +20.7% | | Gross Profit | $53,909 | $67,484 | +25.2% | | Loss from Operations | $(27,231) | $(8,627) | -68.3% | | Net Loss Attributable to nCino, Inc. | $(30,688) | $(11,243) | -63.4% | - Subscription revenues increased by $18,151 thousand (22.9%) due to new customers and expanded adoption by existing customers, representing 85.6% of total revenues in Q1 2023148149 - Professional services gross margin decreased to (4.3)% in Q1 2023 from 1.5% in Q1 2022, primarily due to a decline in realized effective billing and utilization rates153 - Operating expenses decreased by $5,000 thousand, with general and administrative expenses seeing the largest reduction ($4,700 thousand) due to lower personnel costs (including stock-based compensation) and third-party professional fees154159 Non-GAAP Financial Measure This section presents non-GAAP financial measures used by management to evaluate the company's operational profitability - nCino uses non-GAAP operating income (loss) to evaluate profitability, excluding amortization of intangibles, stock-based compensation, acquisition-related expenses, legal expenses, and restructuring charges168 Non-GAAP Financial Measure (in thousands) | Metric (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | | :-------------------- | :-------------------------------- | :-------------------------------- | | GAAP loss from operations | $(27,231) | $(8,627) | | Total adjustments | $23,562 | $19,565 | | Non-GAAP operating income (loss) | $(3,669) | $10,938 | - Non-GAAP operating income improved significantly from a loss of $3,700 thousand in Q1 2022 to an income of $10,900 thousand in Q1 2023170 Liquidity and Capital Resources This section assesses the company's ability to meet its short-term and long-term financial obligations and fund operations - As of April 30, 2023, nCino had $98,100 thousand in cash and cash equivalents and an accumulated deficit of $321,700 thousand171 - The company believes current cash and available borrowings under its $50,000 thousand revolving credit facility (with $35,000 thousand available as of April 30, 2023) will be sufficient to fund operations for at least the next 12 months173174 - nCino may be required to make an additional cash capital contribution of up to $5,000 thousand to nCino K.K. during fiscal 2024 as part of its joint venture obligations176 Cash Flows This section analyzes the company's cash generation and usage across operating, investing, and financing activities Cash Flows (Cash Flow Activity in thousands) | Cash Flow Activity (in thousands) | Three Months Ended April 30, 2022 | Three Months Ended April 30, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $1,248 | $31,303 | | Net cash used in investing activities | $(4,694) | $(1,961) | | Net cash provided by (used in) financing activities | $258 | $(13,856) | - Operating cash flow significantly improved to $31,303 thousand in Q1 2023, driven by reduced net loss and favorable changes in accounts receivable and deferred revenue178 - Financing activities resulted in a net cash outflow of $13,856 thousand in Q1 2023, primarily due to $15,000 thousand in payments on the revolving credit facility181 Contractual Obligations and Commitments This section outlines the company's future contractual obligations and financial commitments - Future obligations include leases for facilities, purchase obligations for licenses and hosting services, financing obligations for leased properties, and the revolving credit facility183 Critical Accounting Policies and Estimates This section discusses the significant accounting policies and estimates that require management's judgment - No material changes to critical accounting policies or estimates were reported compared to the Annual Report on Form 10-K for the fiscal year ended January 31, 2023185 Recent Accounting Pronouncements This section provides information on recently adopted and issued accounting pronouncements relevant to the company - Information on recently adopted and issued accounting pronouncements is available in Note 2 of the financial statements186 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses nCino's exposure to market risks, including interest rates and foreign currency, and their potential financial impact Interest Rate Risk This note provides details on interest rate risk - nCino's cash, cash equivalents, and restricted cash totaled $103,497 thousand as of April 30, 2023, primarily in bank deposits and money market funds188 - The company is exposed to interest rate risk on its variable-rate revolving credit facility, with $15,000 thousand outstanding at 5.91% as of April 30, 2023189 - A hypothetical 10% change in interest rates on cash and a 100 basis point change on the credit facility would not have a material impact on financial results188189 Foreign Currency Exchange Risk This note provides details on foreign currency exchange risk - nCino's reporting currency is the U.S. dollar, with subsidiaries using local functional currencies, leading to foreign currency translation adjustments in comprehensive income190 - Gains or losses from foreign currency transactions are included in non-operating income (expense)190 - The company does not currently hedge foreign currency transactions and believes a 10% change in the U.S. dollar's value would not materially affect operating results or financial condition190 Item 4. Controls and Procedures This section details the evaluation of nCino's disclosure controls and internal control over financial reporting, assessing effectiveness and inherent limitations Evaluation of Disclosure Controls and Procedures This note provides details on evaluation of disclosure controls and procedures - As of April 30, 2023, management, including the CEO and CFO, concluded that nCino's disclosure controls and procedures were effective at a reasonable assurance level191 Changes in Internal Control over Financial Reporting This note provides details on changes in internal control over financial reporting - No changes in internal control over financial reporting were identified during the period that not materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting192 Inherent Limitations on the Effectiveness of Controls This note provides details on inherent limitations on the effectiveness of controls - Management acknowledges that control systems provide only reasonable, not absolute, assurance and are subject to inherent limitations such as faulty judgments, simple errors, circumvention by individuals, or management override193 PART II. OTHER INFORMATION This part covers legal proceedings, risk factors, equity sales, defaults, and other required disclosures Item 1. Legal Proceedings This section refers to Note 12 for details on legal proceedings, including class action and shareholder derivative lawsuits - Legal proceedings information is incorporated by reference from Note 12, 'Commitments and Contingencies,' in Part I, Item 1 of this report195 Item 1A. Risk Factors This section reports no material changes to risk factors previously disclosed in the Annual Report on Form 10-K, advising review of existing risks - No material changes to the risk factors were reported compared to the Annual Report on Form 10-K for the fiscal year ended January 31, 2023196 - Investors are advised to consider and read carefully the risks outlined in the Annual Report on Form 10-K and other information in this Quarterly Report196 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities and use of proceeds to report197 Item 3. Defaults Upon Senior Securities This section reports no defaults upon senior securities - Not applicable, indicating no defaults upon senior securities198 Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable - Not applicable, indicating no mine safety disclosures199 Item 5. Other Information This section reports no other information - Not applicable, indicating no other information to report200 Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including corporate documents, lease amendments, and certifications - The exhibit index includes corporate documents (Amended and Restated Certificate of Incorporation, Bylaws), lease amendments, and certifications from the Principal Executive Officer and Principal Financial Officer203 - Certifications under 18 U.S.C. Section 1350 (Exhibits 32.1 and 32.2) are furnished but not deemed 'filed' for Section 18 purposes, unless specifically incorporated by reference203 Signatures This section contains the required signatures for the Form 10-Q, confirming submission by authorized officers - The report is signed by Pierre Naudé, Chairman and Chief Executive Officer, and Gregory D. Orenstein, Chief Financial Officer & Treasurer, on May 31, 2023207