Sprinklr, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Net Loss Per Share

Net Loss Per Share

12 Months Ended

Jan. 31, 2023

Prior to the Company's IPO in June 2021, the Company computed net loss per share using the two-class method required for participating securities. The two-class method required income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its convertible preferred shares to be participating securities as the holders of the convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all convertible preferred shares into ordinary shares. These participating securities did not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss was not allocated to the Company’s participating securities.

Basic net loss per share is computed by dividing net loss attributable to common stockholders (the numerator) by the weighted-average number of shares of common stock outstanding (the denominator) during the period. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

Following the Company’s IPO in June 2021, the Company has two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. All shares of the Company’s common stock outstanding immediately prior to the Company’s IPO, including all shares held by executive officers, directors and their respective affiliates, and all shares issuable on the conversion of outstanding convertible preferred stock, were converted into shares of the Company’s Class B common stock immediately prior to the completion of the offering. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis.

The following table sets forth the computation of basic and diluted net loss per share:


	Year Ended January 31,
(in thousands, except per share amounts)	2023		2022		2021
Numerator:
Net loss	$	(55,742)	$	(111,470)	$	(37,970)
Deemed dividend in relation to tender offer	—		—		(600)
Net loss attributable to Sprinklr common stockholders	$	(55,742)	$	(111,470)	$	(38,570)
Denominator:
Weighted-average shares outstanding used in computing net loss per share attributable to Sprinklr common stockholders, basic and diluted	259,530		195,020		90,378
Net loss per common share attributable to Sprinklr common stockholders, basic and diluted	$	(0.21)	$	(0.57)	$	(0.42)

Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:


	Year Ended January 31,
(in thousands)	2023	2022	2021
Convertible Preferred Stock	—	—	120,902
Options to purchase common stock	33,049	44,355	46,455
Convertible note	—	—	8,653
Performance share units	1,450	3,175	3,100
Restricted stock units	9,400	1,730	450
ESPP	168	242	—
Deferred stock compensation plan	—	—	1,217
Warrants to purchase common stock	2,500	2,500	2,731
Total shares excluded from net loss per share	46,567	52,002	183,508