Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40568 | |
Entity Registrant Name | CLEAR SECURE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2643981 | |
Entity Address, Address Line One | 85 10th Avenue | |
Entity Address, Address Line Two | 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 646 | |
Local Phone Number | 723-1404 | |
Title of 12(b) Security | Class A common stock, par value $0.00001 per share | |
Trading Symbol | YOU | |
Security Exchange Name | NYSE | |
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 | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001856314 | |
Amendment Flag | false | |
Class A Common Stock par value $0.00001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 89,971,945 | |
Class B Common Stock par value $0.00001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 907,234 | |
Class C Common Stock par value $0.00001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 34,129,407 | |
Class D Common Stock par value $0.00001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,796,690 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 63,522 | $ 38,939 |
Marketable securities | 673,044 | 665,810 |
Accounts receivable | 736 | 1,169 |
Prepaid revenue share fee | 20,539 | 17,585 |
Prepaid expenses and other current assets | 23,202 | 18,097 |
Total current assets | 781,043 | 741,600 |
Property and equipment, net | 65,801 | 57,924 |
Right of use asset, net | 117,399 | 123,880 |
Intangible assets, net | 21,687 | 22,292 |
Goodwill | 62,757 | 58,807 |
Restricted cash | 5,065 | 29,945 |
Other assets | 8,206 | 3,069 |
Total assets | 1,061,958 | 1,037,517 |
Current liabilities: | ||
Accounts payable | 14,075 | 7,951 |
Accrued liabilities | 112,306 | 106,070 |
Deferred revenue | 351,891 | 283,452 |
Total current liabilities | 478,272 | 397,473 |
Other long term liabilities | 125,311 | 129,123 |
Total liabilities | 603,583 | 526,596 |
Commitments and contingencies (Note 18) | ||
Accumulated other comprehensive loss | (494) | (1,529) |
Treasury stock at cost, 0 shares as of September 30, 2023 and 80,505 shares as of December 31, 2022 | 0 | 0 |
Accumulated deficit | (87,690) | (101,797) |
Additional paid-in capital | 364,087 | 394,390 |
Total stockholders’ equity attributable to Clear Secure, Inc. | 275,904 | 291,065 |
Non-controlling interest | 182,471 | 219,856 |
Total stockholders’ equity | 458,375 | 510,921 |
Total liabilities and stockholders’ equity | 1,061,958 | 1,037,517 |
Class A Common Stock par value $0.00001 per share | ||
Current liabilities: | ||
Common stock | 1 | 1 |
Class B Common Stock par value $0.00001 per share | ||
Current liabilities: | ||
Common stock | 0 | 0 |
Class C Common Stock par value $0.00001 per share | ||
Current liabilities: | ||
Common stock | 0 | 0 |
Class D Common Stock par value $0.00001 per share | ||
Current liabilities: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Treasury stock (in shares) | 0 | 80,505 |
Class A Common Stock par value $0.00001 per share | ||
Par value (in USD per share) | $ 0.00001 | $ 0.00001 |
Shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Shares issued (in shares) | 89,854,251 | 87,841,336 |
Shares outstanding (in shares) | 89,854,251 | 87,760,831 |
Class B Common Stock par value $0.00001 per share | ||
Par value (in USD per share) | $ 0.00001 | $ 0.00001 |
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Shares issued (in shares) | 907,234 | 907,234 |
Shares outstanding (in shares) | 907,234 | 907,234 |
Class C Common Stock par value $0.00001 per share | ||
Par value (in USD per share) | $ 0.00001 | $ 0.00001 |
Shares authorized (in shares) | 200,000,000 | 200,000,000 |
Shares issued (in shares) | 34,776,689 | 38,290,964 |
Shares outstanding (in shares) | 34,776,689 | 38,290,964 |
Class D Common Stock par value $0.00001 per share | ||
Par value (in USD per share) | $ 0.00001 | $ 0.00001 |
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Shares issued (in shares) | 25,796,690 | 25,796,690 |
Shares outstanding (in shares) | 25,796,690 | 25,796,690 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 160,387 | $ 115,919 | $ 442,614 | $ 309,181 |
Operating expenses: | ||||
Cost of revenue share fee | 22,885 | 14,743 | 63,674 | 39,198 |
Cost of direct salaries and benefits | 35,337 | 26,918 | 102,687 | 75,211 |
Research and development | 11,790 | 16,508 | 56,044 | 46,353 |
Sales and marketing | 9,735 | 10,530 | 30,032 | 29,721 |
General and administrative | 56,101 | 108,389 | 170,323 | 202,508 |
Depreciation and amortization | 5,260 | 4,531 | 15,416 | 13,243 |
Operating income (loss) | 19,279 | (65,700) | 4,438 | (97,053) |
Other income (expense): | ||||
Interest income (expense), net | 7,677 | 1,636 | 21,463 | 1,830 |
Other income (expense), net | 661 | (2,031) | 1,569 | (1,834) |
Income (loss) before tax | 27,617 | (66,095) | 27,470 | (97,057) |
Income tax benefit (expense) | (754) | 536 | (846) | 381 |
Net income (loss) | 26,863 | (65,559) | 26,624 | (96,676) |
Less: net income (loss) attributable to non-controlling interests | 11,517 | (28,795) | 12,491 | (42,430) |
Net income (loss) attributable to Clear Secure, Inc. | 15,346 | (36,764) | 14,133 | (54,246) |
Common Class A | ||||
Other income (expense): | ||||
Net income (loss) attributable to Clear Secure, Inc. | $ 15,192 | $ (36,315) | $ 13,991 | $ (53,549) |
Net income (loss) per share of Class A Common Stock and Class B Common Stock (Note 16) | ||||
Net income (loss) per common share, basic (in USD per share) | $ 0.17 | $ (0.44) | $ 0.16 | $ (0.67) |
Net income (loss) per common share, diluted (in USD per share) | $ 0.17 | $ (0.44) | $ 0.15 | $ (0.67) |
Weighted-average number of shares outstanding, basic (in shares) | 89,189,192 | 82,426,486 | 89,436,795 | 79,527,484 |
Weighted-average number of shares outstanding, diluted (in shares) | 89,968,555 | 82,426,486 | 90,503,162 | 79,527,484 |
Common Class B | ||||
Other income (expense): | ||||
Net income (loss) attributable to Clear Secure, Inc. | $ 154 | $ (449) | $ 142 | $ (697) |
Net income (loss) per share of Class A Common Stock and Class B Common Stock (Note 16) | ||||
Net income (loss) per common share, basic (in USD per share) | $ 0.17 | $ (0.44) | $ 0.16 | $ (0.67) |
Net income (loss) per common share, diluted (in USD per share) | $ 0.17 | $ (0.44) | $ 0.15 | $ (0.67) |
Weighted-average number of shares outstanding, basic (in shares) | 907,234 | 1,022,669 | 907,234 | 1,035,641 |
Weighted-average number of shares outstanding, diluted (in shares) | 907,234 | 1,022,669 | 907,234 | 1,035,641 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 26,863 | $ (65,559) | $ 26,624 | $ (96,676) |
Other comprehensive income (loss) | ||||
Foreign currency translation | 8 | 23 | 16 | (101) |
Unrealized gain (loss) on fair value of marketable securities | 1,390 | (1,359) | 1,738 | (3,110) |
Total other comprehensive income (loss) | 1,398 | (1,336) | 1,754 | (3,211) |
Comprehensive income (loss) | 28,261 | (66,895) | 28,378 | (99,887) |
Less: comprehensive income (loss) attributable to non-controlling interests | 12,082 | (29,390) | 13,210 | (43,907) |
Comprehensive income (loss) attributable to Clear Secure, Inc. | $ 16,179 | $ (37,505) | $ 15,168 | $ (55,980) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Common Class C | Common Class D | Total stockholders’ equity attributable to Clear Secure, Inc. | Common Stock Common Class A | Common Stock Common Class B | Common Stock Common Class C | Common Stock Common Class D | Additional paid in capital | Accumulated other comprehensive income (loss) | Treasury Stock | Accumulated deficit | Non-controlling interest |
Beginning balance (in shares) at Dec. 31, 2021 | 76,393,256 | 1,042,234 | 44,598,167 | 26,709,821 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 539,468 | $ 277,613 | $ 1 | $ 0 | $ 0 | $ 0 | $ 313,845 | $ (103) | $ 0 | $ (36,130) | $ 261,855 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 223,069 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | (18,794) | (10,327) | (10,327) | (8,467) | |||||||||||
Other comprehensive income (loss) | (1,091) | (570) | (570) | (521) | |||||||||||
Equity-based compensation expense, net of forfeitures (in shares) | (60,349) | (60,349) | |||||||||||||
Equity-based compensation expense, net of forfeitures | 13,059 | 7,365 | 7,365 | 5,694 | |||||||||||
Warrant expense | 71 | 37 | 37 | 34 | |||||||||||
Exercise of warrants (in shares) | 1,207,931 | ||||||||||||||
Exercise of warrants | 0 | 3,070 | 3,070 | (3,070) | |||||||||||
IPO Expenses | (297) | (156) | (156) | (141) | |||||||||||
Exchange of shares (in shares) | (1,025,318) | (1,020,812) | (4,506) | ||||||||||||
Exchange of shares | 0 | 2,606 | 2,606 | (2,606) | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 78,566,156 | 1,042,234 | 43,577,355 | 26,705,315 | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 283,418 | ||||||||||||||
Ending balance at Mar. 31, 2022 | 532,416 | 279,638 | $ 1 | $ 0 | $ 0 | $ 0 | 326,767 | (673) | $ 0 | (46,457) | 252,778 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 76,393,256 | 1,042,234 | 44,598,167 | 26,709,821 | |||||||||||
Beginning balance at Dec. 31, 2021 | 539,468 | 277,613 | $ 1 | $ 0 | $ 0 | $ 0 | 313,845 | (103) | $ 0 | (36,130) | 261,855 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 223,069 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | (96,676) | ||||||||||||||
Other comprehensive income (loss) | (3,211) | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 83,158,756 | 942,234 | 39,875,682 | 26,337,514 | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 189,375 | ||||||||||||||
Ending balance at Sep. 30, 2022 | 530,320 | 291,668 | $ 1 | $ 0 | $ 0 | $ 0 | 383,974 | (1,836) | $ 0 | (90,471) | 238,652 | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 78,566,156 | 1,042,234 | 43,577,355 | 26,705,315 | |||||||||||
Beginning balance at Mar. 31, 2022 | 532,416 | 279,638 | $ 1 | $ 0 | $ 0 | $ 0 | 326,767 | (673) | $ 0 | (46,457) | 252,778 | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 283,418 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | (12,323) | (7,155) | (7,155) | (5,168) | |||||||||||
Other comprehensive income (loss) | (783) | (422) | (422) | (361) | |||||||||||
Equity-based compensation expense, net of forfeitures (in shares) | (101,610) | (101,610) | |||||||||||||
Equity-based compensation expense, net of forfeitures | 12,255 | 7,105 | 7,105 | 5,150 | |||||||||||
Issuance of restricted stock units (in shares) | 7,528 | ||||||||||||||
Issuance of restricted stock units | 0 | 27 | 27 | (27) | |||||||||||
Warrant expense | 51 | 28 | 28 | 23 | |||||||||||
Tax distribution to members | (49) | (27) | (27) | (22) | |||||||||||
Exchange of shares (in shares) | (3,146,673) | (3,146,673) | |||||||||||||
Exchange of shares | 0 | 10,995 | 10,995 | (10,995) | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 81,618,747 | 1,042,234 | 40,430,682 | 26,705,315 | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 385,028 | ||||||||||||||
Ending balance at Jun. 30, 2022 | 531,567 | 290,189 | $ 1 | $ 0 | $ 0 | $ 0 | 344,922 | (1,095) | $ 0 | (53,638) | 241,378 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | (65,559) | (36,764) | (36,764) | (28,795) | |||||||||||
Other comprehensive income (loss) | (1,336) | (741) | (741) | (595) | |||||||||||
Equity-based compensation expense, net of forfeitures (in shares) | (12,317) | (12,317) | |||||||||||||
Equity-based compensation expense, net of forfeitures | 14,233 | 9,310 | 9,310 | 4,923 | |||||||||||
Net share settlements of stock-based awards (in shares) | 207,970 | (207,970) | |||||||||||||
Net share settlements of stock-based awards | (2,381) | (838) | (838) | (1,543) | |||||||||||
Warrant expense | 58,820 | 32,603 | 32,603 | 26,217 | |||||||||||
Exercise of warrants (in shares) | 534,655 | ||||||||||||||
Exercise of warrants | 0 | 1,237 | 1,237 | (1,237) | |||||||||||
Conversion of shares (in shares) | (100,000) | (100,000) | |||||||||||||
Tax distribution to members | (122) | (68) | (68) | (54) | |||||||||||
Exchange of shares (in shares) | (922,801) | (555,000) | (367,801) | ||||||||||||
Exchange of shares | 0 | 2,135 | 2,135 | (2,135) | |||||||||||
Repurchase and retirement of Class A Common Stock (in shares) | (213,100) | ||||||||||||||
Repurchase and retirement of Class A Common Stock | (4,902) | (5,395) | (5,395) | 493 | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 83,158,756 | 942,234 | 39,875,682 | 26,337,514 | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 189,375 | ||||||||||||||
Ending balance at Sep. 30, 2022 | 530,320 | 291,668 | $ 1 | $ 0 | $ 0 | $ 0 | 383,974 | (1,836) | $ 0 | (90,471) | 238,652 | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 87,760,831 | 907,234 | 38,290,964 | 25,796,690 | 87,760,831 | 907,234 | 38,290,964 | 25,796,690 | |||||||
Beginning balance at Dec. 31, 2022 | $ 510,921 | 291,065 | $ 1 | $ 0 | $ 0 | $ 0 | 394,390 | (1,529) | $ 0 | (101,797) | 219,856 | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 80,505 | 80,505 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | $ (8,273) | (5,224) | (5,224) | (3,049) | |||||||||||
Other comprehensive income (loss) | 1,596 | 938 | 938 | 658 | |||||||||||
Equity-based compensation expense, net of forfeitures (in shares) | (3,079) | (3,079) | |||||||||||||
Equity-based compensation expense, net of forfeitures | 16,408 | 10,151 | 10,151 | 6,257 | |||||||||||
Net share settlements of stock-based awards (in shares) | 155,049 | (83,584) | |||||||||||||
Net share settlements of stock-based awards | (2,408) | (946) | (946) | (1,462) | |||||||||||
Warrant expense | 623 | 366 | 366 | 257 | |||||||||||
Exercise of warrants (in shares) | 534,655 | ||||||||||||||
Exercise of warrants | 0 | 1,615 | 1,615 | (1,615) | |||||||||||
Tax distribution to members | (13,886) | (13,886) | |||||||||||||
Exchange of shares (in shares) | (2,048,773) | (2,048,773) | |||||||||||||
Exchange of shares | 0 | 6,189 | 6,189 | (6,189) | |||||||||||
Repurchase and retirement of Class A Common Stock (in shares) | (281,838) | ||||||||||||||
Repurchase and retirement of Class A Common Stock | (6,469) | (7,380) | (7,380) | 911 | |||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 90,214,391 | 907,234 | 36,242,191 | 25,796,690 | |||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 0 | ||||||||||||||
Ending balance at Mar. 31, 2023 | 498,512 | 296,774 | $ 1 | $ 0 | $ 0 | $ 0 | 404,385 | (591) | $ 0 | (107,021) | 201,738 | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 87,760,831 | 907,234 | 38,290,964 | 25,796,690 | 87,760,831 | 907,234 | 38,290,964 | 25,796,690 | |||||||
Beginning balance at Dec. 31, 2022 | $ 510,921 | 291,065 | $ 1 | $ 0 | $ 0 | $ 0 | 394,390 | (1,529) | $ 0 | (101,797) | 219,856 | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 80,505 | 80,505 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | $ 26,624 | ||||||||||||||
Other comprehensive income (loss) | $ 1,754 | ||||||||||||||
Repurchase and retirement of Class A Common Stock (in shares) | (2,325,195) | ||||||||||||||
Repurchase and retirement of Class A Common Stock | $ (56,124) | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 89,854,251 | 907,234 | 34,776,689 | 25,796,690 | 89,854,251 | 907,234 | 34,776,689 | 25,796,690 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | 0 | |||||||||||||
Ending balance at Sep. 30, 2023 | $ 458,375 | 275,904 | $ 1 | $ 0 | $ 0 | $ 0 | 364,087 | (494) | $ 0 | (87,690) | 182,471 | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 90,214,391 | 907,234 | 36,242,191 | 25,796,690 | |||||||||||
Beginning balance at Mar. 31, 2023 | 498,512 | 296,774 | $ 1 | $ 0 | $ 0 | $ 0 | 404,385 | (591) | $ 0 | (107,021) | 201,738 | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 8,034 | 4,011 | 4,011 | 4,023 | |||||||||||
Other comprehensive income (loss) | (1,240) | (736) | (736) | (504) | |||||||||||
Equity-based compensation expense, net of forfeitures | 14,659 | 8,415 | 8,415 | 6,244 | |||||||||||
Net share settlements of stock-based awards (in shares) | 144,341 | ||||||||||||||
Net share settlements of stock-based awards | (1,395) | (655) | (655) | (740) | |||||||||||
Tax distribution to members | (43) | (26) | (26) | (17) | |||||||||||
Exchange of shares (in shares) | (150,000) | (150,000) | |||||||||||||
Exchange of shares | 165 | 165 | (165) | ||||||||||||
Special dividend | (18,089) | (18,089) | (18,089) | ||||||||||||
Repurchase and retirement of Class A Common Stock (in shares) | (1,533,357) | ||||||||||||||
Repurchase and retirement of Class A Common Stock | (38,628) | (22,928) | (22,928) | (15,700) | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 88,975,375 | 907,234 | 36,092,191 | 25,796,690 | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 0 | ||||||||||||||
Ending balance at Jun. 30, 2023 | 461,810 | 266,931 | $ 1 | $ 0 | $ 0 | $ 0 | 371,293 | (1,327) | $ 0 | (103,036) | 194,879 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 26,863 | 15,346 | 15,346 | 11,517 | |||||||||||
Other comprehensive income (loss) | 1,398 | 833 | 833 | 565 | |||||||||||
Equity-based compensation expense, net of forfeitures | 4,566 | 2,721 | 2,721 | 1,845 | |||||||||||
Net share settlements of stock-based awards (in shares) | 73,374 | ||||||||||||||
Net share settlements of stock-based awards | (891) | (218) | (218) | (673) | |||||||||||
Distribution to members | (4,322) | (4,322) | |||||||||||||
Tax distribution to members | (13,718) | (13,718) | |||||||||||||
Exchange of shares (in shares) | (1,315,502) | (1,315,502) | |||||||||||||
Exchange of shares | 0 | 5,171 | 5,171 | (5,171) | |||||||||||
Special dividend | (6,304) | (6,304) | (6,304) | ||||||||||||
Repurchase and retirement of Class A Common Stock (in shares) | (510,000) | ||||||||||||||
Repurchase and retirement of Class A Common Stock | $ (11,027) | (8,576) | (8,576) | (2,451) | |||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 89,854,251 | 907,234 | 34,776,689 | 25,796,690 | 89,854,251 | 907,234 | 34,776,689 | 25,796,690 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | 0 | |||||||||||||
Ending balance at Sep. 30, 2023 | $ 458,375 | $ 275,904 | $ 1 | $ 0 | $ 0 | $ 0 | $ 364,087 | $ (494) | $ 0 | $ (87,690) | $ 182,471 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 26,624 | $ (96,676) |
Adjustments to reconcile net income (loss) to net cash provided from operating activities: | ||
Depreciation of property and equipment | 12,933 | 10,792 |
Amortization of intangible assets | 2,483 | 2,450 |
Noncash lease expense | 4,896 | 2,245 |
Impairment of assets | 3,707 | 1,217 |
Equity-based compensation | 35,102 | 98,488 |
Deferred income tax | (549) | (593) |
Amortization of revolver loan costs | 252 | 598 |
Premium amortization and (discount accretion), net on marketable securities | (9,835) | (104) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 433 | 3,229 |
Prepaid expenses and other assets | (4,098) | 3,138 |
Prepaid revenue share fee | (2,954) | (5,738) |
Accounts payable | 5,899 | (771) |
Accrued and other long term liabilities | (10,990) | 6,434 |
Deferred revenue | 68,439 | 67,166 |
Operating lease liabilities | (1,440) | (2,845) |
Net cash provided by operating activities | 130,902 | 89,030 |
Cash flows from investing activities: | ||
Purchases of marketable securities | (634,751) | (581,263) |
Sales of marketable securities | 639,090 | 572,784 |
Business combinations | (3,750) | 0 |
Purchase of strategic investment | (6,000) | 0 |
Purchases of property and equipment | (21,825) | (23,073) |
Purchase of intangible assets | (129) | (336) |
Net cash used in investing activities | (27,365) | (31,888) |
Cash flows from financing activities: | ||
Repurchase of Class A Common Stock | (56,124) | (4,902) |
Payment of dividend | (6,320) | 0 |
Payment of special dividend | (18,129) | 0 |
Distributions to members | (4,322) | 0 |
Tax distribution to members | (13,929) | (171) |
Debt issuance costs | (396) | (297) |
Payment of taxes on net settled stock-based awards | (4,694) | (2,381) |
Net cash used in financing activities | (103,914) | (7,751) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (377) | 49,391 |
Cash, cash equivalents, and restricted cash, beginning of period | 68,884 | 309,126 |
Exchange rate effect on cash and cash equivalents, and restricted cash | 80 | (107) |
Cash, cash equivalents, and restricted cash, end of period | $ 68,587 | $ 358,410 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 63,522 | $ 329,077 |
Restricted cash | 5,065 | 29,333 |
Total cash, cash equivalents, and restricted cash | $ 68,587 | $ 358,410 |
Description of Business and Rec
Description of Business and Recent Accounting Developments | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Recent Accounting Developments | Description of Business and Recent Accounting Developments Description and Organization Clear Secure, Inc. (the “Company” and together with its consolidated subsidiaries, “CLEAR,” “we,” “us,” “our”) is a holding company and its principal asset is the controlling equity interest in Alclear Holdings, LLC (“Alclear”). Alclear was formed as a Delaware limited liability company on January 21, 2010 and operates under the terms of the Second Amended and Restated Operating Agreement dated June 7, 2023 (the “Operating Agreement”). As the sole managing member of Alclear, the Company operates and controls all of the business and affairs of Alclear, and through Alclear and its subsidiaries, conducts the Company’s business. The Company operates a secure identity platform under the brand name CLEAR primarily in the United States. CLEAR's current offerings include: CLEAR Plus, a consumer aviation subscription service, which enables access to predictable and fast experiences through dedicated entry lanes in airport security checkpoints within our nationwide network of 54 airports (as of the date of this filing); CLEAR Verified (formerly Powered by CLEAR), our business to business offering that extends our identity platform to partners so they can deliver the same friction-free experiences to their customers leveraging software development kits and application programming interfaces; and our flagship CLEAR app, which offers free to consumer products like Home-to-Gate, Health Pass, and RESERVE powered by CLEAR, our virtual queuing technology that enables customers to manage lines. Reorganization and Initial Public Offering On June 29, 2021, prior to the completion of the initial public offering (“IPO”) of the Company’s shares of Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), the Company, Alclear and its subsidiaries consummated an internal reorganization (the “Reorganization”) which resulted in the following: • Clear Secure, Inc. became the sole managing member of Alclear. • The certificate of incorporation of Clear Secure, Inc. was amended and restated to authorize the Company to issue four classes of Common Stock: Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), Class B common stock, $0.00001 par value per share (the “Class B Common Stock”), Class C common stock, $0.00001 par value per share (the “Class C Common Stock”) and Class D common stock, $0.00001 par value per share (the “Class D Common Stock” and, together with the Class A Common Stock, Class B Common Stock and Class C Common Stock, collectively, “Common Stock”). The Class A Common Stock and Class C Common Stock provide holders with one vote per share on all matters submitted to a vote of stockholders, and the Class B Common Stock and Class D Common Stock provide holders with twenty votes per share on all matters submitted to a vote of stockholders. The holders of Class C Common Stock and Class D Common Stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A Common Stock and Class B Common Stock. • All of Alclear’s outstanding equity interests (including Class A units, Class B units and profit units) were reclassified into Alclear non-voting common units (“Alclear Units”). The number of Alclear Units issued to each member of Alclear was determined based on a hypothetical liquidation of Alclear and the initial public offering price per share of the Company’s Class A Common Stock in the IPO. Certain members exchanged their Alclear Units for an equal number of Class A Common Stock. • Alclear Investments, LLC, an entity controlled by Caryn Seidman-Becker, the Chair of our board of directors (“Board”), our co-founder and our Chief Executive Officer, and Alclear Investments II, LLC, an entity controlled by Kenneth Cornick, our co-founder, President and Chief Financial Officer (Ms. Seidman-Becker and Mr. Cornick, collectively, the “Co-Founders”), contributed a portion of their Alclear Units to us in exchange for Class B Common Stock. • The remaining members of Alclear, including Alclear Investments, LLC and Alclear Investments II, LLC (“Alclear members”) subscribed for and purchased shares of the Company’s Class C Common Stock and Class D Common Stock at a purchase price of $0.00001 per share and in an amount equal to the number of Alclear Units held by such members. • The Company entered into a Tax Receivable Agreement (“TRA”) which generally provides for payment by the Company to the remaining members of Alclear, the “TRA Holders,” of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Company actually realizes or is deemed to realize in certain circumstances. The Company will retain the benefit of the remaining 15% of these net cash savings. • Alclear is treated as a partnership for U.S. federal income tax purposes and, as such, is itself generally not subject to U.S. federal income tax under current U.S. tax laws. Clear Secure, Inc, as a member of Alclear, will be required to take into account for U.S. federal income tax purposes its distributive share of the items of income, gain, loss and deduction of Alclear. As the Reorganization is considered a transaction between entities under common control, the condensed consolidated financial statements for periods prior to the IPO and Reorganization have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization, Clear Secure, Inc. had not engaged in any business or other activities, except in connection with its formation. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies These condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these condensed consolidated financial statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the condensed consolidated financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). Other than the item below, there have been no changes to the accounting policies disclosed within the 2022 Form 10-K: Investments in Equity Securities In accordance with ASC 321 "Investments—Equity Securities" ("ASC 321"), investments in equity securities in which the Company has no significant influence (generally less than a 20% ownership interest) with readily determinable fair values are accounted for at fair value based on quoted market prices. Equity securities without readily determinable fair values are accounted for either at fair value or using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. All gains, losses and impairments on investments in equity securities are recognized within other income (expense), net within the condensed consolidated statements of operations. The Company regularly reviews its investments in equity securities not accounted for using the equity method or at fair value for impairment based on a qualitative assessment of a variety of factors. If an equity security is impaired, an impairment loss is recognized in the condensed consolidated statements of operations equal to the difference between the fair value of the investment and its carrying amount. Refer to Note 11 for further details on the Company’s strategic investment. The condensed consolidated financial statements are presented in US Dollars, which is the Company’s reporting currency. Recently Adopted Accounting Pronouncements The Company adopted all applicable standards effective as of December 31, 2022 within these condensed consolidated financial statements. There was no material impact as a result. There are no newly issued standards since December 31, 2022 that are applicable to the Company. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Whyline Acquisition On December 29, 2021, Alclear acquired 100% of Whyline, Inc., a provider of virtual queuing and appointment technology that the Company operates under the product name, RESERVE powered by CLEAR. In conjunction with the acquisition, the Company entered into an agreement to issue shares of Class A Common Stock upon satisfaction of terms related to the contingent consideration. The remaining tranche of contingent consideration will be settled upon the achievement of specified operating metrics during the twelve-month period ended December 31, 2023. The maximum settlement of the contingent consideration is $3,333, which is not subject to the satisfaction of service-based criteria. The contingent consideration was immaterial as of September 30, 2023 and December 31, 2022. During the three and nine months ended September 30, 2023 and 2022, the Company did not record adjustments on its contingent consideration. Sora ID Acquisition On September 5, 2023, CLEAR acquired certain assets of Sora ID, Inc., a one-click know your customer (“KYC”) solution which provides technology that is KYC compliant, and is transferable across financial institutions – creating a unique, reusable verification product. The fair value of the purchase consideration was $5,250 including deferred consideration of $1,500 payable in two tranches at 15 and 30 months after closing. The acquisition was accounted for as a business combination. Of the total purchase consideration, $3,950 was recorded as goodwill and $1,300 as acquired intangible assets on the condensed consolidated balance sheets. The intangible assets acquired relate to customer relationships and developed technology with useful lives of 3 and 5 years, respectively. The Company valued the intangible assets using the multi-period excess earnings method and the relief from royalty method, both under the income approach. The goodwill recognized is expected to be deductible for tax purposes. The Company’s allocation of purchase price was based upon valuations performed to determine the fair value of the net assets as of the acquisition date and is therefore subject to adjustments for up to one year after the closing date of the acquisition to reflect final valuations. The Company incurred $0.5 million in acquisition related costs, which were expensed as incurred and included in general and administrative expenses in the condensed consolidated statement of operations. The Company also entered into an agreement to provide $4,000 retention bonuses and $9,000 post-combination remuneration in cash payments and restricted stock units (“RSUs”) upon satisfaction of certain post-closing financial metrics and continuing service requirements. These compensation expenses will be recognized within research and development and general and administrative expenses. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company derives substantially all of its revenue from subscriptions to its consumer aviation service, CLEAR Plus. For the three and nine months ended September 30, 2023 and 2022, no individual airport accounted for more than 10% of membership revenue. Revenue by Geography For the three and nine months ended September 30, 2023 and 2022, substantially all of the Company’s revenue was generated in the United States. Contract liabilities and assets The Company’s deferred revenue balance primarily relates to amounts received from customers for subscriptions paid in advance of the services being provided that will be earned within the next twelve months. The following table presents changes in the deferred revenue balance for the nine months ended September 30, 2023. 2023 Balance as of January 1 $ 283,452 Deferral of revenue 504,926 Recognition of deferred revenue (436,487) Balance as of September 30 $ 351,891 During the nine months ended September 30, 2022, the Company recognized revenue from its existing deferred revenue for the amount of $305,147. The Company has obligations for refunds and other similar items of $4,432 as of September 30, 2023 recorded within accrued liabilities. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 consist of the following: September 30, December 31, Prepaid software licenses $ 10,596 $ 9,362 Coronavirus Aid, Relief, and Economic Security Act retention credit 1,002 1,002 Prepaid insurance costs 2,631 2,613 Other current assets 8,973 5,120 Total $ 23,202 $ 18,097 The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) is intended to provide economic relief resulting from the COVID-19 pandemic which includes, but is not limited to, employment related costs. For the year ended December 31, 2020, the Company recorded a receivable of $2,036 related to submissions made under the CARES Act. The |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company values its available-for-sale securities and certain liabilities based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy that prioritizes observable and unobservable inputs is used to measure fair value into three broad levels, which are described below: Level 1 – Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in inactive markets or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data. Level 3 – Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs to the extent possible. In addition, the Company considers counterparty credit risk in its assessment of fair value. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for certain assets and liabilities measured at fair value, which are not considered Level 1 items. Corporate bonds – Valued at the closing price reported on the active market on which the individual securities, all of which have counterparts with high credit ratings, are traded. Commercial paper – Value is based on yields currently available on comparable securities of issuers with similar credit ratings. Money market funds – Valued at the net asset value (“NAV”) of units of a collective fund. The NAV is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The contractual maturities of investments classified as marketable securities are as follows: September 30, December 31, Due within 1 year $ 500,274 $ 549,213 Due after 1 year through 2 years 172,770 116,597 Total marketable securities $ 673,044 $ 665,810 The following table represents the amortized cost, gross unrealized gains and losses, and fair market value of the Company’s marketable securities by significant investment category and their designation within the fair value hierarchy as of September 30, 2023 and December 31, 2022. As of September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Level Commercial paper $ 75,184 $ — $ (109) $ 75,075 2 U.S. Treasuries 349,457 1,831 (890) 350,398 1 Corporate bonds 243,697 — (2,016) 241,681 2 Money market funds measured at NAV (a) 5,890 — — 5,890 N/A Total marketable securities $ 674,228 $ 1,831 $ (3,015) $ 673,044 As of December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Level Commercial paper $ 69,762 $ 4 $ (352) $ 69,414 2 U.S. Treasuries 365,424 511 (1,448) 364,487 1 Corporate bonds 218,980 9 (1,310) 217,679 2 Money market funds measured at NAV (a) 14,230 — — 14,230 N/A Total marketable securities $ 668,396 $ 524 $ (3,110) $ 665,810 (a) Money market funds that were measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the condensed consolidated balance sheets. Of the total marketable securities held at fair value as of September 30, 2023, $53,195 was in a continuous unrealized loss for 12 months or longer. The Company had no continuous unrealized loss position in relation to marketable securities as of September 30, 2023 or December 31, 2022 that was as a result of credit deterioration. For the periods presented the Company does not intend to nor will it be required to sell any securities before recovery of their amortized cost bases. For certain other financial instruments, including accounts receivable, accounts payable, accrued liabilities, as well as other current liabilities, the carrying amounts approximate the fair value of such instruments due to the short maturity of these balances. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment as of September 30, 2023 and December 31, 2022 consist of the following: Depreciation period in years September 30, December 31, Internally developed software 3 - 5 $ 62,918 $ 53,788 Acquired software 3 6,539 6,536 Equipment 5 30,359 29,651 Leasehold improvements 1 - 15 9,059 7,731 Furniture and fixtures 5 12,182 1,608 Construction in progress 11,102 14,102 Total property and equipment, cost 132,159 113,416 Less: accumulated depreciation (66,358) (55,492) Total property and equipment, net $ 65,801 $ 57,924 Depreciation expense related to property and equipment for the three months ended September 30, 2023 and 2022 was $4,417 and $3,713, respectively and $12,933 and $10,792 for the nine months ended September 30, 2023 and 2022, respectively. During the three and nine months ended September 30, 2023, $3,273 and $9,129 were capitalized in connection with internally developed software inclusive of $401 and $1,154 of equity-based compensation, respectively. Amortization expense on internally developed software was $2,612 and $1,999 for the three months ended September 30, 2023 and 2022, respectively and $6,764 and $5,471 for the nine months ended September 30, 2023 and 2022, respectively. During the three months ended September 30, 2023 and 2022, the Company recognized impairment charges of $0 and $904, respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized impairment charges of $2,201 and $1,217, respectively. Purchases of property and equipment with unpaid costs in accounts payable and accrued liabilities as of September 30, 2023 were $1,272 and $188, respectively, and $2,166 and $119 as of September 30, 2022, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Leases | Leases Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended September 30, 2023 and 2022 was $3,758 and $1,423, respectively and $8,598 and $3,733 for the nine months ended September 30, 2023 and September 30, 2022, respectively. During the nine months ended September 30, 2023, the Company entered into a sublease agreement whereby the Company continues to be a lessee under the original operating lease but will act as a sublessor. As a result, during the nine months ended September 30, 2023, the Company recorded $1,506 of impairment to its right of use asset within general and administrative in the condensed consolidated statements of operations. Sublease income is recorded within other income (expense), net within the condensed consolidated statements of operations. The Company had $444 and $1,123 sublease income for the three and nine months ended September 30, 2023. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net See below for Intangible assets, net as of September 30, 2023 and December 31, 2022: Weighted Average Useful Life in Years September 30, December 31, 2022 Patents 20.0 $ 3,223 $ 2,643 Acquired intangibles - technology 3.0 5,130 4,300 Acquired intangibles - customer relationships 10.8 18,370 17,900 Acquired intangibles - brand names 5.0 500 500 Indefinite lived intangible assets 310 310 Total intangible assets, cost 27,533 25,653 Less: accumulated amortization (5,846) (3,361) Intangible assets, net $ 21,687 $ 22,292 Amortization expense on intangible assets for the three months ended September 30, 2023 and 2022 was $843 and $816, respectively and $2,483 and $2,450 for the nine months ended September 30, 2023 and 2022, respectively. The Company did not recognize any impairment charges on intangible assets, net for any periods presented. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted CashAs of September 30, 2023 and December 31, 2022, the Company maintained bank deposits of $5,065 and $7,708, respectively, which were primarily pledged as collateral for long-term letters of credit issued in favor of airports, in connection with the Company’s obligations under revenue share agreements. As of December 31, 2022, the Company also had a cash secured letter of credit in place for the amount of $6,099 in relation to the corporate headquarters lease agreement entered into in December 2021 that commenced in November 2022. In April 2023, the Company issued a standby letter of credit under the Credit Agreement (as defined in Note 21) to replace the previously issued cash secured letter of credit and reduced the restricted cash balance to $0 . In addition, the Company had a $16,138 restricted cash account against a letter of credit with a credit card company as a reserve against potential future refunds and chargebacks as of December 31, 2022. In June 2023, the Company issued a standby letter of credit under the Credit Agreement to replace the previously issued cash secured letter of credit and reduced the restricted cash balance to $0. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets, Noncurrent [Abstract] | |
Other Assets | Other Assets Other assets consist of the following as of September 30, 2023 and December 31, 2022: September 30, December 31, Security deposits $ 271 $ 251 Loan fees 231 70 Certificates of deposit 459 459 Strategic investment 6,000 — Other long-term assets 1,245 2,289 Total $ 8,206 $ 3,069 In March 2023, the Company made a strategic investment in equity securities in a privately held company. As the investment does not have a readily determinable fair value, the Company elected the measurement alternative to record the investment at initial cost less impairments, if any, adjusted for observable changes in fair value for identical or similar investments of the same issuer. Adjustments resulting from these fluctuations are recorded within other income (expense) on the Company’s condensed consolidated statements of operations. |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long Term Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities and Other Long Term Liabilities | Accrued Liabilities and Other Long Term Liabilities Accrued liabilities consist of the following as of September 30, 2023 and December 31, 2022: September 30, December 31, Accrued compensation and benefits $ 15,249 $ 17,362 Accrued partnership liabilities 52,355 71,195 Lease liability 5,615 4,963 Other accrued liabilities 39,087 12,550 Total $ 112,306 $ 106,070 The Company has estimated accrued partnership liabilities related to a portion of merchant credit card benefits that it expects to settle in the third quarter of 2024. Other accrued liabilities is inclusive of $16.4 million and $8.1 million third party vendor accruals as of September 30, 2023 and December 31, 2022, respectively. Other long term liabilities September 30, December 31, Deferred tax liability $ 1,887 $ 2,435 Lease liability 123,054 125,146 Other long term liabilities 370 1,542 Total $ 125,311 $ 129,123 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Warrants | Warrants In January 2023, the Company recognized $1,038 of the remaining expense related to the 534,655 fully vested United Airlines warrants. These warrants were exercised for Class A Common Stock in a cashless exercise with an intrinsic value of $16,136. The warrant agreement with United Airlines expired in the first quarter of 2023. The following warrants remained outstanding as of September 30, 2023: Number of Warrants Weighted-Average Exercise Price Weighted average Remaining Contractual Term (years) Exercisable for Class A Common Stock 99,399 $ 0.01 0.18 Exercisable for Alclear Units 773,934 $ 0.01 0.96 All outstanding warrants are subject to certain performance-based vesting criteria which the Company evaluates at each reporting period to determine the likelihood of achievement. Based on the probability of vesting, the Company recognized $0 and $58,820 for the three months ended September 30, 2023 and 2022, respectively, and $623 and $58,941 for the nine months ended September 30, 2023 and 2022, respectively, within general and administrative expense in the condensed consolidated statements of operations. |
Stockholder_s Equity
Stockholder’s Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Stockholders’ Equity Common Stock The Company has and will issue shares of its Common Stock as a result of transactions in relation to warrant exercises, exchanges, and vesting of RSUs. Treasury Stock The Company's treasury stock consists of forfeited Restricted Stock Awards (“RSAs”) that are legally issued shares held by the Company, and is recorded at par value, as well as any shares repurchased under the Company’s share repurchase program that are not retired by the Company’s Board. The Company’s treasury stock can be utilized to settle equity-based compensation awards issued by the Company and is excluded from the calculation of the non-controlling interest ownership percentage. Share Repurchases During the nine months ended September 30, 2023, the Company repurchased and retired 2,325,195 shares of its Class A Common Stock for $56,124 at an average price of $24.12. As of September 30, 2023, $38,972 remains available under the repurchase authorization. The Inflation Reduction Act created an excise tax of 1% on the fair market value of net stock repurchases made after December 31, 2022. During the three and nine months ended September 30, 2023, the Company did not have an impact related to this within its condensed consolidated financial statements. Refer to Note 17 for further information regarding the Inflation Reduction Act. Quarterly Dividend On August 2, 2023, the Company announced that its Board adopted a dividend policy (the "Dividend Policy") of paying a quarterly cash dividend to holders of Class A Common Stock and Class B Common Stock. The amount of such quarterly dividends is subject to approval of the actual amount by the Board at the time of such dividend declaration. The dividends will be funded by proportionate cash distributions by Alclear to all of its members as of the applicable record date, including holders of non-controlling interests in Alclear and the Company. The declaration of cash dividends in the future is subject to final determination each quarter by the Board based on a number of factors, including the Company’s results of operations, cash flows, financial position and capital requirements, as well as general business conditions, legal, tax and regulatory restrictions and other factors the Board deems relevant at the time it determines to declare such dividends. On August 2, 2023, the Company announced that its Board declared a quarterly dividend of $0.07 per share, payable on August 18, 2023 to holders of record of the Class A Common Stock and Class B Common Stock as of the close of business on August 11, 2023. Special Dividend On May 9, 2023, the Company announced that a special committee of its Board declared a special cash dividend in the amount of $0.20 per share payable on May 25, 2023 to holders of record of the Class A Common Stock and Class B Common Stock as of the close of business on May 18, 2023. The Company funded the payment of the special cash dividend from its pro rata share of tax distributions made by Alclear. Non-Controlling Interest The non-controlling interest balance represents the economic interest in Alclear held by the Co-Founders and members of Alclear. The following table summarizes the ownership of Alclear Units as of September 30, 2023: Alclear Units Ownership Percentage Alclear Units held by Alclear post-reorganization members (other than the Co-Founders and Clear Secure, Inc.) 34,776,689 22.98 % Alclear Units held by the Co-Founders 25,796,690 17.05 % Total 60,573,379 40.03 % The non-controlling interest holders have the right to exchange Alclear Units, together with a corresponding number of shares of Class C Common Stock for Class A Common Stock or Class D Common Stock for Class B Common Stock. As such, exchanges by non-controlling interest holders will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase Class A Common Stock or B Common Stock and additional paid-in-capital for the Company. Upon the issuance of shares Class A Common Stock or B Common Stock, the Company issues a proportionate number of Alclear Units in conjunction with the terms of the Reorganization. During the nine months ended September 30, 2023, certain non-controlling interest holders exchanged their Alclear Units and corresponding shares of Class C Common Stock or Class D Common Stock for shares of the Company's Class A Common Stock or Class B Common Stock, as applicable. As a result, the Company issued 3,514,275 shares of Class A Common Stock. |
Incentive Plans
Incentive Plans | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Incentive Plans | Incentive Plans 2021 Omnibus Incentive Plan The Clear Secure, Inc 2021 Omnibus Incentive Plan (“2021 Omnibus Incentive Plan”) became effective on June 29, 2021 to provide grants of equity-based awards to the employees, consultants, and directors of the Company and its affiliates. The 2021 Omnibus Incentive Plan authorized the issuance of up to 20,000,000 shares of Class A Common Stock as of the date of the Reorganization. The 2021 Omnibus Incentive Plan authorized the issuance of shares pursuant to the grant, settlement or exercise of RSUs, RSAs, stock options and other share-based awards. Beginning with the first business day of each calendar year beginning in 2022 through 2031, the number of shares available will increase in an amount up to 5% of the total number of common shares outstanding (assuming exchange and/or conversion of all classes of common shares into Class A Common Stock) as of the last day of the immediately preceding year or a lesser amount approved by the Board or its compensation committee, so long as the total share reserve available for future awards at the time is not more than 12% of common shares outstanding (assuming exchange and/or conversion of all classes of common shares into Class A common stock). For fiscal year 2023, the Compensation Committee of the Board approved no increase in the 2021 Omnibus Incentive Plan, which such increase would have been effective on the first business day of 2023. Alclear Holdings, LLC Equity Incentive Plan Prior to the Reorganization, Alclear granted profit unit awards and RSUs to various employees of the Company. In connection with the Company’s Reorganization described in Note 1, these awards were substituted as follows: • The Company substituted Alclear’s RSUs with RSUs under the 2021 Omnibus Incentive Plan. • The Company substituted Alclear’s performance vesting profit units with performance vesting RSUs under the 2021 Omnibus Incentive Plan. • The Company substituted Alclear’s other profit units with only a service vesting condition to RSAs under the 2021 Omnibus Incentive Plan. In all cases of the respective substitutions, the new awards retained the same terms and conditions (including applicable vesting requirements). Each award was converted to reflect the $31.00 share price contemplated in the Company’s IPO while retaining the same fair value. The RSUs originally granted by Alclear were subject to both service and liquidity event vesting conditions. The Company concluded that the Reorganization represented a qualifying liquidity event that would cause the RSUs’ liquidity event vesting conditions to be met. Restricted Stock Awards In accordance with the Reorganization, the Company substituted Alclear’s profit units with service vesting conditions with RSAs, which are subject to the same vesting terms as applied to Alclear’s profit units; each also maintained the same fair value immediately before and after the exchange of the award. As such, there was no additional compensation expense that was recorded as a result of the substitution of the awards. The RSAs are subject to service-based vesting conditions and will vest on a specified date, provided the applicable service, generally three years, has been satisfied. The Company determines the fair value of each RSA based on the grant date and records the expense over the vesting period or requisite service period. The following is a summary of activity related to the RSAs associated with compensation arrangements during the nine months ended September 30, 2023. RSA - Class A Common Stock Weighted- Unvested balance as of January 1, 2023 236,279 $ 0.87 Granted — — Vested (225,502) 0.87 Forfeited (3,079) 0.87 Unvested balance as of September 30, 2023 7,698 $ 0.87 Below is the compensation expense recognized related to the RSAs within the condensed consolidated statements of operations: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Cost of direct salaries and benefits $ — $ 1 $ — $ 4 Research and development 1 36 4 117 Sales and marketing — — — 1 General and administrative — 42 6 114 Total $ 1 $ 79 $ 10 $ 236 As of September 30, 2023, estimated unrecognized expense for RSAs that are probable of vesting was $1 with such expense to be recognized over a weighted-average period of approximately 0.09 years. Restricted Stock Units RSUs are subject to both service-based and, in some cases, performance-based vesting conditions. RSUs will vest on a specified date, provided the applicable service (generally three years) and, if applicable, when certain performance conditions are probable of satisfaction. The RSUs with performance-based vesting conditions are subject to long-term revenue and cash-basis earnings performance hurdles. The Company determines the fair value of each RSU based on the grant date and records the expense over the vesting period or requisite service period on a straight-line basis and for performance-based vesting awards, whether they are probable or not. The following is a summary of activity related to the RSUs associated with compensation arrangements during the nine months ended September 30, 2023: RSU’s Weighted- Unvested balance as of January 1, 2023 4,125,596 $ 27.88 Granted 2,408,038 24.33 Vested (558,711) 26.65 Forfeited (1,482,580) 29.93 Unvested balance as of September 30, 2023 4,492,343 $ 25.45 Below is the compensation expense recognized related to the RSUs within the condensed consolidated statements of operations: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Cost of direct salaries and benefits $ 229 $ 21 $ 445 $ 153 Research and development (3,584) 3,891 6,808 10,242 Sales and marketing 435 40 466 186 General and administrative 3,368 3,573 9,991 9,057 Total $ 448 $ 7,525 $ 17,710 $ 19,638 As of September 30, 2023, estimated unrecognized expense for RSUs that are probable of vesting was $68,354 with such expense to be recognized over a weighted-average period of approximately 2.15 years. Founder PSUs During June 2021, the Company established a long-term incentive compensation plan for the Co-Founders, which consists of performance restricted stock-unit awards (the “Founder PSUs”), that will be settled in shares of Class A Common Stock pursuant to the 2021 Omnibus Incentive Plan, subject to the satisfaction of both service and market based vesting conditions. The grant date fair value for the Founder PSUs was determined by a Monte Carlo simulation and discounted by the risk-free rate on the grant date and an expected volatility of 45%. The Founder PSUs are estimated to vest over a five year period, based on the achievement of specified price hurdles of the Company’s Class A Common Stock. The specified price hurdles of the Company’s Class A Common Stock will be measured on the volume-weighted average price per share for the trailing days during any 180 day period that ends within the applicable measurement period. In June 2021, the Company granted 4,208,617 Founder PSUs at a weighted average grant date fair value of $16.54. The Company records the expense related to these awards within general and administrative in the condensed consolidated statements of operations. As of September 30, 2023, estimated unrecognized expense for Founder PSUs was $13,156 with such expense to be recognized over a weighted-average period of approximately 0.69 years. Below is a summary of total compensation expense recorded in relation to the Company’s incentive plans within the condensed consolidated statements of operations: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 RSAs $ 1 $ 79 $ 10 $ 236 RSUs 448 7,525 17,710 19,638 Founder PSUs 3,716 6,630 16,759 19,673 Total $ 4,165 $ 14,234 $ 34,479 $ 39,547 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Cost of direct salaries and benefits $ 229 $ 21 $ 445 $ 158 Research and development (3,583) 3,928 6,813 10,359 Sales and marketing 435 40 466 188 General and administrative 7,084 10,245 26,755 28,842 Total $ 4,165 $ 14,234 $ 34,479 $ 39,547 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Below is the calculation of basic and diluted net income (loss) per common share: Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Class A Class B Class A Class B Basic: Net income (loss) attributable to Clear Secure, Inc. $ 15,192 $ 154 $ (36,315) $ (449) Weighted-average number of shares outstanding, basic 89,189,192 907,234 82,037,118 1,022,669 Add: weighted-average vested warrants — — 389,368 — Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic 89,189,192 907,234 82,426,486 1,022,669 Net income (loss) per common share, basic: $ 0.17 $ 0.17 $ (0.44) $ (0.44) Diluted: Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, basic $ 15,192 $ 154 $ (36,315) $ (449) Add: reallocation of net income (loss) to Clear Secure, Inc. to reflect dilutive impact 29 (1) — — Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, diluted 15,221 153 (36,315) (449) Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic 89,189,192 907,234 82,426,486 1,022,669 Effect of dilutive shares 779,363 — — — Weighted-average number of shares outstanding, diluted 89,968,555 907,234 82,426,486 1,022,669 Net income (loss) per common share, diluted: $ 0.17 $ 0.17 $ (0.44) $ (0.44) Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Class A Class B Class A Class B Basic: Net income (loss) attributable to Clear Secure, Inc. $ 13,991 $ 142 $ (53,549) $ (697) Weighted-average number of shares outstanding, basic 89,436,795 907,234 79,238,069 1,035,641 Add: weighted-average vested warrants — — 289,415 — Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic 89,436,795 907,234 79,527,484 1,035,641 Net loss per common share, basic: $ 0.16 $ 0.16 $ (0.67) $ (0.67) Diluted: Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic $ 13,991 $ 142 $ (53,549) $ (697) Add: reallocation of net income (loss) to Clear Secure, Inc. to reflect dilutive impact (21) (2) — — Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, diluted 13,970 140 (53,549) (697) Weighted-average number of shares outstanding used to calculate net loss per common share, basic 89,436,795 907,234 79,527,484 1,035,641 Effect of dilutive shares 1,066,367 — — — Weighted-average number of shares outstanding, diluted 90,503,162 907,234 79,527,484 1,035,641 Net loss per common share, diluted: $ 0.15 $ 0.15 $ (0.67) $ (0.67) After evaluating the potential dilutive effect under the if-converted method, the outstanding Alclear Units for the assumed exchange of non-controlling interests were determined to be anti-dilutive and thus were excluded from the computation of diluted earnings per share. The following tables present potentially dilutive securities excluded from the computations of diluted earnings (loss) per share of Class A and Class B common stock for the three and nine months ended September 30, 2023 and September 30, 2022: Three and Nine Months Ended September 30, 2023 Class A Class B Exchangeable Alclear Units 34,776,689 25,796,690 RSA’s — — RSU’s 592,397 — Total 35,369,086 25,796,690 Three and Nine Months Ended September 30, 2022 Class A Class B Exchangeable Alclear Units 40,040,483 26,705,315 RSA’s 313,689 — RSU’s 3,169,222 — Total 43,523,394 26,705,315 For both the three and nine months ended September 30, 2023, the Company has excluded 5,148,480 potentially dilutive shares from the tables above as they had performance conditions that were not achieved as of the end of the periods above. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a result of the IPO and Reorganization, the Company became the sole managing member of Alclear, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Alclear is generally not subject to U.S. federal and most state and local income taxes. Any taxable income or loss generated by Alclear is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of Alclear, as well as any stand-alone income or loss generated by the Company. The Company is also subject to income taxes in Israel, Argentina, and Mexico. The Company reported a tax expense o f $754 on a pretax income o f $27,617 f or the three months ended September 30, 2023 as compared to a tax benefit of $536 on a pretax loss of $66,095 for the three months ended September 30, 2022. This resulted in an effective tax rate of 2.7% for the three months ended September 30, 2023 as compared to 0.8% percent for the three months ended September 30, 2022. The Company reported a tax expense o f $846 on a pretax income of $27,470 for th e nine months ended September 30, 2023, as compared to a tax benefit of $381 on a pretax loss of $97,057 for the nine months ended September 30, 2022. This resulted in an effective tax rate of 3.1% for the nine months ended September 30, 2023 as compared to 0.4% for the nine months ended September 30, 2022. The Company's effective tax rate differs from the statutory rate primarily due to the following: (1) the impact of Alclear being a partnership and allocating its taxable results to its non-controlling members, (2) movement in valuation allowance, (3) foreign taxes, and (4) the impact of U.S. federal and state taxes in excess of applicable tax attributes (e.g., net operating losses and general business tax credits). The Company paid $411 and $960 in estimated income taxes for the three and nine months ended September 30, 2023, respectively. The Company did not have significant unrecognized tax benefits and interest and penalties as of September 30, 2023. The Company is subject to income taxes in the U.S., Israel, Argentina, and Mexico. The statute of limitations for adjustments to our historic tax obligations will vary from jurisdiction to jurisdiction. The tax years for U.S. federal and state income tax purposes open for examination are for the years ending December 31, 2019 and forward. The tax years for foreign jurisdictions open for examination are for the years ending December 31, 2017 and forward. Recent U.S. Tax Legislation On August 16, 2022, President Biden signed into law the Inflation Reduction Act. The Inflation Reduction Act creates a 15% corporate alternative minimum tax on profit of corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the tax year exceeds $1 billion and is effective for tax years beginning after December 31, 2022. The Company does not currently expect this provision to have a material impact on the consolidated financial statements for the three and nine months ended September 30, 2023 . Additionally, the Inflation Reduction Act creates an excise tax of 1% on the fair market value of net stock repurchases made after December 31, 2022. During the nine months ended September 30, 2023 , the Company repurchased 2,325,195 shares of its Class A Common Stock. However, there was no excise tax as of September 30, 2023 because the stock issuances were in excess of repurchases. Tax Receivable Agreement As stated in Note 1, in connection with the IPO, the Company entered into the TRA, which generally provides for payment by the Company to the remaining members of Alclear of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that Clear Secure, Inc. actually realizes or is deemed to realize as a result of (i) any increase in tax basis in Alclear’s assets resulting from (a) exchanges by Alclear members (or their transferees or other assignees) of Alclear Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) for shares of the Company’s Class A Common Stock or Class B Common Stock, as applicable, and purchases of Alclear Units and corresponding shares of Class C Common Stock or Class D Common Stock, as the case may be, from the Alclear members (or their transferees or other assignees) or (b) payments under the TRA, and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the TRA. The Company will retain the benefit of the remaining 15% of these net cash savings. The TRA liability is calculated by determining the tax basis subject to TRA (“tax basis”) and applying a blended tax rate to the basis differences and calculating the iterative impact. The blended tax rate consists of the U.S. federal income tax rate and an assumed combined state and local income tax rate driven by the apportionment factors applicable to each state. Subsequent changes to the measurement of the TRA liability are recognized in the statements of operations as a component of other income (expense), net. The Company expects to obtain an increase in the share of the tax basis of its share of the assets of Alclear when Alclear Units are redeemed or exchanged by Alclear Members and other qualifying transactions. This increase in tax basis may have the effect of reducing the amounts that the Company would otherwise pay in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. As of September 30, 2023, the Company issued 10,928,652 sh ares of Class A Common Stock to certain non-controlling interest holders who exchanged their Alclear Units. Refer to Note 14 for further details. These exchanges resulted in a tax basis increase subject to the provisions of the TRA. The recognition of the Company’s liability under the tax receivable agreement mirrors the recognition related to its deferred tax assets. As of September 30, 2023, the Company has not recognized the deferred tax asset for the step-up in tax basis, as the asset is not more-likely-than-not to be realized. Additionally, as of September 30, 2023, the Company has determined the TRA liability is not probable and therefore has not recorded a tax receivable liability that, if recorded, would be approximately $74,560. Tax Distributions The members of Alclear, including CLEAR, incur U.S. federal, state and local income taxes on their share of any taxable income of Alclear. The Operating Agreement provides for pro rata cash distributions (“tax distributions”) to the holders of the Alclear Units in an amount generally calculated to provide each member of Alclear with sufficient cash to cover its tax liability in respect of the taxable income of Alclear allocable to them. In general, these tax distributions are computed based on Alclear’s estimated taxable income, multiplied by an assumed tax rate as set forth in the Operating Agreement. For the nine months ended September 30, 2023 , Alclear paid tax distributions totaling $13,255 to holders of Alclear Units other than the Company. For the nine months ended September 30, 2023, Alclear recorded a liability of $13,718 related to tax distributions to holders of Alclear Unit |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation From time to time, the Company is involved in various legal proceedings arising in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. Based on the currently available information, the Company does not believe that there are claims or legal proceedings that would have a material adverse effect on the business, or the condensed consolidated financial statements of the Company. Commitments other than leases The Company is subject to minimum spend commitments of $240 over the next two years under certain service arrangements. The Company has commitments for future marketing expenditures to sports stadiums of $8,871 through 2026. For the three months ended September 30, 2023 and 2022, marketing expenses related to sports stadiums were $1,310 and $1,318, respectively. For the nine months ended September 30, 2023 and 2022 marketing expenses related to sports stadiums were $3,970 and $3,298 respectively. In conjunction with the Company’s revenue share agreements with the airports, certain agreements contain minimum annual contracted fees. These future minimum payments are as follows as of September 30, 2023: 2023 $ 5,948 2024 15,628 2025 10,308 2026 3,078 2027 2,294 Thereafter 1,707 Total $ 38,963 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related Party Transactions As of September 30, 2023, and December 31, 2022, the Company had total payables to certain related parties of $4,262 and $2,836, respectively. In connection with certain related parties, for the three months ended September 30, 2023 and 2022, the Company recorded $3,523 and $2,195, respectively, in cost of revenue share fee within the condensed consolidated statements of operations. For the nine months ended September 30, 2023 and 2022, the Company recorded expense of $9,188 and $5,780, respectively, within the condensed consolidated statements of operations. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company has a 401(k) retirement, savings and investment plan (the “401(k) Plan”). Participants make contributions to the 401(k) Plan in varying amounts, up to the maximum limits allowable under the Internal Revenue Code. For the three months ended September 30, 2023 and 2022, the Company recorded expense of $422 and $161, respectively, within the condensed consolidated statements of operations. For the nine months ended September 30, 2023 and 2022, the Company recorded expense of $1,817 and $1,146, respectively, within the condensed consolidated statements of operations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt In March 2020, the Company entered into a credit agreement (as amended, restated or otherwise modified, the “Credit Agreement”) for a three-year $50,000 revolving credit facility, with a group of lenders. In April 2021, the Company entered into Amendment No. 1 to the Credit Agreement that increased the commitments under the revolving credit facility to $100,000, which matures three years from the date of the increase. The revolving credit facility includes a letter of credit sub-facility. In June 2023, the Company entered into Amendment No. 2 to the Credit Agreement to transition from London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as our benchmark interest rate and to extend the maturity date to June 28, 2026. The revolving credit facility has not been drawn against as of September 30, 2023. Prepaid loan fees related to this facility are capitalized and amortized over the remaining term of the credit agreement. The balance expected to be amortized within twelve months from the balance sheet date is presented within Prepaid and other current assets on the condensed consolidated balance sheets, while the long term portion is presented within Other assets in the condensed consolidated balance sheets. The Company incurred $396 of debt issuance costs in connection to Amendment No. 2 to the Credit Agreement. As of September 30, 2023, the balance of these loan fees was $487. The Credit Agreement contains customary terms and conditions, including limitations on consolidations, mergers, indebtedness, and certain payments, as well as a financial covenant relating to leverage. Borrowings under the Credit Agreement generally will bear a floating interest rate per year and will also include interest based on the greater of the prime rate, SOFR, or New York Federal Reserve Bank (NYFRB) rate, plus an applicable margin for specific interest periods. As of September 30, 2023, the Company had a remaining borrowing capacity of $74,000, net of standby letters of credit, and had no outstanding debt obligations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On November 8, 2023, the Company announced that its Board declared a quarterly dividend of $0.09 per share, payable on November 22, 2023 to holders of record of Class A Common Stock and Class B Common Stock as of the close of business on November 16, 2023. In addition, the Board declared a special cash dividend of $0.55 per share, payable on November 22, 2023 to holders of record of Class A Common Stock and Class B Common Stock as of the close of business on November 16, 2023. To the extent the quarterly or special dividend exceeds the Company's current and accumulated earnings and profits, a portion of the dividend may be deemed a return of capital gain to the holders of our Class A Common Stock or Class B Common Stock, as applicable. On November 8, 2023, the Company announced that its Board authorized a $100 million increase to its existing Class A Common Stock share repurchase program, resulting in an aggregate remaining authorization on such date of approximately $128 million. Under the repurchase program, the Company may purchase shares of its Class A Common Stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and actual number of shares repurchased will be determined by management depending on a variety of factors, including stock price, trading volume, market conditions, and other general business considerations. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time. In October 2023, the Company streamlined the organization by removing layers across its engineering, product, and certain corporate functions. The Company estimates that it will incur approximately $2.2 million of non-recurring cash severance expenses and other termination benefits in the fourth quarter of 2023. During the fourth quarter of 2023, the Company used $10.5 million to repurchase and retire 625,000 shares of Class A Common Stock at an average price of $16.77. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) attributable to Clear Secure, Inc. | $ 15,346 | $ (36,764) | $ 14,133 | $ (54,246) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended September 30, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows: Name Title Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration Date of Rule 10b5-1 Trading Plan Number of Shares to be Sold under the Plan Rick Patterson Chief Information Security Officer August 11, 2023 November 14, 2024 23,500 Dennis Liu Chief Accounting Officer September 5, 2023 December 6, 2024 4,500 | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Rick Patterson [Member] | ||
Trading Arrangements, by Individual | ||
Name | Rick Patterson | |
Title | Chief Information Security Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | August 11, 2023 | |
Arrangement Duration | 461 days | |
Aggregate Available | 23,500 | 23,500 |
Dennis Liu [Member] | ||
Trading Arrangements, by Individual | ||
Name | Dennis Liu | |
Title | Chief Accounting Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 5, 2023 | |
Arrangement Duration | 458 days | |
Aggregate Available | 4,500 | 4,500 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description and Organization | Description and Organization Clear Secure, Inc. (the “Company” and together with its consolidated subsidiaries, “CLEAR,” “we,” “us,” “our”) is a holding company and its principal asset is the controlling equity interest in Alclear Holdings, LLC (“Alclear”). Alclear was formed as a Delaware limited liability company on January 21, 2010 and operates under the terms of the Second Amended and Restated Operating Agreement dated June 7, 2023 (the “Operating Agreement”). As the sole managing member of Alclear, the Company operates and controls all of the business and affairs of Alclear, and through Alclear and its subsidiaries, conducts the Company’s business. The Company operates a secure identity platform under the brand name CLEAR primarily in the United States. CLEAR's current offerings include: CLEAR Plus, a consumer aviation subscription service, which enables access to predictable and fast experiences through dedicated entry lanes in airport security checkpoints within our nationwide network of 54 airports (as of the date of this filing); CLEAR Verified (formerly Powered by CLEAR), our business to business offering that extends our identity platform to partners so they can deliver the same friction-free experiences to their customers leveraging software development kits and application programming interfaces; and our flagship CLEAR app, which offers free to consumer products like Home-to-Gate, Health Pass, and RESERVE powered by CLEAR, our virtual queuing technology that enables customers to manage lines. |
Basis of Accounting | These condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these condensed consolidated financial statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the condensed consolidated financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). Other than the item below, there have been no changes to the accounting policies disclosed within the 2022 Form 10-K: Investments in Equity Securities In accordance with ASC 321 "Investments—Equity Securities" ("ASC 321"), investments in equity securities in which the Company has no significant influence (generally less than a 20% ownership interest) with readily determinable fair values are accounted for at fair value based on quoted market prices. Equity securities without readily determinable fair values are accounted for either at fair value or using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. All gains, losses and impairments on investments in equity securities are recognized within other income (expense), net within the condensed consolidated statements of operations. The Company regularly reviews its investments in equity securities not accounted for using the equity method or at fair value for impairment based on a qualitative assessment of a variety of factors. If an equity security is impaired, an impairment loss is recognized in the condensed consolidated statements of operations equal to the difference between the fair value of the investment and its carrying amount. Refer to Note 11 for further details on the Company’s strategic investment. The condensed consolidated financial statements are presented in US Dollars, which is the Company’s reporting currency. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopted all applicable standards effective as of December 31, 2022 within these condensed consolidated financial statements. There was no material impact as a result. There are no newly issued standards since December 31, 2022 that are applicable to the Company. |
Fair Value Measurements | Fair Value Measurements The Company values its available-for-sale securities and certain liabilities based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy that prioritizes observable and unobservable inputs is used to measure fair value into three broad levels, which are described below: Level 1 – Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in inactive markets or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data. Level 3 – Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs to the extent possible. In addition, the Company considers counterparty credit risk in its assessment of fair value. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for certain assets and liabilities measured at fair value, which are not considered Level 1 items. Corporate bonds – Valued at the closing price reported on the active market on which the individual securities, all of which have counterparts with high credit ratings, are traded. Commercial paper – Value is based on yields currently available on comparable securities of issuers with similar credit ratings. Money market funds – Valued at the net asset value (“NAV”) of units of a collective fund. The NAV is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Deferred Revenue | The following table presents changes in the deferred revenue balance for the nine months ended September 30, 2023. 2023 Balance as of January 1 $ 283,452 Deferral of revenue 504,926 Recognition of deferred revenue (436,487) Balance as of September 30 $ 351,891 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Asset | Prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 consist of the following: September 30, December 31, Prepaid software licenses $ 10,596 $ 9,362 Coronavirus Aid, Relief, and Economic Security Act retention credit 1,002 1,002 Prepaid insurance costs 2,631 2,613 Other current assets 8,973 5,120 Total $ 23,202 $ 18,097 The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) is intended to provide economic relief resulting from the COVID-19 pandemic which includes, but is not limited to, employment related costs. For the year ended December 31, 2020, the Company recorded a receivable of $2,036 related to submissions made under the CARES Act. The |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Contractual Maturities of Investments Classified as Marketable Securities | The contractual maturities of investments classified as marketable securities are as follows: September 30, December 31, Due within 1 year $ 500,274 $ 549,213 Due after 1 year through 2 years 172,770 116,597 Total marketable securities $ 673,044 $ 665,810 |
Schedule of Marketable Securities | The following table represents the amortized cost, gross unrealized gains and losses, and fair market value of the Company’s marketable securities by significant investment category and their designation within the fair value hierarchy as of September 30, 2023 and December 31, 2022. As of September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Level Commercial paper $ 75,184 $ — $ (109) $ 75,075 2 U.S. Treasuries 349,457 1,831 (890) 350,398 1 Corporate bonds 243,697 — (2,016) 241,681 2 Money market funds measured at NAV (a) 5,890 — — 5,890 N/A Total marketable securities $ 674,228 $ 1,831 $ (3,015) $ 673,044 As of December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Level Commercial paper $ 69,762 $ 4 $ (352) $ 69,414 2 U.S. Treasuries 365,424 511 (1,448) 364,487 1 Corporate bonds 218,980 9 (1,310) 217,679 2 Money market funds measured at NAV (a) 14,230 — — 14,230 N/A Total marketable securities $ 668,396 $ 524 $ (3,110) $ 665,810 (a) Money market funds that were measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the condensed consolidated balance sheets. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of September 30, 2023 and December 31, 2022 consist of the following: Depreciation period in years September 30, December 31, Internally developed software 3 - 5 $ 62,918 $ 53,788 Acquired software 3 6,539 6,536 Equipment 5 30,359 29,651 Leasehold improvements 1 - 15 9,059 7,731 Furniture and fixtures 5 12,182 1,608 Construction in progress 11,102 14,102 Total property and equipment, cost 132,159 113,416 Less: accumulated depreciation (66,358) (55,492) Total property and equipment, net $ 65,801 $ 57,924 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | See below for Intangible assets, net as of September 30, 2023 and December 31, 2022: Weighted Average Useful Life in Years September 30, December 31, 2022 Patents 20.0 $ 3,223 $ 2,643 Acquired intangibles - technology 3.0 5,130 4,300 Acquired intangibles - customer relationships 10.8 18,370 17,900 Acquired intangibles - brand names 5.0 500 500 Indefinite lived intangible assets 310 310 Total intangible assets, cost 27,533 25,653 Less: accumulated amortization (5,846) (3,361) Intangible assets, net $ 21,687 $ 22,292 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Assets | Other assets consist of the following as of September 30, 2023 and December 31, 2022: September 30, December 31, Security deposits $ 271 $ 251 Loan fees 231 70 Certificates of deposit 459 459 Strategic investment 6,000 — Other long-term assets 1,245 2,289 Total $ 8,206 $ 3,069 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Long Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following as of September 30, 2023 and December 31, 2022: September 30, December 31, Accrued compensation and benefits $ 15,249 $ 17,362 Accrued partnership liabilities 52,355 71,195 Lease liability 5,615 4,963 Other accrued liabilities 39,087 12,550 Total $ 112,306 $ 106,070 |
Schedule of Other Long Term Liabilities | Other long term liabilities September 30, December 31, Deferred tax liability $ 1,887 $ 2,435 Lease liability 123,054 125,146 Other long term liabilities 370 1,542 Total $ 125,311 $ 129,123 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | The following warrants remained outstanding as of September 30, 2023: Number of Warrants Weighted-Average Exercise Price Weighted average Remaining Contractual Term (years) Exercisable for Class A Common Stock 99,399 $ 0.01 0.18 Exercisable for Alclear Units 773,934 $ 0.01 0.96 |
Stockholder_s Equity (Tables)
Stockholder’s Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Noncontrolling Interest Ownership | The non-controlling interest balance represents the economic interest in Alclear held by the Co-Founders and members of Alclear. The following table summarizes the ownership of Alclear Units as of September 30, 2023: Alclear Units Ownership Percentage Alclear Units held by Alclear post-reorganization members (other than the Co-Founders and Clear Secure, Inc.) 34,776,689 22.98 % Alclear Units held by the Co-Founders 25,796,690 17.05 % Total 60,573,379 40.03 % |
Incentive Plans (Tables)
Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Activity Related to the RSAs Associated With Compensation Arrangements | The following is a summary of activity related to the RSAs associated with compensation arrangements during the nine months ended September 30, 2023. RSA - Class A Common Stock Weighted- Unvested balance as of January 1, 2023 236,279 $ 0.87 Granted — — Vested (225,502) 0.87 Forfeited (3,079) 0.87 Unvested balance as of September 30, 2023 7,698 $ 0.87 |
Schedule of Compensation Expense Related to the RSAs and RSUs | Below is the compensation expense recognized related to the RSAs within the condensed consolidated statements of operations: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Cost of direct salaries and benefits $ — $ 1 $ — $ 4 Research and development 1 36 4 117 Sales and marketing — — — 1 General and administrative — 42 6 114 Total $ 1 $ 79 $ 10 $ 236 Below is the compensation expense recognized related to the RSUs within the condensed consolidated statements of operations: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Cost of direct salaries and benefits $ 229 $ 21 $ 445 $ 153 Research and development (3,584) 3,891 6,808 10,242 Sales and marketing 435 40 466 186 General and administrative 3,368 3,573 9,991 9,057 Total $ 448 $ 7,525 $ 17,710 $ 19,638 Below is a summary of total compensation expense recorded in relation to the Company’s incentive plans within the condensed consolidated statements of operations: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 RSAs $ 1 $ 79 $ 10 $ 236 RSUs 448 7,525 17,710 19,638 Founder PSUs 3,716 6,630 16,759 19,673 Total $ 4,165 $ 14,234 $ 34,479 $ 39,547 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Cost of direct salaries and benefits $ 229 $ 21 $ 445 $ 158 Research and development (3,583) 3,928 6,813 10,359 Sales and marketing 435 40 466 188 General and administrative 7,084 10,245 26,755 28,842 Total $ 4,165 $ 14,234 $ 34,479 $ 39,547 |
Summary of Activity Related to the RSUs Associated With Compensation Arrangements | The following is a summary of activity related to the RSUs associated with compensation arrangements during the nine months ended September 30, 2023: RSU’s Weighted- Unvested balance as of January 1, 2023 4,125,596 $ 27.88 Granted 2,408,038 24.33 Vested (558,711) 26.65 Forfeited (1,482,580) 29.93 Unvested balance as of September 30, 2023 4,492,343 $ 25.45 |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Below is the calculation of basic and diluted net income (loss) per common share: Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Class A Class B Class A Class B Basic: Net income (loss) attributable to Clear Secure, Inc. $ 15,192 $ 154 $ (36,315) $ (449) Weighted-average number of shares outstanding, basic 89,189,192 907,234 82,037,118 1,022,669 Add: weighted-average vested warrants — — 389,368 — Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic 89,189,192 907,234 82,426,486 1,022,669 Net income (loss) per common share, basic: $ 0.17 $ 0.17 $ (0.44) $ (0.44) Diluted: Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, basic $ 15,192 $ 154 $ (36,315) $ (449) Add: reallocation of net income (loss) to Clear Secure, Inc. to reflect dilutive impact 29 (1) — — Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, diluted 15,221 153 (36,315) (449) Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic 89,189,192 907,234 82,426,486 1,022,669 Effect of dilutive shares 779,363 — — — Weighted-average number of shares outstanding, diluted 89,968,555 907,234 82,426,486 1,022,669 Net income (loss) per common share, diluted: $ 0.17 $ 0.17 $ (0.44) $ (0.44) Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Class A Class B Class A Class B Basic: Net income (loss) attributable to Clear Secure, Inc. $ 13,991 $ 142 $ (53,549) $ (697) Weighted-average number of shares outstanding, basic 89,436,795 907,234 79,238,069 1,035,641 Add: weighted-average vested warrants — — 289,415 — Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic 89,436,795 907,234 79,527,484 1,035,641 Net loss per common share, basic: $ 0.16 $ 0.16 $ (0.67) $ (0.67) Diluted: Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic $ 13,991 $ 142 $ (53,549) $ (697) Add: reallocation of net income (loss) to Clear Secure, Inc. to reflect dilutive impact (21) (2) — — Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, diluted 13,970 140 (53,549) (697) Weighted-average number of shares outstanding used to calculate net loss per common share, basic 89,436,795 907,234 79,527,484 1,035,641 Effect of dilutive shares 1,066,367 — — — Weighted-average number of shares outstanding, diluted 90,503,162 907,234 79,527,484 1,035,641 Net loss per common share, diluted: $ 0.15 $ 0.15 $ (0.67) $ (0.67) |
Schedule of Antidilutive Securities | The following tables present potentially dilutive securities excluded from the computations of diluted earnings (loss) per share of Class A and Class B common stock for the three and nine months ended September 30, 2023 and September 30, 2022: Three and Nine Months Ended September 30, 2023 Class A Class B Exchangeable Alclear Units 34,776,689 25,796,690 RSA’s — — RSU’s 592,397 — Total 35,369,086 25,796,690 Three and Nine Months Ended September 30, 2022 Class A Class B Exchangeable Alclear Units 40,040,483 26,705,315 RSA’s 313,689 — RSU’s 3,169,222 — Total 43,523,394 26,705,315 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payment | These future minimum payments are as follows as of September 30, 2023: 2023 $ 5,948 2024 15,628 2025 10,308 2026 3,078 2027 2,294 Thereafter 1,707 Total $ 38,963 |
Description of Business and R_2
Description of Business and Recent Accounting Developments (Details) | 9 Months Ended | ||
Sep. 30, 2023 airport $ / shares | Dec. 31, 2022 $ / shares | Jun. 29, 2021 class_of_stock vote $ / shares | |
Class of Stock [Line Items] | |||
Number of airports | airport | 54 | ||
Number of classes of common stock issued | class_of_stock | 4 | ||
Percent of savings for holders | 0.85 | ||
Percent of savings for the company | 0.15 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Par value (in USD per share) | $ 0.00001 | $ 0.00001 | |
Number of votes for share | vote | 1 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Par value (in USD per share) | 0.00001 | 0.00001 | |
Number of votes for share | vote | 20 | ||
Common Class C | |||
Class of Stock [Line Items] | |||
Par value (in USD per share) | 0.00001 | 0.00001 | |
Number of votes for share | vote | 1 | ||
Common Class D | |||
Class of Stock [Line Items] | |||
Par value (in USD per share) | $ 0.00001 | $ 0.00001 | |
Number of votes for share | vote | 20 | ||
IPO | Common Class A | |||
Class of Stock [Line Items] | |||
Par value (in USD per share) | $ 0.00001 | ||
IPO | Common Class B | |||
Class of Stock [Line Items] | |||
Par value (in USD per share) | 0.00001 | ||
IPO | Common Class C | |||
Class of Stock [Line Items] | |||
Par value (in USD per share) | 0.00001 | ||
IPO | Common Class D | |||
Class of Stock [Line Items] | |||
Par value (in USD per share) | $ 0.00001 |
Business Combinations (Details)
Business Combinations (Details) $ in Thousands | Sep. 05, 2023 USD ($) tranche | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 29, 2021 USD ($) |
Business Acquisition [Line Items] | ||||
Goodwill | $ 62,757 | $ 58,807 | ||
Acquired intangibles - customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-live intangible assets useful life | 10 years 9 months 18 days | |||
Whyline, Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage acquired | 100% | |||
Contingent consideration, libaility | $ 0 | |||
Whyline, Inc. | Not Subject to Satisfaction of Service Based Criteria | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration arrangements | $ 3,333 | |||
Sora ID, Inc. | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 5,250 | |||
Business combination, consideration transferred, liabilities incurred | $ 1,500 | |||
Business combination, consideration transferred, number of tranches | tranche | 2 | |||
Goodwill | $ 3,950 | |||
Acquired intangible assets | $ 1,300 | |||
Business combination, contingent consideration arrangements, payment due, period | 1 year | |||
Acquisition-related costs | $ 500 | |||
Sora ID, Inc. | Acquired intangibles - customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-live intangible assets useful life | 3 years | |||
Sora ID, Inc. | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Finite-live intangible assets useful life | 5 years | |||
Sora ID, Inc. | Minimum | ||||
Business Acquisition [Line Items] | ||||
Business combination, deferred consideration arrangements, payable term | 15 months | |||
Sora ID, Inc. | Maximum | ||||
Business Acquisition [Line Items] | ||||
Business combination, deferred consideration arrangements, payable term | 30 months | |||
Sora ID, Inc. | Retention Bonus | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration arrangements | $ 4 | |||
Business combination, contingent consideration arrangements, payment due, period | 6 months | |||
Sora ID, Inc. | Post-combination Remuneration | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration arrangements | $ 9 | |||
Business combination, consideration transferred, number of tranches | tranche | 2 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 283,452 | |
Deferral of revenue | 504,926 | |
Recognition of deferred revenue | (436,487) | $ (305,147) |
Ending balance | $ 351,891 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Recognition of deferred revenue | $ 436,487 | $ 305,147 |
Refund liability | $ 4,432 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid software licenses | $ 10,596 | $ 9,362 | |
Coronavirus Aid, Relief, and Economic Security Act retention credit | 1,002 | 1,002 | $ 2,036 |
Prepaid insurance costs | 2,631 | 2,613 | |
Other current assets | 8,973 | 5,120 | |
Total | $ 23,202 | $ 18,097 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Coronavirus aid, relief, and economic security act retention credit | $ 1,002 | $ 1,002 | $ 2,036 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Contractual Maturities of Investments Classified as Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Due within 1 year | $ 500,274 | $ 549,213 |
Due after 1 year through 2 years | 172,770 | 116,597 |
Total marketable securities | $ 673,044 | $ 665,810 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 673,044 | $ 665,810 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 674,228 | 668,396 |
Gross Unrealized Gains | 1,831 | 524 |
Gross Unrealized Losses | (3,015) | (3,110) |
Fair Value | 673,044 | 665,810 |
Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 75,184 | 69,762 |
Gross Unrealized Gains | 0 | 4 |
Gross Unrealized Losses | (109) | (352) |
Fair Value | 75,075 | 69,414 |
Recurring | Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 243,697 | 218,980 |
Gross Unrealized Gains | 0 | 9 |
Gross Unrealized Losses | (2,016) | (1,310) |
Fair Value | 241,681 | 217,679 |
Recurring | Level 1 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 349,457 | 365,424 |
Gross Unrealized Gains | 1,831 | 511 |
Gross Unrealized Losses | (890) | (1,448) |
Fair Value | 350,398 | 364,487 |
Recurring | Net Asset Value (NAV) | Money market funds measured at NAV | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 5,890 | 14,230 |
Fair Value | $ 5,890 | $ 14,230 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | Sep. 30, 2023 USD ($) investment | Dec. 31, 2022 investment |
Fair Value Disclosures [Abstract] | ||
Continuous unrealized loss for 12 months or longer value. | $ | $ 53,195 | |
Continuous unrealized loss position from marketable securities | investment | 0 | 0 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 132,159 | $ 113,416 |
Less: accumulated depreciation | (66,358) | (55,492) |
Total property and equipment, net | 65,801 | 57,924 |
Internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 62,918 | 53,788 |
Internally developed software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation period in years | 3 years | |
Internally developed software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation period in years | 5 years | |
Acquired software | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation period in years | 3 years | |
Total property and equipment, cost | $ 6,539 | 6,536 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation period in years | 5 years | |
Total property and equipment, cost | $ 30,359 | 29,651 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 9,059 | 7,731 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation period in years | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation period in years | 15 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation period in years | 5 years | |
Total property and equipment, cost | $ 12,182 | 1,608 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 11,102 | $ 14,102 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation of property and equipment | $ 4,417 | $ 3,713 | $ 12,933 | $ 10,792 |
Capitalized costs associated with internally developed software | 3,273 | 9,129 | ||
Capitalized equity-based compensation | 401 | 1,154 | ||
Amortization expense | 2,612 | 1,999 | 6,764 | 5,471 |
Impairment of assets | 0 | 904 | 2,201 | 1,217 |
Purchase of fixed assets with accounts payable | 1,272 | 2,166 | 1,272 | 2,166 |
Purchase of fixed assets with accrued liabilities | $ 188 | $ 119 | $ 188 | $ 119 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 3,758 | $ 1,423 | $ 8,598 | $ 3,733 |
Impairment on ROU asset | 1,506 | |||
Sublease income | $ 444 | $ 1,123 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Abstract] | ||
Indefinite lived intangible assets | $ 310 | $ 310 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total intangible assets, cost | 27,533 | 25,653 |
Less: accumulated amortization | (5,846) | (3,361) |
Intangible assets, net | $ 21,687 | 22,292 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 20 years | |
Finite-lived intangible assets | $ 3,223 | 2,643 |
Acquired intangibles - technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 3 years | |
Finite-lived intangible assets | $ 5,130 | 4,300 |
Acquired intangibles - customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 10 years 9 months 18 days | |
Finite-lived intangible assets | $ 18,370 | 17,900 |
Acquired intangibles - brand names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life in Years | 5 years | |
Finite-lived intangible assets | $ 500 | $ 500 |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 843,000 | $ 816,000 | $ 2,483,000 | $ 2,450,000 |
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | $ 0 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||||
Restricted cash | $ 5,065 | $ 29,945 | ||
Letters of credit | $ 0 | 6,099 | ||
Bank Time Deposits | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted cash | $ 5,065 | 7,708 | ||
Letter of Credit | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted cash | $ 0 | $ 16,138 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Assets, Noncurrent [Abstract] | ||
Security deposits | $ 271 | $ 251 |
Loan fees | 231 | 70 |
Certificates of deposit | 459 | 459 |
Strategic investment | 6,000 | 0 |
Other long-term assets | 1,245 | 2,289 |
Other assets | $ 8,206 | $ 3,069 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Long Term Liabilities - Schedule of Accrued Liabilities and Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities | ||
Accrued compensation and benefits | $ 15,249 | $ 17,362 |
Accrued partnership liabilities | 52,355 | 71,195 |
Lease liability | 5,615 | 4,963 |
Other accrued liabilities | 39,087 | 12,550 |
Total | $ 112,306 | $ 106,070 |
Other Long Term Liabilities | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Total | Total |
Deferred tax liability | $ 1,887 | $ 2,435 |
Lease liability | 123,054 | 125,146 |
Other long term liabilities | 370 | 1,542 |
Total | $ 125,311 | $ 129,123 |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Long Term Liabilities - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Other accrued liabilities, vendor accurals | $ 16.4 | $ 8.1 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class of Warrant or Right [Line Items] | |||||
Warrants, aggregate intrinsic value, vested | $ 16,136 | ||||
Expenses related to warrants | $ 4,165 | $ 14,234 | $ 34,479 | $ 39,547 | |
Warrant | Exercisable for Alclear Units | |||||
Class of Warrant or Right [Line Items] | |||||
Expenses related to warrants | $ 0 | $ 58,820 | $ 623 | $ 58,941 | |
Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Unrecognized expense | $ 1,038 | ||||
Warrants, exercises in period (in shares) | 534,655 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding (Details) | Sep. 30, 2023 $ / shares shares |
Exercisable for Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Number of warrants/units (in shares) | shares | 99,399 |
Weighted-average exercise price (in USD per share) | $ / shares | $ 0.01 |
Weighted average Remaining Contractual Term (years) | 2 months 4 days |
Exercisable for Alclear Units | |
Class of Warrant or Right [Line Items] | |
Number of warrants/units (in shares) | shares | 773,934 |
Weighted-average exercise price (in USD per share) | $ / shares | $ 0.01 |
Weighted average Remaining Contractual Term (years) | 11 months 15 days |
Stockholder_s Equity - Narrativ
Stockholder’s Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Aug. 02, 2023 | May 09, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||
Repurchase and retirement of Class A Common Stock | $ 11,027 | $ 38,628 | $ 6,469 | $ 4,902 | ||||
Common stock, dividends declared (in USD per share) | $ 0.07 | $ 0.20 | ||||||
Non-controlling interest | ||||||||
Class of Stock [Line Items] | ||||||||
Repurchase and retirement of Class A Common Stock | $ 2,451 | $ 15,700 | $ (911) | $ (493) | ||||
Alclear Holdings LLC | Non-controlling interest | ||||||||
Class of Stock [Line Items] | ||||||||
Ownership percentage | 40.03% | 40.03% | 42.02% | |||||
Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Repurchased and retirement of equity (in shares) | 2,325,195 | |||||||
Repurchase and retirement of Class A Common Stock | $ 56,124 | |||||||
Average price paid per share (in USD per share) | $ 24.12 | |||||||
Remaining authorized repurchase amount | $ 38,972 | $ 38,972 | ||||||
Stock issued during period (in shares) | 10,928,652 | |||||||
Common Class A | Non-controlling Interest Exchange | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period (in shares) | 3,514,275 |
Stockholder_s Equity - Schedule
Stockholder’s Equity - Schedule of Noncontrolling Interest Ownership (Details) - Non-controlling interest - Alclear Holdings LLC - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Alclear units (in shares) | 60,573,379 | |
Ownership percentage | 40.03% | 42.02% |
Alclear Units held by Alclear post-reorganization members (other than the Co-Founders and Clear Secure, Inc.) | ||
Class of Stock [Line Items] | ||
Alclear units (in shares) | 34,776,689 | |
Ownership percentage | 22.98% | |
Alclear Units held by the Co-Founders | ||
Class of Stock [Line Items] | ||
Alclear units (in shares) | 25,796,690 | |
Ownership percentage | 17.05% |
Incentive Plans - Narrative (De
Incentive Plans - Narrative (Details) | 1 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Jun. 29, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, conversion price (in USD per share) | $ / shares | $ 31 | |||
Additional compensation expense due to substitution of awards | $ 0 | |||
RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award requisite service period (in years) | 3 years | |||
Unrecognized expense | $ 1,000 | |||
Award vesting period (in years) | 1 month 2 days | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award requisite service period (in years) | 3 years | |||
Unrecognized expense | $ 68,354,000 | |||
Period for recognition (in years) | 2 years 1 month 24 days | |||
Founder PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized expense | $ 13,156,000 | |||
Award vesting period (in years) | 5 years | |||
Period for recognition (in years) | 8 months 8 days | |||
Expected volatility rate | 45% | |||
Price volatility measurement period (in days) | 180 days | |||
Granted (in shares) | shares | 4,208,617 | |||
Granted (in USD per share) | $ / shares | $ 16.54 | |||
2021 Omnibus Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | shares | 20,000,000 | |||
Percent increase in authorized shares | 0.05 | |||
Maximum percentage of outstanding stock | 12% |
Incentive Plans - Schedule of C
Incentive Plans - Schedule of Compensation Expense Related to the RSAs and RSUs (Details) - Common Class A - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
RSAs | ||
Number of shares | ||
Unvested balance, beginning of period (in shares) | 236,279 | |
Granted (in shares) | 0 | |
Vested (in shares) | (225,502) | |
Forfeited (in shares) | (3,079) | |
Unvested balance, end of period (in shares) | 7,698 | |
Weighted- Average Grant-Date Fair Value | ||
Unvested balance, beginning of period (in USD per share) | $ 0.87 | $ 0.87 |
Granted (in USD per share) | 0 | |
Vested (in USD per share) | 0.87 | |
Forfeited (in USD per share) | 0.87 | |
Unvested balance, end of period (in USD per share) | $ 0.87 | |
RSUs | ||
Number of shares | ||
Unvested balance, beginning of period (in shares) | 4,125,596 | |
Granted (in shares) | 2,408,038 | |
Vested (in shares) | (558,711) | |
Forfeited (in shares) | (1,482,580) | |
Unvested balance, end of period (in shares) | 4,492,343 | |
Weighted- Average Grant-Date Fair Value | ||
Unvested balance, beginning of period (in USD per share) | $ 25.45 | $ 27.88 |
Granted (in USD per share) | 24.33 | |
Vested (in USD per share) | 26.65 | |
Forfeited (in USD per share) | 29.93 | |
Unvested balance, end of period (in USD per share) | $ 25.45 |
Incentive Plans - Schedule of_2
Incentive Plans - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | $ 4,165 | $ 14,234 | $ 34,479 | $ 39,547 |
Cost of direct salaries and benefits | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 229 | 21 | 445 | 158 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | (3,583) | 3,928 | 6,813 | 10,359 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 435 | 40 | 466 | 188 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 7,084 | 10,245 | 26,755 | 28,842 |
RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 1 | 79 | 10 | 236 |
RSAs | Cost of direct salaries and benefits | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 0 | 1 | 0 | 4 |
RSAs | Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 1 | 36 | 4 | 117 |
RSAs | Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 0 | 0 | 0 | 1 |
RSAs | General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 0 | 42 | 6 | 114 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 448 | 7,525 | 17,710 | 19,638 |
RSUs | Cost of direct salaries and benefits | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 229 | 21 | 445 | 153 |
RSUs | Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | (3,584) | 3,891 | 6,808 | 10,242 |
RSUs | Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 435 | 40 | 466 | 186 |
RSUs | General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 3,368 | 3,573 | 9,991 | 9,057 |
Founder PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | $ 3,716 | $ 6,630 | $ 16,759 | $ 19,673 |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Basic: | ||||
Net income (loss) attributable to Clear Secure, Inc. | $ 15,346 | $ (36,764) | $ 14,133 | $ (54,246) |
Common Class A | ||||
Basic: | ||||
Net income (loss) attributable to Clear Secure, Inc. | $ 15,192 | $ (36,315) | $ 13,991 | $ (53,549) |
Weighted-average number of shares outstanding, basic (in shares) | 89,189,192 | 82,037,118 | 89,436,795 | 79,238,069 |
Weighted-average vested warrants (in shares) | 0 | 389,368 | 0 | 289,415 |
Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic (in shares) | 89,189,192 | 82,426,486 | 89,436,795 | 79,527,484 |
Net income (loss) per common share, basic (in USD per share) | $ 0.17 | $ (0.44) | $ 0.16 | $ (0.67) |
Diluted: | ||||
Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, basic | $ 15,192 | $ (36,315) | $ 13,991 | $ (53,549) |
Add: reallocation of net income (loss) to Clear Secure, Inc. to reflect dilutive impact | 29 | 0 | (21) | 0 |
Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, diluted | $ 15,221 | $ (36,315) | $ 13,970 | $ (53,549) |
Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic (in shares) | 89,189,192 | 82,426,486 | 89,436,795 | 79,527,484 |
Effect of dilutive shares (in shares) | 779,363 | 0 | 1,066,367 | 0 |
Weighted-average number of shares outstanding, diluted (in shares) | 89,968,555 | 82,426,486 | 90,503,162 | 79,527,484 |
Net income (loss) per common share, diluted (in USD per share) | $ 0.17 | $ (0.44) | $ 0.15 | $ (0.67) |
Common Class B | ||||
Basic: | ||||
Net income (loss) attributable to Clear Secure, Inc. | $ 154 | $ (449) | $ 142 | $ (697) |
Weighted-average number of shares outstanding, basic (in shares) | 907,234 | 1,022,669 | 907,234 | 1,035,641 |
Weighted-average vested warrants (in shares) | 0 | 0 | 0 | 0 |
Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic (in shares) | 907,234 | 1,022,669 | 907,234 | 1,035,641 |
Net income (loss) per common share, basic (in USD per share) | $ 0.17 | $ (0.44) | $ 0.16 | $ (0.67) |
Diluted: | ||||
Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, basic | $ 154 | $ (449) | $ 142 | $ (697) |
Add: reallocation of net income (loss) to Clear Secure, Inc. to reflect dilutive impact | (1) | 0 | (2) | 0 |
Net income (loss) attributable to Clear Secure, Inc. used to calculate net loss per common share, diluted | $ 153 | $ (449) | $ 140 | $ (697) |
Weighted-average number of shares outstanding used to calculate net income (loss) per common share, basic (in shares) | 907,234 | 1,022,669 | 907,234 | 1,035,641 |
Effect of dilutive shares (in shares) | 0 | 0 | 0 | 0 |
Weighted-average number of shares outstanding, diluted (in shares) | 907,234 | 1,022,669 | 907,234 | 1,035,641 |
Net income (loss) per common share, diluted (in USD per share) | $ 0.17 | $ (0.44) | $ 0.15 | $ (0.67) |
Net Income (Loss) per Common _4
Net Income (Loss) per Common Share - Schedule of Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 5,148,480 | 5,148,480 | ||
Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 35,369,086 | 43,523,394 | 35,369,086 | 43,523,394 |
Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 25,796,690 | 26,705,315 | 25,796,690 | 26,705,315 |
Exchangeable Alclear Units | Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 34,776,689 | 40,040,483 | 34,776,689 | 40,040,483 |
Exchangeable Alclear Units | Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 25,796,690 | 26,705,315 | 25,796,690 | 26,705,315 |
RSA’s | Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 0 | 313,689 | 0 | 313,689 |
RSA’s | Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 0 | 0 | 0 | 0 |
RSU’s | Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 592,397 | 3,169,222 | 592,397 | 3,169,222 |
RSU’s | Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 0 | 0 | 0 | 0 |
Net Income (Loss) per Common _5
Net Income (Loss) per Common Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Earnings Per Share [Abstract] | ||
Dilutive shares (in shares) | 5,148,480 | 5,148,480 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense (benefit) | $ 754 | $ (536) | $ 846 | $ (381) |
Pretax income (loss) | $ 27,617 | $ (66,095) | $ 27,470 | $ (97,057) |
Effective income tax rate | 2.70% | 0.80% | 3.10% | 0.40% |
Income taxes paid | $ 411 | $ 960 | ||
Uncertain tax positions | 0 | $ 0 | ||
Percent of savings for holders | 0.85 | |||
Percent of savings for the company | 0.15 | |||
Tax receivable liabilities | 74,560 | $ 74,560 | ||
Alclear Holdings LLC | ||||
Operating Loss Carryforwards [Line Items] | ||||
Payments of tax distributions | 13,255 | |||
Tax distribution liability | $ 13,718 | $ 13,718 | ||
Common Class A | ||||
Operating Loss Carryforwards [Line Items] | ||||
Repurchased of equity (in shares) | 2,325,195 | |||
Issuance of stock, net of costs (in shares) | 10,928,652 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Long-term Purchase Commitment [Line Items] | ||||
Long-term purchase commitment, amount | $ 240 | |||
Long-term purchase commitment, period | 2 years | |||
Marketing expense | $ 1,310 | $ 1,318 | $ 3,970 | $ 3,298 |
Sales and marketing | ||||
Long-term Purchase Commitment [Line Items] | ||||
Long-term purchase commitment, amount | $ 8,871 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payment (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 5,948 |
2024 | 15,628 |
2025 | 10,308 |
2026 | 3,078 |
2027 | 2,294 |
Thereafter | 1,707 |
Total | $ 38,963 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Cost of revenue share fee | $ 22,885 | $ 14,743 | $ 63,674 | $ 39,198 | |
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable | 4,262 | 4,262 | $ 2,836 | ||
Cost of revenue share fee | $ 3,523 | $ 2,195 | $ 9,188 | $ 5,780 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Discretionary contribution amount | $ 422 | $ 161 | $ 1,817 | $ 1,146 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | ||
Apr. 30, 2021 | Mar. 31, 2020 | Sep. 30, 2023 | |
Line of Credit Facility [Line Items] | |||
Debt issuance costs, gross | $ 396,000 | ||
Prepaid loan fees | 487,000 | ||
Remaining borrowing capacity | 74,000,000 | ||
Revolving credit facility | Credit Agreement April 2021 | |||
Line of Credit Facility [Line Items] | |||
Long-term line of credit | 0 | ||
Revolving credit facility | Line of credit | Credit Agreement March 30, 2020 | |||
Line of Credit Facility [Line Items] | |||
Debt instrument term (in years) | 3 years | ||
Maximum borrowing capacity | $ 50,000,000 | ||
Long-term line of credit | $ 0 | ||
Revolving credit facility | Line of credit | Credit Agreement April 2021 | |||
Line of Credit Facility [Line Items] | |||
Debt instrument term (in years) | 3 years | ||
Maximum borrowing capacity | $ 100,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Nov. 08, 2023 | Aug. 02, 2023 | May 09, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Oct. 31, 2023 | |
Subsequent Event [Line Items] | ||||||||||
Common stock, dividends declared (in USD per share) | $ 0.07 | $ 0.20 | ||||||||
Stock repurchased and retired value | $ 11,027 | $ 38,628 | $ 6,469 | $ 4,902 | ||||||
Forecast | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock repurchased and retired value | $ 10,500 | |||||||||
Subsequent Event | Employee Severance and One-time Termination Benefits | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Non-recurring cash severance expenses and other termination benefits | $ 2,200 | |||||||||
Common Class A | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Remaining authorized repurchase amount | $ 38,972 | $ 38,972 | ||||||||
Stock repurchased and retired value | $ 56,124 | |||||||||
Repurchased and retirement of equity (in shares) | 2,325,195 | |||||||||
Average price paid per share (in USD per share) | $ 24.12 | |||||||||
Common Class A | Forecast | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Repurchased and retirement of equity (in shares) | 625,000 | |||||||||
Average price paid per share (in USD per share) | $ 16.77 | |||||||||
Common Class A | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, dividends declared (in USD per share) | $ 0.09 | |||||||||
Common stock, special dividends declared (in USD per share) | $ 0.55 | |||||||||
Stock repurchase program authorized amount increase | $ 100,000 | |||||||||
Remaining authorized repurchase amount | $ 128,000 | |||||||||
Common Class B | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, dividends declared (in USD per share) | $ 0.09 | |||||||||
Common stock, special dividends declared (in USD per share) | $ 0.55 |