Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 | 65 East 55th Street | |
Entity Address, Address Line Two | 17th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
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 | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
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 | 85,622,383 | |
Class B Common Stock par value $0.00001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 942,234 | |
Class C Common Stock par value $0.00001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 39,527,216 | |
Class D Common Stock par value $0.00001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 26,337,514 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 329,077 | $ 280,107 |
Accounts receivable | 2,102 | 5,331 |
Marketable securities | 342,310 | 335,228 |
Prepaid revenue share fee | 16,010 | 10,272 |
Prepaid expenses and other current assets | 16,985 | 22,140 |
Total current assets | 706,484 | 653,078 |
Property and equipment, net | 56,053 | 44,522 |
Right of use asset, net | 18,006 | 0 |
Intangible assets, net | 23,048 | 22,933 |
Goodwill | 58,807 | 59,792 |
Restricted cash | 29,333 | 29,019 |
Other assets | 3,060 | 3,406 |
Total assets | 894,791 | 812,750 |
Current liabilities: | ||
Accounts payable | 8,793 | 8,808 |
Accrued liabilities | 76,062 | 67,220 |
Deferred revenue | 255,729 | 188,563 |
Total current liabilities | 340,584 | 264,591 |
Other long term liabilities | 23,887 | 8,691 |
Total liabilities | 364,471 | 273,282 |
Commitments and contingencies (Note 19) | ||
Accumulated other comprehensive loss | (1,836) | (103) |
Treasury stock at cost, 189,375 shares as of September 30, 2022 | 0 | 0 |
Accumulated deficit | (90,471) | (36,130) |
Additional paid-in capital | 383,974 | 313,845 |
Total stockholders’ equity attributable to Clear Secure, Inc. | 291,668 | 277,613 |
Non-controlling interest | 238,652 | 261,855 |
Total stockholders’ equity | 530,320 | 539,468 |
Total liabilities and stockholders’ equity | 894,791 | 812,750 |
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) | Sep. 30, 2022 $ / shares shares |
Treasury stock (in shares) | 189,375 |
Class A Common Stock par value $0.00001 per share | |
Par value (in USD per share) | $ / shares | $ 0.00001 |
Shares authorized (in shares) | 1,000,000,000 |
Shares issued (in shares) | 83,158,756 |
Shares outstanding (in shares) | 82,969,381 |
Class B Common Stock par value $0.00001 per share | |
Par value (in USD per share) | $ / shares | $ 0.00001 |
Shares authorized (in shares) | 100,000,000 |
Shares issued (in shares) | 942,234 |
Shares outstanding (in shares) | 942,234 |
Class C Common Stock par value $0.00001 per share | |
Par value (in USD per share) | $ / shares | $ 0.00001 |
Shares authorized (in shares) | 200,000,000 |
Shares issued (in shares) | 39,875,682 |
Shares outstanding (in shares) | 39,875,682 |
Class D Common Stock par value $0.00001 per share | |
Par value (in USD per share) | $ / shares | $ 0.00001 |
Shares authorized (in shares) | 100,000,000 |
Shares issued (in shares) | 26,337,514 |
Shares outstanding (in shares) | 26,337,514 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 115,919 | $ 67,558 | $ 309,181 | $ 173,294 |
Operating expenses: | ||||
Cost of revenue share fee | 14,743 | 9,926 | 39,198 | 25,995 |
Cost of direct salaries and benefits | 26,918 | 18,128 | 75,211 | 46,113 |
Research and development | 16,508 | 13,347 | 46,353 | 33,293 |
Sales and marketing | 10,530 | 9,949 | 29,721 | 25,806 |
General and administrative | 108,389 | 44,816 | 202,508 | 116,290 |
Depreciation and amortization | 4,531 | 3,988 | 13,243 | 9,190 |
Operating loss | (65,700) | (32,596) | (97,053) | (83,393) |
Other income (expense): | ||||
Interest income (expense), net | 1,636 | (120) | 1,830 | (333) |
Other income (expense), net | (2,031) | (11) | (1,834) | (11) |
Loss before tax | (66,095) | (32,727) | (97,057) | (83,737) |
Income tax benefit (expense) | 536 | (60) | 381 | (277) |
Net loss | (65,559) | (32,787) | (96,676) | (84,014) |
Less: net loss attributable to non-controlling interests | (28,795) | (15,872) | (42,430) | (65,095) |
Net loss attributable to Clear Secure, Inc. | (36,764) | (16,915) | (54,246) | (18,919) |
Common Class A | ||||
Other income (expense): | ||||
Net loss attributable to Clear Secure, Inc. | $ (36,315) | $ (16,675) | $ (53,549) | $ (18,650) |
Net loss per share of Class A Common Stock and Class B Common Stock (Note 17) | ||||
Net loss per common share, basic (in USD per share) | $ (0.44) | $ (0.23) | $ (0.67) | $ (0.26) |
Net loss per common share, diluted (in USD per share) | $ (0.44) | $ (0.23) | $ (0.67) | $ (0.26) |
Weighted-average number of shares outstanding, Basic (in shares) | 82,426,486 | 72,285,100 | 79,527,484 | 72,124,741 |
Weighted-average number of shares outstanding, Diluted (in shares) | 82,426,486 | 72,285,100 | 79,527,484 | 72,124,741 |
Common Class B | ||||
Other income (expense): | ||||
Net loss attributable to Clear Secure, Inc. | $ (449) | $ (240) | $ (697) | $ (269) |
Net loss per share of Class A Common Stock and Class B Common Stock (Note 17) | ||||
Net loss per common share, basic (in USD per share) | $ (0.44) | $ (0.23) | $ (0.67) | $ (0.26) |
Net loss per common share, diluted (in USD per share) | $ (0.44) | $ (0.23) | $ (0.67) | $ (0.26) |
Weighted-average number of shares outstanding, Basic (in shares) | 1,022,669 | 1,042,234 | 1,035,641 | 1,042,234 |
Weighted-average number of shares outstanding, Diluted (in shares) | 1,022,669 | 1,042,234 | 1,035,641 | 1,042,234 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (65,559) | $ (32,787) | $ (96,676) | $ (84,014) |
Other comprehensive loss | ||||
Foreign currency translation | 23 | 15 | (101) | 18 |
Unrealized loss on fair value of marketable securities | (1,359) | (108) | (3,110) | (80) |
Total other comprehensive loss | (1,336) | (93) | (3,211) | (62) |
Comprehensive loss | (66,895) | (32,880) | (99,887) | (84,076) |
Less: comprehensive loss attributable to non-controlling interests | (29,390) | (15,917) | (43,907) | (65,109) |
Comprehensive loss attributable to Clear Secure, Inc. | $ (37,505) | $ (16,963) | $ (55,980) | $ (18,967) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CAPITAL UNITS AND STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | RSU | Common Class A | Common Class B | Common Class C | Common Class D | Capital Units | Profit Units [Member] | Total stockholders’ equity attributable to Clear Secure, Inc. | Total stockholders’ equity attributable to Clear Secure, Inc. RSU | Total stockholders’ equity attributable to Clear Secure, Inc. Capital Units | Total stockholders’ equity attributable to Clear Secure, Inc. Profit Units [Member] | Common Stock Common Class A | Common Stock Common Class B | Common Stock Common Class C | Common Stock Common Class D | Additional paid in capital | Additional paid in capital RSU | Profit Units | Profit Units Profit Units [Member] | Accumulated other comprehensive income (loss) | Treasury Stock | Treasury Stock RSU | Accumulated deficit | Accumulated deficit Capital Units | Accumulated deficit Profit Units [Member] | Non-Controlling Interest | Non-Controlling Interest RSU |
Beginning balance at Dec. 31, 2020 | $ 569,251 | |||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||
Issuance of member units, net of costs | 81,567 | |||||||||||||||||||||||||||
Repurchase and retirement of capital units | $ 439 | |||||||||||||||||||||||||||
Warrant expense | 281 | |||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 650,660 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 1,868,322 | |||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 7,846 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (486,896) | $ (486,896) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 27 | $ 0 | $ (494,769) | $ 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net loss | (13,128) | (13,128) | (13,128) | |||||||||||||||||||||||||
Other comprehensive income (loss) | 25 | 25 | 25 | |||||||||||||||||||||||||
Equity-based compensation expense, net of forfeitures | 327 | 327 | $ 327 | |||||||||||||||||||||||||
Repurchase, forfeitures and retirement of profit units (in shares) | 71,247 | |||||||||||||||||||||||||||
Repurchase, forfeitures and retirement of profit units | $ 3,005 | $ 8,302 | $ 3,005 | $ 8,302 | $ 56 | $ 3,005 | $ 8,246 | |||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 1,797,075 | |||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 8,117 | |||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | (510,979) | (510,979) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 52 | 0 | (519,148) | 0 | |||||||||||||||||
Beginning balance at Dec. 31, 2020 | 569,251 | |||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 0 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 1,868,322 | |||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 7,846 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (486,896) | (486,896) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 27 | 0 | (494,769) | 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net loss | (84,014) | |||||||||||||||||||||||||||
Other comprehensive income (loss) | (62) | |||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | |||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 74,420,306 | 1,042,234 | 44,598,167 | 26,709,821 | ||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 554,981 | 286,284 | $ 1 | $ 0 | $ 0 | $ 0 | 305,307 | (48) | 0 | (18,976) | 268,697 | |||||||||||||||||
Beginning balance at Mar. 31, 2021 | 650,660 | |||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||
Warrant expense | 819 | |||||||||||||||||||||||||||
Exercise of warrants prior to the reorganization transaction | 34,224 | |||||||||||||||||||||||||||
Effect of reorganization transaction | (685,703) | |||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 0 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 1,797,075 | |||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | $ 8,117 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | (510,979) | (510,979) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 52 | 0 | (519,148) | 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Other comprehensive income (loss) | 6 | 6 | ||||||||||||||||||||||||||
Equity-based compensation expense, net of forfeitures (in shares) | 26,925 | |||||||||||||||||||||||||||
Equity-based compensation expense, net of forfeitures | 4,253 | 2,139 | 1,786 | $ 353 | 2,114 | |||||||||||||||||||||||
Tax distribution to members | 4,018 | 4,018 | 4,018 | |||||||||||||||||||||||||
Effect of reorganization transaction (in shares) | (59,240,306) | (1,042,234) | 1,770,150 | |||||||||||||||||||||||||
Effect of reorganization transaction | 685,703 | 611,223 | $ 1 | 62,858 | $ (8,470) | (52) | 556,886 | 74,480 | ||||||||||||||||||||
Issuance of stock, net of costs (in shares) | 44,598,167 | 26,709,821 | ||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | |||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 0 | |||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 59,240,306 | 1,042,234 | 44,598,167 | 26,709,821 | ||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 136,866 | 62,641 | $ 1 | $ 0 | $ 0 | $ 0 | 64,644 | 0 | 0 | (2,004) | 74,225 | |||||||||||||||||
Ending balance at Sep. 30, 2021 | 0 | |||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net loss | (32,787) | (16,915) | (16,915) | (15,872) | ||||||||||||||||||||||||
Other comprehensive income (loss) | (93) | (48) | (48) | (45) | ||||||||||||||||||||||||
Equity-based compensation expense, net of forfeitures | 12,629 | 6,569 | 6,569 | 6,060 | ||||||||||||||||||||||||
Tax distribution to members | 111 | 57 | 57 | 54 | ||||||||||||||||||||||||
Warrant expense | 1,509 | 778 | 778 | 731 | ||||||||||||||||||||||||
Issuance of stock, net of costs (in shares) | 15,180,000 | |||||||||||||||||||||||||||
Issuance of stock, net of costs | 436,968 | 233,316 | 233,316 | 203,652 | ||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | |||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 74,420,306 | 1,042,234 | 44,598,167 | 26,709,821 | ||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 554,981 | 286,284 | $ 1 | $ 0 | $ 0 | $ 0 | 305,307 | (48) | $ 0 | (18,976) | 268,697 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 76,393,256 | 1,042,234 | 44,598,167 | 26,709,821 | ||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 223,069 | |||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 539,468 | 277,613 | $ 1 | $ 0 | $ 0 | $ 0 | 313,845 | (103) | $ 0 | (36,130) | 261,855 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net 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 | ||||||||||||||||||||||||
Exchange of shares (in shares) | (1,025,318) | (1,020,812) | (4,506) | |||||||||||||||||||||||||
Exchange of shares | 0 | 2,606 | 2,606 | (2,606) | ||||||||||||||||||||||||
Exercise of warrants (in shares) | 1,207,931 | |||||||||||||||||||||||||||
Exercise of warrants | 0 | 3,070 | 3,070 | (3,070) | ||||||||||||||||||||||||
IPO expenses | (297) | (156) | (156) | (141) | ||||||||||||||||||||||||
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 (in shares) at Dec. 31, 2021 | 223,069 | |||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 539,468 | 277,613 | $ 1 | $ 0 | $ 0 | $ 0 | 313,845 | (103) | $ 0 | (36,130) | 261,855 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net loss | (96,676) | |||||||||||||||||||||||||||
Other comprehensive income (loss) | (3,211) | |||||||||||||||||||||||||||
Conversion of shares (in shares) | 5,094,792 | |||||||||||||||||||||||||||
Repurchase, forfeitures and retirement of profit units (in shares) | (213,100) | |||||||||||||||||||||||||||
Repurchase, forfeitures and retirement of profit units | $ (4,902) | |||||||||||||||||||||||||||
Issuance of stock, net of costs (in shares) | 5,094,792 | 372,307 | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 82,969,381 | 942,234 | 39,875,682 | 26,337,514 | 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 (in shares) at Mar. 31, 2022 | 283,418 | |||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 532,416 | 279,638 | $ 1 | $ 0 | $ 0 | $ 0 | 326,767 | (673) | $ 0 | (46,457) | 252,778 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net 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) | ||||||||||||||||||||||||
Tax distribution to members | (49) | (27) | (27) | (22) | ||||||||||||||||||||||||
Warrant expense | 51 | 28 | 28 | 23 | ||||||||||||||||||||||||
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 | (53,639) | 241,378 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net 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) | ||||||||||||||||||||||||
Tax distribution to members | $ (122) | (68) | (68) | (54) | ||||||||||||||||||||||||
Warrant expense | 58,820 | 32,603 | 32,603 | 26,217 | ||||||||||||||||||||||||
Conversion of shares (in shares) | 100,000 | (100,000) | ||||||||||||||||||||||||||
Exchange of shares (in shares) | (922,801) | (555,000) | (367,801) | |||||||||||||||||||||||||
Exchange of shares | 0 | 2,135 | 2,135 | (2,135) | ||||||||||||||||||||||||
Exercise of warrants (in shares) | 534,655 | |||||||||||||||||||||||||||
Exercise of warrants | 0 | 1,237 | 1,237 | (1,237) | ||||||||||||||||||||||||
Repurchase, forfeitures and retirement of profit units (in shares) | 213,100 | |||||||||||||||||||||||||||
Repurchase, forfeitures and retirement of profit units | 4,902 | 5,395 | 5,395 | (493) | ||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 82,969,381 | 942,234 | 39,875,682 | 26,337,514 | 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 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (96,676) | $ (84,014) |
Adjustments to reconcile net loss to net cash provided from operating activities: | ||
Depreciation on property and equipment | 10,792 | 9,179 |
Amortization on intangible assets | 2,450 | 11 |
Noncash lease expense | 2,245 | 0 |
Impairment of assets | 1,217 | 0 |
Equity-based compensation | 98,488 | 20,642 |
Warrant liabilities | 0 | 12,796 |
Deferred income tax expense (benefit) | (593) | 0 |
Amortization of revolver loan costs | 598 | 558 |
Premium amortization and (discount accretion), net on marketable securities | (104) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,229 | (3,009) |
Prepaid expenses and other assets | 3,138 | (3,818) |
Prepaid revenue share fee | (5,738) | (3,445) |
Accounts payable | (771) | 2,796 |
Accrued and other long term liabilities | 6,434 | 28,615 |
Deferred revenue | 67,166 | 58,047 |
Operating lease liabilities | (2,845) | 0 |
Deferred rent | 0 | (381) |
Net cash provided by operating activities | 89,030 | 37,977 |
Cash flows from investing activities: | ||
Purchases of marketable securities | (581,263) | (689,789) |
Sales of marketable securities | 572,784 | 392,066 |
Purchases of property and equipment | (23,073) | (22,042) |
Purchase of intangible assets | (336) | (713) |
Net cash used in investing activities | (31,888) | (320,478) |
Cash flows from financing activities: | ||
Repurchase of Class A Common Stock/members’ deficit | (4,902) | (11,744) |
Distribution to members | (171) | (4,128) |
Proceeds from issuance of members’ deficit, net of cost | 0 | 80,277 |
Issuance of warrants | 0 | 289 |
Payment of taxes on net settled stock-based awards | (2,381) | 0 |
Proceeds from the exercise of warrants | 0 | 2,575 |
IPO Proceeds, net of underwriter fees and payment of issuance costs | (297) | 437,494 |
Payment of revolver loan costs | 0 | (718) |
Net cash (used in) provided by financing activities | (7,751) | 504,045 |
Net increase in cash, cash equivalents, and restricted cash | 49,391 | 221,544 |
Cash, cash equivalents, and restricted cash, beginning of period | 309,126 | 139,082 |
Exchange rate effect on cash and cash equivalents, and restricted cash | (107) | 0 |
Cash, cash equivalents, and restricted cash, end of period | $ 358,410 | $ 360,626 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 329,077 | $ 337,791 |
Restricted cash | 29,333 | 22,835 |
Total cash, cash equivalents, and restricted cash | $ 358,410 | $ 360,626 |
Description of Business and Rec
Description of Business and Recent Accounting Developments | 9 Months Ended |
Sep. 30, 2022 | |
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 Amended and Restated Operating Agreement dated June 29, 2021 (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 46 airports; the flagship CLEAR App including Home to Gate and Health Pass; and Reserve powered by CLEAR, our virtual queuing technology that enables customers to manage lines. CLEAR also has software development kits (“SDK”), and application programming interface (“API”) capabilities to enable our partners to seamlessly integrate directly into our platform to enable better, faster and more frictionless experiences for our partners' customers. Use cases enabled by SDKs and APIs may include identity validation, identity verification, attribute validation such as age validation, vaccine status and payment, among others. 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, 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, 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, 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. On July 2, 2021, the Company completed the IPO of its Class A Common Stock. In the IPO, the Company sold an aggregate of 15,180,000 shares of Class A Common Stock, $0.00001 par value per share, at an offering price of $31 per share including as a result of the underwriters exercising their option to purchase up to 1,980,000 shares of Class A Common Stock. As a result, Clear Secure, Inc. received net proceeds from the IPO of approximately $445,875 after deducting underwriting discounts and commissions. As a result of the IPO, the Company contributed the net IPO proceeds to Alclear in exchange for 15,180,000 Alclear Units. For the nine months ended September 30, 2022, and the year ended December 31, 2021, the Company incurred $297 and $9,038 of issuance related costs as a result of the IPO, respectively, that were recorded within additional paid in capital within the condensed consolidated balance sheets. Recently Adopted Accounting Pronouncements Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies, until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Leases As of January 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02) on a modified retrospective basis with respect to all lease arrangements that existed as of the adoption date. Refer to Note 8 for further details. Current Expected Credit Losses As of January 1, 2022, the Company adopted, ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). There was no significant impact within the condensed consolidated financial statements as a result of adoption. Other Recent Accounting Pronouncements Adopted and New Standards and Interpretations Not Yet Effective Other than the items discussed above, there are no standards issued by the FASB and adopted by the Company effective as of January 1, 2022 that had a material impact on the Company’s condensed consolidated financial statements. Additionally, other than disclosed below, there are no standards that are not yet effective that are expected to have a material impact on the Company’s condensed consolidated financial statements. Business Combinations In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 addresses inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. ASU 2021-08 requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts, in accordance with Topic 606, Revenue from Contracts with Customers. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption of the amendments is permitted and an entity that early adopts should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company does not anticipate a material impact of this standard on its condensed consolidated financial statements. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and 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 (the “Form 10-K). Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the financial statements and the accompanying disclosures, including the vesting of share-based and other deferred compensation plan awards. Although these estimates are based on management’s knowledge of current events and actions that the Company may undertake in the future, actual results may differ materially from the estimates. Intercompany transactions and balances are eliminated upon consolidation. The Company has one operating and reportable segment, which includes the operations of the businesses acquired during the year ended December 31, 2021. Items included in the financial statements of each of the Company’s consolidated entities are measured using the currency of the primary economic environment in which the entity operates. The condensed consolidated financial statements are presented in US Dollars, which is the Company’s reporting currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at period-end exchange rates are recognized in other income (expense), net within the condensed consolidated statement of operations. The results and financial position of all the Company entities that have a functional currency different from the Company's reporting currency are translated into US Dollars as follows: •Assets and liabilities are translated at the closing rate at the reporting date; •Income and expenses for each statement of operation are translated at average exchange rates; and •All resulting exchange differences are recognized in other comprehensive loss. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations During the year ended December 31, 2021, the Company completed two acquisitions, which are described further below. Both acquisitions were accounted for as business combinations. The goodwill for both acquisitions represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including expected future synergies and technical expertise of the acquired workforce For both acquisitions, the intangible assets acquired primarily relate to existing technology, customer relationships and brand names. The useful life of these intangible assets range from 3-11 years. The Company valued the intangible assets using the relief from royalty method and the multi-period excess earnings method, both under the income approach. For both acquisitions, 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. As a result of the acquisitions, the Company recognized $1,391 of acquisition-related costs during the year ended December 31, 2021, which are recorded in general and administrative within the condensed consolidated statement of operations. Revenues and operating loss related to these acquisitions for the three months and nine months ended September 30, 2022 were not material to the condensed consolidated financial statements. Refer below for additional details on the acquisitions. Whyline, Inc. 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 . The cash consideration of $67,500 was transferred upon closing, and there was an estimated contingent consideration of $100. The acquisition was accounted for as a business combination. In the Company’s preliminary allocation of the purchase consideration, $54,792 was initially recorded as goodwill, $16,601 as acquired intangible assets, $3,792 as net deferred tax liabilities and $99 as net operating assets on the condensed consolidated balance sheets. None of the goodwill recognized is expected to be deductible for tax purposes. During the three months ended March 31, 2022, and in accordance with the election described above, the Company recorded a $1,411 decrease to goodwill, a $2,100 increase to acquired intangible assets and a $689 increase to deferred tax liabilities. The Company did not record any such adjustments for the three months ended June 30, 2022. During the three months ended September 30, 2022, the Company recorded an increase of $427 to deferred tax liabilities and goodwill. Subsequently, the Company finalized the accounting for the acquisition within the measurement period. 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 and remuneration for post-combination services (collectively referred to as the “Earn-Out”). The first tranche will be settled upon the achievement of specified operating metrics during the twelve month period ended December 31, 2022. The second tranche 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 $6,666, which is not subject to the satisfaction of service based criteria. For remuneration for post-combination services, there is a maximum settlement of $13,334 that is based on performance and service based criteria being met; portions of these amounts will automatically be forfeited if the employment of specified individuals terminates prior to the end of the Earn-Out period. To the extent probable, the post-combination remuneration amount is allocated evenly to the 2022 operating metrics and 2023 operating metrics targets. The Company has not recorded any compensation expense for three months and nine months ended September 30, 2022 as there was no material change in the original assumptions. The estimated fair value of the contingent consideration is determined using an option pricing model and is based upon available information and certain assumptions, known as of the reporting date, which management believes are reasonable. Any differences in the actual contingent consideration liability compared to the fair value as of the previous reporting date will be recorded within general and administrative within the condensed consolidated statements of operations. The Company has not recorded any fair value adjustments on its contingent consideration for three months and nine months ended September 30, 2022 as there was no material change in the original assumptions. The final number of shares to be issued upon satisfaction of the Earn-Out will be based on the average of the volume-weighted average trading price on the New York Stock Exchange for one share of Class A Common Stock for each of the 30 full trading days ending on and including the full trading day immediately prior to the applicable Earn-Out payment date. Atlas Certified, LLC. On December 30, 2021, Alclear acquired certain assets of Atlas Certified, LLC, which provides an automated solution to verify professional licenses and certification data across industries by communicating with certifying organizations for on demand, current and trusted data. The fair value of the purchase consideration was $9,000. The acquisition was accounted for as a business combination. In the Company’s allocation of the purchase consideration $5,000 was recorded as goodwill and $4,000 as acquired intangible assets on the condensed consolidated balance sheets. The goodwill recognized is expected to be deductible for tax purposes. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021, no individual airport accounted for more than 10% of membership revenue. Revenue by Geography For the three and nine months ended September 30, 2022 and 2021, 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: 2022 2021 Balance as of January 1 $ 188,563 $ 101,542 Deferral of revenue 372,313 131,895 Recognition of deferred revenue (305,147) (105,590) Balance as of September 30 $ 255,729 $ 127,847 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current AssetsPrepaid expenses and other current assets as of September 30, 2022 and December 31, 2021 consist of the following: September 30, December 31, Prepaid software licenses $ 8,231 $ 4,347 Coronavirus aid, relief, and economic security act retention credit 1,002 2,036 Prepaid insurance costs 3,594 2,845 Other current assets 4,158 12,912 Total $ 16,985 $ 22,140 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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 assets and liabilities measured at fair value. 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. Contingent consideration – Valued at fair value using a simulation of targeted outcomes. Warrant liabilities – The Company had certain outstanding warrant liabilities prior to the Reorganization. These were valued based on significant inputs not observed in the market and, thus, represented a Level 3 measurement. The Company estimated the fair value of the liability using the Black-Scholes option pricing model and the change in fair value was recognized in general and administrative expenses. Refer to Note 13 for further information. The contractual maturities of investments classified as marketable securities are as follows: September 30, December 31, Due within 1 year $ 287,578 $ 288,036 Total marketable securities $ 287,578 $ 288,036 Fair Value as of September 30, 2022 Level 1 Level 2 Level 3 Total Commercial paper $ — $ 74,006 $ — $ 74,006 U.S. Treasuries 100,390 — — 100,390 Corporate bonds — 165,586 — 165,586 Total assets in the fair value hierarchy 100,390 239,592 — 339,982 Money market funds measured at NAV (a) — — — 2,328 Total assets at fair value $ 100,390 $ 239,592 $ — $ 342,310 Contingent consideration — — (100) (100) Total liabilities at fair value $ — $ — $ (100) $ (100) Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Total Commercial paper $ — $ 128,867 $ — $ 128,867 U.S. Treasuries 82,472 — — 82,472 Corporate bonds — 114,965 — 114,965 Total assets in the fair value hierarchy 82,472 243,832 — 326,304 Money market funds measured at NAV (a) — — — 8,924 Total assets at fair value $ 82,472 $ 243,832 $ — $ 335,228 Contingent consideration — — $ (100) (100) Total liabilities at fair value $ — $ — $ (100) $ (100) ____________________________ (a) Certain 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. The Company had no continuous unrealized loss position from marketable securities as of September 30, 2022 that was a result of a credit deterioration. The following table provides a summary of changes in fair value of the Company’s Level 3 warrant liabilities prior to the Reorganization. The Company has no outstanding warrant liabilities as of September 30, 2022. Balance as of January 1, 2021 $ (17,740) Warrants issued (289) Issuance of equity upon exercise of certain warrants 30,206 Reclassification of certain warrant liabilities to equity 619 Fair value adjustments (12,796) Balance prior to Reorganization $ — See Note 13 for further information regarding warrants. Contingent consideration The following table provides a summary of changes in fair value of the Company’s Level 3 contingent consideration, issued in conjunction with the acquisition of Whyline, Inc. Balance as of January 1, 2022 $ (100) Fair value adjustments — Balance as of September 30, 2022 $ (100) 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, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment as of September 30, 2022 and December 31, 2021 consist of the following: Depreciation period in years September 30, December 31, Internally developed software 3 - 5 $ 50,971 $ 40,788 Acquired software 3 6,441 6,396 Equipment 5 26,786 26,322 Leasehold improvements 1-10 7,813 7,671 Furniture and fixtures 5 2,310 2,281 Construction in progress 13,436 2,239 Total property and equipment, cost 107,757 85,697 Less: accumulated depreciation (51,704) (41,175) Total property and equipment, net $ 56,053 $ 44,522 Depreciation and amortization expense related to property and equipment for the three months ended September 30, 2022 and 2021 was $3,713 and $3,988, respectively. Depreciation and amortization expense related to property and equipment for the nine months ended September 30, 2022 and 2021, was $10,792 and $9,179, respectively. During the nine months ended September 30, 2022, $10,183 was capitalized in connection with internally developed software. Amortization expense on internally developed software was $1,999 and $1,470 for the three months ended September 30, 2022 and 2021, respectively. Amortization expense on internally developed software was $5,471 and $3,855 for the nine months ended September 30, 2022 and 2021, respectively. During the three and nine months ended September 30, 2022, the Company recognized impairment charges of $904 and $1,217, respectively, on certain long-lived assets within other income (expense), net in the condensed consolidated statements of operations. The Company did not record any such charges for the three and nine months ended September 30, 2021. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Leases | Leases As discussed in Note 2, on January 1, 2022, the Company adopted the new accounting standard ASC 842, Leases, using the modified retrospective method. As a result, and as permitted by the standard, the Company has not updated financial information or related disclosures under ASC 842 for, periods prior to January 1, 2022. Upon adoption, the Company recognized $25,346 of right of use (“ROU”) assets, $29,139 of lease liabilities and derecognized $3,793 of deferred rent on the condensed consolidated balance sheets. The short term portion of the operating lease liabilities is included within accrued liabilities and the long term portion is included within other long term liabilities on the condensed consolidated balance sheets. The Company has entered into agreements to lease certain office spaces. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional three years. Additionally, certain of these leases contain termination options. These optional periods have not been considered in the determination of the ROU assets or lease liabilities as the Company did not consider it reasonably certain it would exercise the options. The Company performed evaluations of its contracts and determined it only has operating leases. The lease terms are between 1 and 12 years. Most of the Company’s lease agreements require payment of certain operating expenses in addition to base rent, such as taxes, insurance and maintenance costs. As allowed under ASC 842, the Company considers these as non-lease components and has elected to exclude these components from the measurement of its lease liabilities. The Company has also elected to apply the recognition requirement of ASC 842 to leases with a term of 12 months or less for all classes of assets. The Company has elected to utilize the following practical expedients available under the transition guidance in ASC 842: • The Company did not reassess whether any expired or existing contracts are or contain leases; • The Company did not reassess the lease classification for any expired or existing leases; and • The Company did not reassess initial direct costs for any existing leases. The Company did not elect the practical expedient available under the transition guidance in ASC 842 to use hindsight in determining the lease term and in assessing impairment of the Company’s ROU assets. The Company determines if an arrangement is a lease at inception and recognizes ROU assets and lease liabilities upon commencement. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The classification of the Company's leases as operating or finance leases along with the initial measurement and recognition of the associated ROU assets and lease liabilities is performed at the lease commencement date. The measurement of lease liabilities is based on the present value of future lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The ROU asset is based on the measurement of the lease liability and also includes any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. Rent expense for the Company's operating leases is recognized on a straight-line basis over the lease term. The Company has an additional operating lease for real estate space to house the Company’s corporate headquarters. The lease agreement provides for a commencement on the later of October 1, 2022 or the date on which the landlord delivers possession of the premises with certain agreed upon completed improvements to be made by the landlord which was determined to be November, 2022. The term of the lease is fifteen years after the date the rent obligations begin, with an option to renew for one 5-year period or 10-year period at Fair Market Value (as defined in the lease agreement) by providing the landlord with eighteen months’ notice and meeting certain other requirements. The aggregate undiscounted future minimum lease payments are approximately $195,787 beginning on April 1, 2023 and ending on April 1, 2038. The lease has not been recognized on the Company's condensed consolidated balance sheets as of September 30, 2022. Below is a reconciliation of the amounts reported on the condensed consolidated balance sheets with respect to the Company’s operating leases: September 30, 2022 $ 1,160 2023 3,759 2024 3,527 2025 3,535 2026 3,535 Thereafter 9,048 Total future operating lease payments 24,564 Less: imputed interest (3,380) Lease liabilities, current 3,203 Lease liabilities, non-current 17,982 Total lease liabilities $ 21,185 The weighted-average incremental borrowing rate applied to lease liabilities at the date of adoption was 4.3%. As of September 30, 2022, the weighted-average incremental borrowing rate was 4.4%. Additionally, the weighted-average remaining lease term as of September 30, 2022 was 6.83 years. During the three months ended September 30, 2022, the Company modified an agreement to terminate in March 2023. As a result, the Company remeasured its lease liability by $5,988 and recognized the remeasurement as an adjustment to the corresponding ROU asset for the same amount. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, netSee below for Intangible assets, net as of September 30, 2022 and December 31, 2021: Amortization September 30, 2022 December 31, 2021 Patents 20 $ 2,581 $ 2,115 Acquired intangibles 1-10 22,700 20,601 Other indefinite lived intangible assets 310 310 Total intangible assets, cost 25,591 23,026 Less: accumulated amortization (2,543) (93) Intangible assets, net $ 23,048 $ 22,933 Acquired intangibles, net as of September 30, 2022 and December 31, 2021 is comprised of the following: Amortization September 30, 2022 December 31, 2021 Technology 3 $ 4,300 $ 4,300 Customer relationships 11 $ 17,900 $ 15,801 Brand names 5 $ 500 $ 500 Total intangible assets, cost $ 22,700 $ 20,601 Less: accumulated amortization $ (2,370) $ — Total acquired intangibles, net $ 20,330 $ 20,601 Amortization expense on intangible assets for the three months ended September 30, 2022 and 2021 was $816 and $7, respectively. Amortization expense on intangible assets was $2,450 and $11 for the nine months ended September 30, 2022 and 2021, respectively. The Company did not recognize any impairment charges on intangible assets, net or goodwill for any of the periods presented. Patents with unpaid costs in accounts payable and accrued liabilities as of September 30, 2022 were $130. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted CashAs of September 30, 2022 and December 31, 2021, the Company maintained bank deposits of $13,333 and $6,938, respectively, which were pledged as collateral for long-term letters of credit issued in favor of airports, in connection with the Company’s obligations under the revenue share agreements. Such amounts also include a letter of credit for the Company’s New York City corporate headquarters lease agreement entered into in 2021. In addition, the Company also has a $16,000 restricted cash account against a letter of credit with a credit card company as a reserve against potential future refunds and chargebacks as of September 30, 2022 and December 31, 2021. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets, Noncurrent [Abstract] | |
Other Assets | Other Assets Other assets consist of the following of September 30, 2022 and December 31, 2021: September 30, December 31, Security deposits $ 257 $ 242 Loan fees 124 376 Certificates of deposit 459 459 Other long-term assets 2,220 2,329 Total $ 3,060 $ 3,406 |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long Term Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021: September 30, December 31, Accrued compensation and benefits $ 17,496 $ 18,133 Accrued partnership liabilities 41,696 33,442 Lease liability 3,203 — Other accrued liabilities 13,667 15,645 Total $ 76,062 $ 67,220 The Company has estimated accrued partnership liabilities related to a portion of merchant credit card benefits that it expects to fund in the third quarter of 2023. Other long term liabilities consist of the following as of September 30, 2022 and December 31, 2021: September 30, December 31, Deferred tax liability $ 4,314 $ 3,792 Lease liability 17,982 — Other accrued liabilities 1,591 4,899 Total $ 23,887 $ 8,691 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Warrants | Warrants Historically, Alclear issued warrants for certain holders to purchase shares of Class B redeemable capital units. These warrants were generally subject to performance-based vesting criteria, such as criteria related to new customer enrollments and technological innovations. The Company recognizes the expense for warrants for which vesting is probable on a straight-line basis over the requisite service period of the warrants, which generally ranges from three months to six years. For warrants that vest upon issuance, the entire cost is expensed immediately. As of December 31, 2020, Alclear had 658,382 equity warrants outstanding at a weighted-average exercise price of $222.15 and 70,000 liability warrants outstanding at a weighted-average exercise price of $36.74. Prior to the Reorganization, in 2021, Alclear issued the following warrants for Class B redeemable capital units as follows: Number of Units Weighted-average exercise price Liability awards 1,000 $ 1.00 Equity awards 114,797 $ 194.85 The fair values of warrants granted in 2021 were estimated based on the Black-Scholes option pricing model using the weighted-average significant unobservable inputs (Level 3 inputs) as follows: 2021 Risk-free interest rate 0.36% - 0.92% Exercise price $1.00-$290.00 Expected term 3-5 years Expected volatility 45.0% - 50.8% Prior to the Reorganization, certain warrant holders exercised their warrants for Class B redeemable capital units as follows: Number of Warrants Weighted-average exercise price Liability awards 70,000 $ 36.74 Equity awards 3,400 $ 1.00 On the date of exercise, the Company recognized a fair value adjustment to the outstanding liability classified warrants which was estimated based on a Black-Scholes option pricing model using the weighted-average significant unobservable inputs (Level 3 inputs) as follows: Risk-free interest rate 0.16% -0.19% Exercise price $1.00- $36.74 Expected term 2-3 years Expected volatility 35.1% - 45.0% Subsequent to the Reorganization, there were no unvested warrants classified as liability awards. As part of the Reorganization, the remaining Alclear warrants were either exchanged for Clear Secure, Inc. warrants representing the right to receive Class A Common Stock or remained at Alclear and continue to be exercisable for Alclear Units. The exchange was completed at an approximate 19.98 per unit ratio, using a cashless exercise conversion method. The Clear Secure, Inc. warrants are subject to the same vesting terms as applied to Alclear warrants and maintained the same fair value immediately before and after the exchange of the warrants. As such, there was no additional expense that was recorded as a result of the exchange of the warrants. In December 2021, United Airlines exercised 2,000,000 vested warrants with an intrinsic value of $54,120. In January 2022, the same warrant holder exercised 1,207,932 vested warrants with an intrinsic value of $32,457. In September 2022, the same warrant holder exercised 534,655 vested warrants. These exercises resulted in the Company issuing shares of its Class A Common Stock and were completed in a cashless transaction. In May 2022, the Company extended the term for existing United Airlines warrants that were exercisable for Class A Common Stock. The Company concluded that the extension was a modification and continues to account for these instruments as equity awards under ASC 718. As the performance of the remaining vesting conditions was not probable before and after the date of modification, no amount was recorded related to the modification during the three months ended June 30, 2022. Due to the short duration to maturity and the nominal exercise price, the fair value of these warrants approximated the Class A Common Stock share price on the modification date. During the three months ended September 30, 2022, the Company updated the probability of vesting for these outstanding warrants and recorded $58,781 within general and administrative expense in the condensed consolidated statements of operations. In July 2022, the Company cancelled 515,974 outstanding warrants that could have been exercisable for Class A Common Stock. These warrants were not considered as probable to vest as of the settlement date. In August 2022, the Company issued 108,611 replacement warrants exercisable for Class A Common Stock to certain warrant holders whose warrants expired in June 2022. The new warrants expire in December 2022. Due to the short duration to maturity and the nominal exercise price, the fair value of these warrants approximates the Class A Common Stock share price on the issuance date.The Company has not recognized expense related to these new warrants as the performance of the awards are not considered probable. The following warrants remained outstanding as of September 30, 2022: Classification Number of Warrants Weighted-Average Exercise Price Weighted average Remaining Contractual Term (years) Exercisable for Class A Common Stock Equity awards 2,881,286 $ 0.01 0.25 Exercisable for Alclear Units Equity awards 968,043 $ 0.01 1.96 The balance of the 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 likelihood of achievement of the vesting criteria, as of September 30, 2022 the Company’s estimated unrecognized warrant expense is $3,749. Based on the probability of vesting, the Company recorded the following with regards to outstanding warrants within general and administrative expense in the condensed consolidated statements of operations: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Liability awards $ — $ — $ — $ 12,796 Equity awards $ 58,820 $ 1,509 $ 58,941 $ 3,431 Total $ 58,820 $ 1,509 $ 58,941 $ 16,227 |
Redeemable Capital Units
Redeemable Capital Units | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Capital Units | Redeemable Capital Units Prior to the Reorganization and IPO, Alclear’s redeemable capital units were comprised of Class A and Class B redeemable capital units, which contained similar capital voting and economic rights. Class A and Class B redeemable capital units were classified as temporary equity given the redemption features that were outside of Alclear’s control. As of December 31, 2020, there were 261,942 Class A redeemable capital units authorized, issued and outstanding. As of December 31, 2020, there were 5,631,085 Class B redeemable capital units authorized, and 4,621,459 Class B redeemable capital units issued and outstanding. Prior to the Reorganization, during the six months ended June 30, 2021, Alclear issued 277,813 Class B units through private offerings resulting in gross proceeds of $80,566 and issued 5,310 Class B units with a fair value of $1,540 in exchange for services related to the private offerings. In addition, Alclear repurchased and retired 11,869 Class B units for a total repurchase of $3,442. Alclear also issued 70,000 Class B units upon the exercise of certain warrants for exercise proceeds of $2,575. |
Stockholder_s Equity
Stockholder’s Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Stockholders’ Equity Members’ Equity Prior to the Reorganization, the Company had 21,042 authorized and 0 issued and outstanding Class C capital units, which were granted to employees as part of the Company’s annual compensation process. Prior to the Reorganization, Alclear also had 27 classes of nonvoting, non-capital units, of which 16 were issued as equity-based compensation and reflects equity-based compensation recorded for units granted and expected to vest based on the probability of achieving performance-based vesting conditions. From time to time, Alclear repurchased vested profit units and, to the extent the amount paid for profit units repurchased was in excess of the fair value, such excess was recorded in accumulated deficit. Prior to the Reorganization, during 2021, the Company repurchased 31,972 profit units for a total repurchase of $8,259. Since such repurchases were at amounts that exceeded the then fair value of the units, the Company recorded expense of $712 for the three and six months ended June 30, 2021 within the condensed consolidated statements of operations. Common Stock As discussed in Note 1, upon the Reorganization, the Company issued 59,240,306 shares of Class A Common Stock and 1,042,234 shares of Class B Common Stock in exchange for an equivalent amount of Alclear Units. In addition, Alclear members purchased 44,598,167 shares of Class C Common Stock and Alclear Investments, LLC and Alclear Investments II, LLC collectively purchased 26,709,821 shares of Class D Common Stock equal to the number of Alclear Units held by the Alclear members. As part of the IPO, the Company issued an additional 15,180,000 shares of Class A Common Stock on July 2, 2021. Treasury Stock The Company's treasury stock consists of forfeited Restricted Stock Awards 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 of directors. 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 three and nine months September 30, 2022, the Company repurchased and retired 213,100 shares of its Class A Common Stock for $4,902 at an average price of $22.98. As of September 30, 2022, $95,103 remains available under the repurchase authorization. The Company has elected to account for the repurchase price paid in excess of par value in additional paid in capital within the condensed consolidated financial statements. Non-Controlling Interest The non-controlling interest balance represents the economic interest in Alclear held by the founders and members of Alclear. The following table summarizes the ownership of Alclear Units as of September 30, 2022: Alclear Units Ownership Percentage Alclear Units held by post-reorganization members 39,846,375 26.56 % Alclear Units held by the Alclear members 26,337,514 17.56 % Total 66,183,889 44.12 % 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, 2022, 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 5,094,792 shares of Class A Common Stock and 372,307 shares of Class B Common Stock. The 372,307 shares of Class B Common Stock were automatically converted to shares of Class A Common Stock in connection with their sale, as required by the terms of the Company's Second Amended and Restated Certificate of Incorporation. In addition, a non-controlling interest holder donated |
Incentive Plans
Incentive Plans | 9 Months Ended |
Sep. 30, 2022 | |
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 restricted stock units (“RSUs”), restricted stock (“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 our board of directors 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). As a result of this provision, in March 2022, the Company filed a Registration Statement on Form S-8 registering the issuance of an additional 5,693,082 shares of Class A Common Stock that are reserved for issuance in respect of awards that may be granted under the 2021 Omnibus Incentive Plan. 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. The following table summarizes information about the unvested profit units and RSUs in Alclear that were reclassified to RSAs or RSUs in the Company upon the Reorganization: Alclear RSU’s Weighted- Profit Units Weighted- Unvested balance, January 1, 2021 453,350 $ 14.51 9,085,704 $ 1.12 Granted 860,357 15.33 — 0.64 Vested — — (345,703) (0.40) Forfeited (25,479) (15.36) (881,227) (0.90) Effect of reorganization (1,288,228) (15.04) (7,858,774) (1.17) Unvested balance upon IPO — — — — Restricted Stock Awards In accordance with the Reorganization, the Company substituted Alclear Holdings’ 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, 2022. RSA - Class A Common Stock Weighted- RSA - Alclear Units Weighted- Unvested balance as of January 1, 2022 1,429,883 $ 1.04 190,558 $ 1.29 Granted — — — — Vested (971,225) 1.10 (161,251) 1.29 Forfeited (174,276) 0.87 — — Unvested balance as of September 30, 2022 284,382 $ 0.90 29,307 $ 1.29 Below is the compensation expense (credit) related to the RSAs: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cost of direct salaries and benefits $ 1 $ (7) $ 4 $ (7) General and administrative 42 284 114 884 Research and development 36 41 117 149 Sales and marketing — (3) 1 (31) Total $ 79 $ 315 $ 236 $ 995 As of September 30, 2022, estimated unrecognized expense for RSAs that are probable of vesting was $74 with such expense to be recognized over a weighted-average period of approximately 0.3 years subsequent to September 30, 2022. Restricted Stock Units The RSUs granted under the 2021 Omnibus Incentive Plan in substitution of Alclear awards were subject to the same vesting terms as applied to the Alclear awards and maintained the same fair value immediately before and after the exchange of the award. The RSUs are subject to both service-based and, in some cases, business performance-based vesting conditions. RSUs will vest on a specified date, provided the applicable service (generally three years) and, if applicable, business performance condition, have been satisfied. The RSUs with performance conditions issued are also subject to long-term revenue and cash-basis earnings performance hurdles (the “Financial Targets”). 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. The following is a summary of activity related to the RSUs associated with compensation arrangements during the nine months ended September 30, 2022: RSU’s Weighted- Unvested balance as of January 1, 2022 3,418,124 $ 23.56 Granted 2,271,493 24.78 Vested (327,643) 25.40 Forfeited (864,337) 17.98 Unvested balance as of September 30, 2022 4,497,637 $ 25.11 Below is the compensation expense recognized related to the RSUs: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cost of direct salaries and benefits $ 21 $ 226 $ 153 $ 226 General and administrative 3,573 2,913 9,057 5,882 Research and development 3,891 2,428 10,242 3,135 Sales and marketing 40 118 186 203 Total $ 7,525 $ 5,685 $ 19,638 $ 9,446 As of September 30, 2022, estimated unrecognized expense for RSUs that are probable of vesting was $69,672 with such expense to be recognized over a weighted-average period of approximately 1.1 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, 2022, estimated unrecognized expense for Founder PSUs was $36,544 with such expense to be recognized over a weighted-average period of approximately 0.9 year. Below is a summary of total compensation expense recorded in relation to the Company’s incentive plans, excluding additional expense related to repurchases: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 RSAs $ 79 $ 315 $ 236 $ 995 RSUs 7,525 5,685 19,638 9,446 Founder PSUs 6,630 6,629 19,673 6,768 Total $ 14,234 $ 12,629 $ 39,547 $ 17,209 Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cost of direct salaries and benefits $ 21 $ 219 $ 158 $ 219 General and administrative 10,245 9,826 28,842 13,534 Research and development 3,928 2,469 10,359 3,284 Sales and marketing 40 115 188 172 Total $ 14,234 $ 12,629 $ 39,547 $ 17,209 |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Net Income (Loss) per Share As described in Note 1, on June 29, 2021, the Operating Agreement was amended and restated to, among other things, (i) provide for a new single class of common membership interests, the Alclear Units, and (ii) exchange all of the then-existing membership interests of the original Alclear equity owners for Alclear Units. Basic and diluted net income (loss) per share of Class A Common Stock and Class B Common Stock is applicable only for periods after June 29, 2021, post the Reorganization, when the Company had outstanding shares of Class A Common Stock and Class B Common Stock. Shares of the Company’s Class C Common Stock and Class D Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net income (loss) per share of Class C Common Stock and Class D Common Stock under the two-class method has not been presented. Each share of Class C Common Stock (together with a corresponding Alclear Unit) is exchangeable for one share of Class A Common Stock and each share of Class D Common Stock (together with a corresponding Alclear Unit) is exchangeable for one share of Class B Common Stock. Shares classified as treasury stock within the condensed consolidated balance sheets are excluded from the calculation of net income (loss) per share. Additionally, the Company assumes the exercise for certain vested warrants that are exercisable for little to no consideration in the calculation of basic net income (loss) per share based on the vesting date. Below is the calculation of basic and diluted net loss per common share: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Class A Class B Class A Class B Basic: Net loss attributable to Clear Secure, Inc. $ (36,315) $ (449) $ (16,675) $ (240) Weighted-average number of shares outstanding, basic 82,037,118 1,022,669 72,285,100 1,042,234 Weighted Average Vested Warrants 389,368 — — — Weighted-average number of shares outstanding used to calculate net loss per common share, basic 82,426,486 1,022,669 72,285,100 1,042,234 Net loss per common share, basic: $ (0.44) $ (0.44) $ (0.23) $ (0.23) Diluted: Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic $ (36,315) $ (449) $ (16,675) $ (240) Weighted-average number of shares outstanding used to calculate net loss per common share, basic 82,426,486 1,022,669 72,285,100 1,042,234 Effect of dilutive shares — — — — Weighted-average number of shares outstanding, diluted 82,426,486 1,022,669 72,285,100 1,042,234 Net loss per common share, diluted: $ (0.44) $ (0.44) $ (0.23) $ (0.23) Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic: Net loss attributable to Clear Secure, Inc. $ (53,549) $ (697) $ (18,650) $ (269) Weighted-average number of shares outstanding, basic 79,238,069 1,035,641 72,124,741 1,042,234 Weighted Average Vested Warrants 289,415 Weighted-average number of shares outstanding used to calculate net loss per common share, basic 79,527,484 1,035,641 72,124,741 1,042,234 Net loss per common share, basic: $ (0.67) $ (0.67) $ (0.26) $ (0.26) Diluted: Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic $ (53,549) $ (697) $ (18,650) $ (269) Weighted-average number of shares outstanding used to calculate net loss per common share, basic 79,527,484 1,035,641 72,124,741 1,042,234 Effect of dilutive shares — — — — Weighted-average number of shares outstanding, diluted 79,527,484 1,035,641 72,124,741 1,042,234 Net loss per common share, diluted: $ (0.67) $ (0.67) $ (0.26) $ (0.26) Due to the net loss for the periods presented, the following potential shares of common stock were determined to be anti-dilutive and were therefore excluded from the weighted-average share count in the computation of net loss per common share. Three and Nine Months Ended September 30, 2022 Three and Nine Months Ended September 30, 2021 Class A Class B Class A Class B Exchangeable Alclear Units 40,040,483 26,705,315 44,598,167 26,709,821 Warrants exercisable for Class A Common Stock — — 3,279,705 — Dilutive RSA’s 313,689 — 2,347,002 1,953,803 Dilutive RSU’s 3,169,222 — 1,325,851 159,869 Total 43,523,394 26,705,315 51,550,725 28,823,493 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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. We currently do not expect this provision to have a material impact on our consolidated financial statements. 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. We will continue to evaluate the impact as further information becomes available. 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 benefit of $536 on a pretax loss of $66,095 for the three months ended September 30, 2022 as compared to a tax provision of $60 on a pretax loss of $32,727 for the three months ended September 30, 2021. This resulted in an effective tax rate of 0.81% for the three months ended September 30, 2022 as compared to (0.18%) percent for the three months ended September 30, 2021. The Company reported a tax benefit of $381 on a pretax loss of $97,057 for the nine months ended September 30, 2022, as compared to a tax provision of $277 on a pretax loss of $83,737 for the nine months ended September 30, 2021. This resulted in an effective tax rate of 0.39% for the nine months ended September 30, 2022 as compared to (0.33%) for the nine months ended September 30, 2021. 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, and (3) the impact of state and foreign taxes. The Company did not have significant unrecognized tax benefits and interest and penalties as of September 30, 2022. 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, 2018 and forward. The tax years for foreign jurisdictions open for examination are for the years ending December 31, 2016 and forward. 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. During the nine months ended September 30, 2022, the Company issued 5,094,792 shares of Class A Common Stock to certain non-controlling interest holders who exchanged their Alclear Units. Refer to Note 15 for further details. These exchanges resulted in a tax basis increase subject to the provisions of the TRA. 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, the Company has not recognized the TRA liability as of September 30, 2022, as it is not probable that the TRA payments would be paid based on the Company’s historical loss position and would not be payable until the Company realizes tax benefit. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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 $8,580 over the next two years under certain service arrangements. The Company has commitments for future marketing expenditures to sports stadiums of $3,760 through 2026. For the three months ended September 30, 2022 and 2021, marketing expenses related to sports stadiums were approximately $1,318 and $1,503, respectively. For the nine months ended September 30, 2022 and 2021, marketing expenses related to sports stadiums were approximately $3,298 and $2,655, 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, 2022: 2022 $ 5,052 2023 17,183 2024 9,752 2025 4,676 2026 1,030 Thereafter 446 Total $ 38,139 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions As of September 30, 2022, and December 31, 2021, the Company had total payables to certain related parties of $2,485 and $1,180, respectively. For the three months ended September 30, 2022 and 2021, the Company recorded $2,195 and $2,084, respectively, in cost of revenue share fee within the condensed consolidated statements of operations, in connection with certain related parties. For the nine months ended September 30, 2022 and 2021, the Company recorded $5,780 and $5,428, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2022 | |
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 Code. For the three months ended September 30, 2022 and 2021, the Company recorded expense of $161 and $191, respectively, within the condensed consolidated statements of operations. For the nine months ended September 30, 2022 and 2021, the Company recorded expense of $1,146 and $828, respectively, within the condensed consolidated statements of operations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt In March 2020, the Company entered into a credit agreement for a three-year $50,000 revolving credit facility, with a group of lenders. In April 2021, the Company increased the commitments under the revolving credit facility to $100,000, which matures three years from the date of the increase. The line of credit has not been drawn against as of September 30, 2022. 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 with 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. As of September 30, 2022, the balance of these loan fees was $124. 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, London InterBank Offered Rate (LIBOR) or New York Federal Reserve Bank (NYFRB) rate, plus an applicable margin for specific interest periods. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events 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 348,466 shares of Class A Common Stock, subsequent to September 30, 2022. In October 2022, United Airlines exercised 2,138,621 fully vested warrants that were exercisable for Class A Common Stock in a cashless exercise. The Company will recognize approximately $3,517 of remaining compensation expense upon vesting of these warrants in the fourth quarter of 2022. On November 14, 2022, the Company announced that its board of directors ("Board") declared a special cash dividend in the amount of $0.25 per share, payable on December 7, 2022 to holders of record of the Class A Common Stock and Class B Common Stock as of the close of business on November 28, 2022 (the “Record Date”). The Company will fund the dividend from proportionate cash distributions by Alclear to all of its members as of the Record Date, including holders of non-controlling interests in Alclear (who own approximately 44% of the interests in Alclear as of September 30, 2022) and the Company (which owns approximately 56% of the interests in Alclear as of September 30, 2022). Any future dividends will be subject to the approval of the Board. To the extent the dividend exceeds our current and accumulated earnings and profits, a portion of the dividend may be deemed a return of capital or a capital gain to the holders of our Class A Common Stock or Class B Common Stock, as applicable. In October 2022, the Company modified a lease agreement and simultaneously entered into a sublease agreement whereby the Company will continue to be a lessee under the original operating lease. The Company will record approximately $1,500 of impairment primarily related to its ROU asset and record sublease income in other income. In November, 2022, the Company commenced recognition on its operating lease for real estate space to house the Company’s corporate headquarters under the provisions of ASC 842. The expected impact is an approximate $107,000 increase to ROU Asset and Lease Liability. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 Amended and Restated Operating Agreement dated June 29, 2021 (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 46 airports; the flagship CLEAR App including Home to Gate and Health Pass; and Reserve powered by CLEAR, our virtual queuing technology that enables customers to manage lines. CLEAR also has software development kits (“SDK”), and application programming interface (“API”) capabilities to enable our partners to seamlessly integrate directly into our platform to enable better, faster and more frictionless experiences for our partners' customers. Use cases enabled by SDKs and APIs may include identity validation, identity verification, attribute validation such as age validation, vaccine status and payment, among others. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies, until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Leases As of January 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02) on a modified retrospective basis with respect to all lease arrangements that existed as of the adoption date. Refer to Note 8 for further details. Current Expected Credit Losses As of January 1, 2022, the Company adopted, ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). There was no significant impact within the condensed consolidated financial statements as a result of adoption. Other Recent Accounting Pronouncements Adopted and New Standards and Interpretations Not Yet Effective Other than the items discussed above, there are no standards issued by the FASB and adopted by the Company effective as of January 1, 2022 that had a material impact on the Company’s condensed consolidated financial statements. Additionally, other than disclosed below, there are no standards that are not yet effective that are expected to have a material impact on the Company’s condensed consolidated financial statements. Business Combinations In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 addresses inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. ASU 2021-08 requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts, in accordance with Topic 606, Revenue from Contracts with Customers. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption of the amendments is permitted and an entity that early adopts should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company does not anticipate a material impact of this standard on its condensed consolidated financial statements. |
Basis of Accounting | The condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and 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 (the “Form 10-K).Items included in the financial statements of each of the Company’s consolidated entities are measured using the currency of the primary economic environment in which the entity operates. The condensed consolidated financial statements are presented in US Dollars, which is the Company’s reporting currency. |
Use of Estimates | Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the financial statements and the accompanying disclosures, including the vesting of share-based and other deferred compensation plan awards. Although these estimates are based on management’s knowledge of current events and actions that the Company may undertake in the future, actual results may differ materially from the estimates. |
Segment Reporting | The Company has one operating and reportable segment, which includes the operations of the businesses acquired during the year ended December 31, 2021. |
Foreign Currency Transactions | Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at period-end exchange rates are recognized in other income (expense), net within the condensed consolidated statement of operations. The results and financial position of all the Company entities that have a functional currency different from the Company's reporting currency are translated into US Dollars as follows: •Assets and liabilities are translated at the closing rate at the reporting date; •Income and expenses for each statement of operation are translated at average exchange rates; and •All resulting exchange differences are recognized in other comprehensive loss. |
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 assets and liabilities measured at fair value. 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. Contingent consideration – Valued at fair value using a simulation of targeted outcomes. Warrant liabilities – The Company had certain outstanding warrant liabilities prior to the Reorganization. These were valued based on significant inputs not observed in the market and, thus, represented a Level 3 measurement. The Company estimated the fair value of the liability using the Black-Scholes option pricing model and the change in fair value was recognized in general and administrative expenses. Refer to Note 13 for further information. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Changes in Deferred Revenue | The following table presents changes in the deferred revenue balance: 2022 2021 Balance as of January 1 $ 188,563 $ 101,542 Deferral of revenue 372,313 131,895 Recognition of deferred revenue (305,147) (105,590) Balance as of September 30 $ 255,729 $ 127,847 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid expenses and other current assets as of September 30, 2022 and December 31, 2021 consist of the following: September 30, December 31, Prepaid software licenses $ 8,231 $ 4,347 Coronavirus aid, relief, and economic security act retention credit 1,002 2,036 Prepaid insurance costs 3,594 2,845 Other current assets 4,158 12,912 Total $ 16,985 $ 22,140 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Investments Classified by Contractual Maturity Date | The contractual maturities of investments classified as marketable securities are as follows: September 30, December 31, Due within 1 year $ 287,578 $ 288,036 Total marketable securities $ 287,578 $ 288,036 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Fair Value as of September 30, 2022 Level 1 Level 2 Level 3 Total Commercial paper $ — $ 74,006 $ — $ 74,006 U.S. Treasuries 100,390 — — 100,390 Corporate bonds — 165,586 — 165,586 Total assets in the fair value hierarchy 100,390 239,592 — 339,982 Money market funds measured at NAV (a) — — — 2,328 Total assets at fair value $ 100,390 $ 239,592 $ — $ 342,310 Contingent consideration — — (100) (100) Total liabilities at fair value $ — $ — $ (100) $ (100) Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Total Commercial paper $ — $ 128,867 $ — $ 128,867 U.S. Treasuries 82,472 — — 82,472 Corporate bonds — 114,965 — 114,965 Total assets in the fair value hierarchy 82,472 243,832 — 326,304 Money market funds measured at NAV (a) — — — 8,924 Total assets at fair value $ 82,472 $ 243,832 $ — $ 335,228 Contingent consideration — — $ (100) (100) Total liabilities at fair value $ — $ — $ (100) $ (100) ____________________________ (a) Certain 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. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a summary of changes in fair value of the Company’s Level 3 warrant liabilities prior to the Reorganization. The Company has no outstanding warrant liabilities as of September 30, 2022. Balance as of January 1, 2021 $ (17,740) Warrants issued (289) Issuance of equity upon exercise of certain warrants 30,206 Reclassification of certain warrant liabilities to equity 619 Fair value adjustments (12,796) Balance prior to Reorganization $ — |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Contingent consideration The following table provides a summary of changes in fair value of the Company’s Level 3 contingent consideration, issued in conjunction with the acquisition of Whyline, Inc. Balance as of January 1, 2022 $ (100) Fair value adjustments — Balance as of September 30, 2022 $ (100) |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and equipment as of September 30, 2022 and December 31, 2021 consist of the following: Depreciation period in years September 30, December 31, Internally developed software 3 - 5 $ 50,971 $ 40,788 Acquired software 3 6,441 6,396 Equipment 5 26,786 26,322 Leasehold improvements 1-10 7,813 7,671 Furniture and fixtures 5 2,310 2,281 Construction in progress 13,436 2,239 Total property and equipment, cost 107,757 85,697 Less: accumulated depreciation (51,704) (41,175) Total property and equipment, net $ 56,053 $ 44,522 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Schedule of Operating Lease, Liability, Maturity | Below is a reconciliation of the amounts reported on the condensed consolidated balance sheets with respect to the Company’s operating leases: September 30, 2022 $ 1,160 2023 3,759 2024 3,527 2025 3,535 2026 3,535 Thereafter 9,048 Total future operating lease payments 24,564 Less: imputed interest (3,380) Lease liabilities, current 3,203 Lease liabilities, non-current 17,982 Total lease liabilities $ 21,185 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | See below for Intangible assets, net as of September 30, 2022 and December 31, 2021: Amortization September 30, 2022 December 31, 2021 Patents 20 $ 2,581 $ 2,115 Acquired intangibles 1-10 22,700 20,601 Other indefinite lived intangible assets 310 310 Total intangible assets, cost 25,591 23,026 Less: accumulated amortization (2,543) (93) Intangible assets, net $ 23,048 $ 22,933 Acquired intangibles, net as of September 30, 2022 and December 31, 2021 is comprised of the following: Amortization September 30, 2022 December 31, 2021 Technology 3 $ 4,300 $ 4,300 Customer relationships 11 $ 17,900 $ 15,801 Brand names 5 $ 500 $ 500 Total intangible assets, cost $ 22,700 $ 20,601 Less: accumulated amortization $ (2,370) $ — Total acquired intangibles, net $ 20,330 $ 20,601 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets, Noncurrent [Abstract] | |
Other Assets | Other assets consist of the following of September 30, 2022 and December 31, 2021: September 30, December 31, Security deposits $ 257 $ 242 Loan fees 124 376 Certificates of deposit 459 459 Other long-term assets 2,220 2,329 Total $ 3,060 $ 3,406 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Long Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following as of September 30, 2022 and December 31, 2021: September 30, December 31, Accrued compensation and benefits $ 17,496 $ 18,133 Accrued partnership liabilities 41,696 33,442 Lease liability 3,203 — Other accrued liabilities 13,667 15,645 Total $ 76,062 $ 67,220 |
Schedule of Other Noncurrent Liabilities | Other long term liabilities consist of the following as of September 30, 2022 and December 31, 2021: September 30, December 31, Deferred tax liability $ 4,314 $ 3,792 Lease liability 17,982 — Other accrued liabilities 1,591 4,899 Total $ 23,887 $ 8,691 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Prior to the Reorganization, in 2021, Alclear issued the following warrants for Class B redeemable capital units as follows: Number of Units Weighted-average exercise price Liability awards 1,000 $ 1.00 Equity awards 114,797 $ 194.85 Prior to the Reorganization, certain warrant holders exercised their warrants for Class B redeemable capital units as follows: Number of Warrants Weighted-average exercise price Liability awards 70,000 $ 36.74 Equity awards 3,400 $ 1.00 Classification Number of Warrants Weighted-Average Exercise Price Weighted average Remaining Contractual Term (years) Exercisable for Class A Common Stock Equity awards 2,881,286 $ 0.01 0.25 Exercisable for Alclear Units Equity awards 968,043 $ 0.01 1.96 Based on the probability of vesting, the Company recorded the following with regards to outstanding warrants within general and administrative expense in the condensed consolidated statements of operations: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Liability awards $ — $ — $ — $ 12,796 Equity awards $ 58,820 $ 1,509 $ 58,941 $ 3,431 Total $ 58,820 $ 1,509 $ 58,941 $ 16,227 |
Fair Value Measurement Inputs and Valuation Techniques of Warrants | The fair values of warrants granted in 2021 were estimated based on the Black-Scholes option pricing model using the weighted-average significant unobservable inputs (Level 3 inputs) as follows: 2021 Risk-free interest rate 0.36% - 0.92% Exercise price $1.00-$290.00 Expected term 3-5 years Expected volatility 45.0% - 50.8% On the date of exercise, the Company recognized a fair value adjustment to the outstanding liability classified warrants which was estimated based on a Black-Scholes option pricing model using the weighted-average significant unobservable inputs (Level 3 inputs) as follows: Risk-free interest rate 0.16% -0.19% Exercise price $1.00- $36.74 Expected term 2-3 years Expected volatility 35.1% - 45.0% |
Stockholder_s Equity (Tables)
Stockholder’s Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Noncontrolling Interest Ownership | The non-controlling interest balance represents the economic interest in Alclear held by the founders and members of Alclear. The following table summarizes the ownership of Alclear Units as of September 30, 2022: Alclear Units Ownership Percentage Alclear Units held by post-reorganization members 39,846,375 26.56 % Alclear Units held by the Alclear members 26,337,514 17.56 % Total 66,183,889 44.12 % |
Incentive Plans (Tables)
Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Nonvested Share Activity | The following table summarizes information about the unvested profit units and RSUs in Alclear that were reclassified to RSAs or RSUs in the Company upon the Reorganization: Alclear RSU’s Weighted- Profit Units Weighted- Unvested balance, January 1, 2021 453,350 $ 14.51 9,085,704 $ 1.12 Granted 860,357 15.33 — 0.64 Vested — — (345,703) (0.40) Forfeited (25,479) (15.36) (881,227) (0.90) Effect of reorganization (1,288,228) (15.04) (7,858,774) (1.17) Unvested balance upon IPO — — — — |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following is a summary of activity related to the RSAs associated with compensation arrangements during the nine months ended September 30, 2022. RSA - Class A Common Stock Weighted- RSA - Alclear Units Weighted- Unvested balance as of January 1, 2022 1,429,883 $ 1.04 190,558 $ 1.29 Granted — — — — Vested (971,225) 1.10 (161,251) 1.29 Forfeited (174,276) 0.87 — — Unvested balance as of September 30, 2022 284,382 $ 0.90 29,307 $ 1.29 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Below is the compensation expense (credit) related to the RSAs: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cost of direct salaries and benefits $ 1 $ (7) $ 4 $ (7) General and administrative 42 284 114 884 Research and development 36 41 117 149 Sales and marketing — (3) 1 (31) Total $ 79 $ 315 $ 236 $ 995 Below is the compensation expense recognized related to the RSUs: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cost of direct salaries and benefits $ 21 $ 226 $ 153 $ 226 General and administrative 3,573 2,913 9,057 5,882 Research and development 3,891 2,428 10,242 3,135 Sales and marketing 40 118 186 203 Total $ 7,525 $ 5,685 $ 19,638 $ 9,446 Below is a summary of total compensation expense recorded in relation to the Company’s incentive plans, excluding additional expense related to repurchases: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 RSAs $ 79 $ 315 $ 236 $ 995 RSUs 7,525 5,685 19,638 9,446 Founder PSUs 6,630 6,629 19,673 6,768 Total $ 14,234 $ 12,629 $ 39,547 $ 17,209 Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Cost of direct salaries and benefits $ 21 $ 219 $ 158 $ 219 General and administrative 10,245 9,826 28,842 13,534 Research and development 3,928 2,469 10,359 3,284 Sales and marketing 40 115 188 172 Total $ 14,234 $ 12,629 $ 39,547 $ 17,209 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following is a summary of activity related to the RSUs associated with compensation arrangements during the nine months ended September 30, 2022: RSU’s Weighted- Unvested balance as of January 1, 2022 3,418,124 $ 23.56 Granted 2,271,493 24.78 Vested (327,643) 25.40 Forfeited (864,337) 17.98 Unvested balance as of September 30, 2022 4,497,637 $ 25.11 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Below is the calculation of basic and diluted net loss per common share: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Class A Class B Class A Class B Basic: Net loss attributable to Clear Secure, Inc. $ (36,315) $ (449) $ (16,675) $ (240) Weighted-average number of shares outstanding, basic 82,037,118 1,022,669 72,285,100 1,042,234 Weighted Average Vested Warrants 389,368 — — — Weighted-average number of shares outstanding used to calculate net loss per common share, basic 82,426,486 1,022,669 72,285,100 1,042,234 Net loss per common share, basic: $ (0.44) $ (0.44) $ (0.23) $ (0.23) Diluted: Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic $ (36,315) $ (449) $ (16,675) $ (240) Weighted-average number of shares outstanding used to calculate net loss per common share, basic 82,426,486 1,022,669 72,285,100 1,042,234 Effect of dilutive shares — — — — Weighted-average number of shares outstanding, diluted 82,426,486 1,022,669 72,285,100 1,042,234 Net loss per common share, diluted: $ (0.44) $ (0.44) $ (0.23) $ (0.23) Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic: Net loss attributable to Clear Secure, Inc. $ (53,549) $ (697) $ (18,650) $ (269) Weighted-average number of shares outstanding, basic 79,238,069 1,035,641 72,124,741 1,042,234 Weighted Average Vested Warrants 289,415 Weighted-average number of shares outstanding used to calculate net loss per common share, basic 79,527,484 1,035,641 72,124,741 1,042,234 Net loss per common share, basic: $ (0.67) $ (0.67) $ (0.26) $ (0.26) Diluted: Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic $ (53,549) $ (697) $ (18,650) $ (269) Weighted-average number of shares outstanding used to calculate net loss per common share, basic 79,527,484 1,035,641 72,124,741 1,042,234 Effect of dilutive shares — — — — Weighted-average number of shares outstanding, diluted 79,527,484 1,035,641 72,124,741 1,042,234 Net loss per common share, diluted: $ (0.67) $ (0.67) $ (0.26) $ (0.26) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Due to the net loss for the periods presented, the following potential shares of common stock were determined to be anti-dilutive and were therefore excluded from the weighted-average share count in the computation of net loss per common share. Three and Nine Months Ended September 30, 2022 Three and Nine Months Ended September 30, 2021 Class A Class B Class A Class B Exchangeable Alclear Units 40,040,483 26,705,315 44,598,167 26,709,821 Warrants exercisable for Class A Common Stock — — 3,279,705 — Dilutive RSA’s 313,689 — 2,347,002 1,953,803 Dilutive RSU’s 3,169,222 — 1,325,851 159,869 Total 43,523,394 26,705,315 51,550,725 28,823,493 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation, Fiscal Year Maturity | 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, 2022: 2022 $ 5,052 2023 17,183 2024 9,752 2025 4,676 2026 1,030 Thereafter 446 Total $ 38,139 |
Description of Business and R_2
Description of Business and Recent Accounting Developments (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Jul. 02, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) airport $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 29, 2021 vote classOfStock $ / shares | |
Class of Stock [Line Items] | |||||
Number of airports | airport | 46 | ||||
Number of classes of common stock issued | classOfStock | 4 | ||||
Percent of savings for holders | 0.85 | ||||
Percent of savings for the company | 0.15 | ||||
IPO Proceeds, net of underwriter fees and payment of issuance costs | $ | $ (297) | $ 437,494 | |||
Alclear common units purchased (in shares) | shares | 15,180,000 | ||||
Stock issuance costs | $ | $ 297 | $ 9,038 | |||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Par value (in USD per share) | $ 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 | ||||
Number of votes for share | vote | 20 | ||||
Common Class C | |||||
Class of Stock [Line Items] | |||||
Par value (in USD per share) | 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 | ||||
Number of votes for share | vote | 20 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | shares | 15,180,000 | ||||
IPO | Common Class A | |||||
Class of Stock [Line Items] | |||||
Par value (in USD per share) | $ 0.00001 | $ 0.00001 | |||
Share price (in USD per share) | $ 31 | ||||
IPO Proceeds, net of underwriter fees and payment of issuance costs | $ | $ 445,875 | ||||
Over-Allotment Option | Common Class A | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | shares | 1,980,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Business Combinations (Details)
Business Combinations (Details) | 3 Months Ended | 9 Months Ended | ||||||
Dec. 30, 2021 USD ($) | Dec. 29, 2021 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) acquisition | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Number of Acquisitions Completed | acquisition | 2 | |||||||
Acquisition-related costs | $ 1,391,000 | |||||||
Goodwill | $ 58,807,000 | $ 58,807,000 | $ 59,792,000 | |||||
Compensation expense | 98,488,000 | $ 20,642,000 | ||||||
Atlas Certified, LLC. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration transferred | $ 9,000,000 | |||||||
Goodwill | 5,000,000 | |||||||
Acquired intangible assets | 4,000,000 | |||||||
Goodwill, deductible for tax purposes | $ 4,000,000 | |||||||
Atlas Certified, LLC. | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 3 years | |||||||
Atlas Certified, LLC. | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 11 years | |||||||
Whyline, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage acquired | 100% | |||||||
Cash consideration transferred | $ 67,500,000 | |||||||
Contingent consideration | 100,000 | |||||||
Goodwill | 54,792,000 | |||||||
Acquired intangible assets | 16,601,000 | |||||||
Net deferred tax liabilities | 3,792,000 | |||||||
Net operating assets | 99,000 | |||||||
Goodwill, deductible for tax purposes | $ 0 | |||||||
Decrease to goodwill | $ 1,411,000 | |||||||
Increase to acquired intangible assets | 2,100,000 | |||||||
Increase to deferred tax liabilities | $ 689,000 | |||||||
Adjustments to preliminary allocation | 0 | |||||||
Deferred tax liabilities and goodwill | 427,000 | |||||||
Compensation expense | $ 0 | $ 0 | ||||||
Earnout, threshold trading days | 30 days | |||||||
Whyline, Inc. | Not Subject to Satisfaction of Service Based Criteria | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration arrangements | $ 6,666,000 | |||||||
Whyline, Inc. | Based on Certain Performance and Service Based Criteria Being Met | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration arrangements | $ 13,334,000 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Refund liability | $ 3,042 |
Revenue - Changes in Deferred R
Revenue - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 188,563 | $ 101,542 |
Deferral of revenue | 372,313 | 131,895 |
Recognition of deferred revenue | (305,147) | (105,590) |
Ending balance | $ 255,729 | $ 127,847 |
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, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software licenses | $ 8,231 | $ 4,347 |
Coronavirus aid, relief, and economic security act retention credit | 1,002 | 2,036 |
Prepaid insurance costs | 3,594 | 2,845 |
Other current assets | 4,158 | 12,912 |
Total | $ 16,985 | $ 22,140 |
Fair Value Measurements - Marke
Fair Value Measurements - Marketable Debt Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract] | ||
Due within 1 year | $ 287,578 | $ 288,036 |
Total marketable securities | $ 287,578 | $ 288,036 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measured on a Recurring Basis (Details) $ in Thousands | Sep. 30, 2022 USD ($) investment | Dec. 31, 2021 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 287,578 | $ 288,036 |
Continuous unrealized loss position from marketable securities | investment | 0 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 342,310 | 335,228 |
Contingent consideration | (100) | (100) |
Total liabilities at fair value | (100) | (100) |
Fair Value, Inputs, Level 1, 2 and 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 339,982 | 326,304 |
Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 100,390 | 82,472 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 239,592 | 243,832 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (100) | (100) |
Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Contingent consideration | (100) | (100) |
Total liabilities at fair value | (100) | (100) |
Commercial paper | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 74,006 | 128,867 |
Commercial paper | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Commercial paper | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 74,006 | 128,867 |
Commercial paper | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
U.S. Treasuries | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 100,390 | 82,472 |
U.S. Treasuries | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 100,390 | 82,472 |
U.S. Treasuries | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
U.S. Treasuries | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Corporate bonds | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 165,586 | 114,965 |
Corporate bonds | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Corporate bonds | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 165,586 | 114,965 |
Corporate bonds | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Money Market Funds | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Money Market Funds | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Money Market Funds | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Money Market Funds | Fair Value Measured at Net Asset Value Per Share | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 2,328 | $ 8,924 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Fair Value of Warrant Liabilities (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Warrants outstanding | $ 0 |
Equity awards | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, beginning of period | (17,740,000) |
Warrants issued | (289,000) |
Issuance of equity upon exercise of certain warrants | 30,206,000 |
Reclassification of certain warrant liabilities to equity | 619,000 |
Fair value adjustments | (12,796,000) |
Balance, end of period | $ 0 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration Liability (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | |
Balance as of January 1, 2022 | $ (100) |
Initial recognition of contingent consideration included in purchase consideration of acquisition | 0 |
Balance as of September 30, 2022 | $ (100) |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 107,757 | $ 85,697 |
Less: accumulated depreciation | (51,704) | (41,175) |
Total property and equipment, net | 56,053 | 44,522 |
Internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 50,971 | 40,788 |
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 | $ 6,441 | 6,396 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation period in years | 5 years | |
Total property and equipment, cost | $ 26,786 | 26,322 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 7,813 | 7,671 |
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 | 10 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation period in years | 5 years | |
Total property and equipment, cost | $ 2,310 | 2,281 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, cost | $ 13,436 | $ 2,239 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation on property and equipment | $ 3,713 | $ 3,988 | $ 10,792 | $ 9,179 |
Capitalized costs associated with internally developed software | 10,183 | |||
Amortization expense | 1,999 | 1,470 | 5,471 | 3,855 |
Impairment of assets | 904 | 1,217 | ||
Purchase of fixed assets with accounts payable | 2,166 | 890 | 2,166 | 890 |
Purchase of fixed assets with accrued liabilities | $ 119 | $ 727 | $ 119 | $ 727 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 01, 2022 USD ($) classOfStock | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Right of use asset, net | $ 18,006 | $ 18,006 | $ 25,346 | $ 0 | |
Lease liabilities | 21,185 | 21,185 | 29,139 | ||
Derecognition of deferred rent | $ 3,793 | ||||
Undiscounted future minimum lease payments | $ 3,380 | $ 3,380 | |||
Weighted-average discount rate | 4.40% | 4.40% | 4.30% | ||
Weighted-average remaining lease term | 6 years 9 months 29 days | 6 years 9 months 29 days | |||
Lease liability, remeasurement | $ 5,988 | ||||
Operating lease expense | 1,059 | $ 3,129 | |||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 1,423 | $ 3,733 | |||
Building | |||||
Lessee, Lease, Description [Line Items] | |||||
Renewal term | 3 years | 3 years | |||
Building | Forecast | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term (in years) | 15 years | ||||
Options for renewal | classOfStock | 1 | ||||
Renewal notice period (in months) | 18 months | ||||
Undiscounted future minimum lease payments | $ 195,787 | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Term of contract | 1 year | 1 year | |||
Minimum | Building | Forecast | |||||
Lessee, Lease, Description [Line Items] | |||||
Renewal term | 5 years | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Term of contract | 12 years | 12 years | |||
Maximum | Building | Forecast | |||||
Lessee, Lease, Description [Line Items] | |||||
Renewal term | 10 years |
Leases - Future Lease Payments
Leases - Future Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||
2022 | $ 1,160 | ||
2023 | 3,759 | ||
2024 | 3,527 | ||
2025 | 3,535 | ||
2026 | 3,535 | ||
Thereafter | 9,048 | ||
Total future operating lease payments | 24,564 | ||
Less: imputed interest | (3,380) | ||
Lease liabilities, current | 3,203 | $ 0 | |
Lease liabilities, non-current | 17,982 | $ 0 | |
Total lease liabilities | $ 21,185 | $ 29,139 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, cost | $ 22,700 | $ 20,601 |
Less: accumulated amortization | (2,370) | 0 |
Total acquired intangibles, net | 20,330 | 20,601 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total intangible assets, cost | 25,591 | 23,026 |
Less: accumulated amortization | (2,543) | (93) |
Intangible assets, net | $ 23,048 | 22,933 |
Minimum | Leasehold improvements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Depreciation period in years | 1 year | |
Maximum | Leasehold improvements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Depreciation period in years | 10 years | |
Other Intangible Assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other indefinite lived intangible assets | $ 310 | 310 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period in Years | 20 years | |
Total intangible assets, cost | $ 2,581 | 2,115 |
Acquired Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, cost | $ 22,700 | 20,601 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period in Years | 3 years | |
Total intangible assets, cost | $ 4,300 | 4,300 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period in Years | 11 years | |
Total intangible assets, cost | $ 17,900 | 15,801 |
Brand names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period in Years | 5 years | |
Total intangible assets, cost | $ 500 | $ 500 |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization on intangible assets | $ 816,000 | $ 7,000 | $ 2,450,000 | $ 11,000 |
Impairment of intangible assets | 0 | $ 0 | ||
Goodwill impairment | 0 | $ 0 | ||
Purchases of patents with unpaid costs | $ 130,000 | $ 130,000 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 29,333 | $ 29,019 |
Bank Time Deposits | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | 13,333 | 6,938 |
Letter of Credit | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 16,000 | $ 16,000 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Assets, Noncurrent [Abstract] | ||
Security deposits | $ 257 | $ 242 |
Loan fees | 124 | 376 |
Certificates of deposit | 459 | 459 |
Other long-term assets | 2,220 | 2,329 |
Total | $ 3,060 | $ 3,406 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities | ||
Accrued compensation and benefits | $ 17,496 | $ 18,133 |
Accrued partnership liabilities | 41,696 | 33,442 |
Lease liabilities, current | 3,203 | 0 |
Other accrued liabilities | 13,667 | 15,645 |
Total | 76,062 | 67,220 |
Other Long Term Liabilities | ||
Deferred tax liability | 4,314 | 3,792 |
Lease liabilities, non-current | 17,982 | 0 |
Other accrued liabilities | 1,591 | 4,899 |
Total | $ 23,887 | $ 8,691 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 30, 2021 | Sep. 30, 2022 $ / shares shares | Aug. 31, 2022 shares | Jul. 31, 2022 shares | Jan. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 29, 2021 $ / shares | Jan. 01, 2021 $ / shares shares | |
Class of Warrant or Right [Line Items] | ||||||||||||
Exchange ratio | 19.98 | |||||||||||
Warrants, exercises in period (in shares) | 534,655 | 1,207,932 | 2,000,000 | |||||||||
Warrants, aggregate intrinsic value, vested | $ | $ 32,457 | $ 54,120 | ||||||||||
Compensation expense | $ | $ 98,488 | $ 20,642 | ||||||||||
Class A Common Stock par value $0.00001 per share | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Compensation expense | $ | $ 58,781 | |||||||||||
Warrant settled and cancelled (in shares) | 515,974 | |||||||||||
Warrant issued (in shares) | 108,611 | |||||||||||
Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Future unrecognized expense | $ | $ 3,749 | |||||||||||
Warrants | Minimum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Award requisite service period (in years) | 3 months | |||||||||||
Warrants | Maximum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Award requisite service period (in years) | 6 years | |||||||||||
Equity Awards | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 658,382 | |||||||||||
Weighted-average exercise price (in USD per share) | $ / shares | $ 1 | $ 222.15 | ||||||||||
Alclear Equity Award Units | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 968,043 | 968,043 | 968,043 | |||||||||
Weighted-average exercise price (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Common Class A Equity Awards | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 2,881,286 | 2,881,286 | 2,881,286 | |||||||||
Weighted-average exercise price (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding (Details) - $ / shares | 6 Months Ended | |||
Jun. 29, 2021 | Jun. 28, 2021 | Sep. 30, 2022 | Jan. 01, 2021 | |
Liability Awards | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants issued (in shares) | 1,000 | |||
Weighted average exercise price of warrants or rights issued (in USD per share) | $ 1 | |||
Number of warrants exercised (in shares) | 70,000 | |||
Weighted-average exercise price (in USD per share) | $ 36.74 | $ 36.74 | ||
Warrants outstanding (in shares) | 70,000 | |||
Equity Awards | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants issued (in shares) | 114,797 | |||
Weighted average exercise price of warrants or rights issued (in USD per share) | $ 194.85 | |||
Number of warrants exercised (in shares) | 3,400 | |||
Weighted-average exercise price (in USD per share) | $ 1 | $ 222.15 | ||
Warrants outstanding (in shares) | 658,382 | |||
Common Class A Equity Awards | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted-average exercise price (in USD per share) | $ 0.01 | |||
Warrants outstanding (in shares) | 2,881,286 | |||
Weighted-average remaining contractual term (in years) | 3 months | |||
Alclear Equity Award Units | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted-average exercise price (in USD per share) | $ 0.01 | |||
Warrants outstanding (in shares) | 968,043 | |||
Weighted-average remaining contractual term (in years) | 1 year 11 months 15 days |
Warrants - Fair Value Measureme
Warrants - Fair Value Measurement Inputs For Warrants (Details) - Valuation Technique, Option Pricing Model - Level 3 | Sep. 30, 2022 $ / shares |
Risk-free interest rate | Warrants Granted | Minimum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.0036 |
Risk-free interest rate | Warrants Granted | Maximum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.0092 |
Risk-free interest rate | Warrants Exercised | Minimum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.0016 |
Risk-free interest rate | Warrants Exercised | Maximum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.0019 |
Exercise price | Warrants Granted | Minimum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 1 |
Exercise price | Warrants Granted | Maximum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 290 |
Exercise price | Warrants Exercised | Minimum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 1 |
Exercise price | Warrants Exercised | Maximum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 36.74 |
Expected term | Warrants Granted | Minimum | |
Class of Warrant or Right [Line Items] | |
Weighted-average remaining contractual term (in years) | 3 years |
Expected term | Warrants Granted | Maximum | |
Class of Warrant or Right [Line Items] | |
Weighted-average remaining contractual term (in years) | 5 years |
Expected term | Warrants Exercised | Minimum | |
Class of Warrant or Right [Line Items] | |
Weighted-average remaining contractual term (in years) | 2 years |
Expected term | Warrants Exercised | Maximum | |
Class of Warrant or Right [Line Items] | |
Weighted-average remaining contractual term (in years) | 3 years |
Expected volatility | Warrants Granted | Minimum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.450 |
Expected volatility | Warrants Granted | Maximum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.508 |
Expected volatility | Warrants Exercised | Minimum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.351 |
Expected volatility | Warrants Exercised | Maximum | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.450 |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Liability expense related to warrants | $ 0 | $ 0 | $ 0 | $ 12,796 |
Equity-based compensation | 14,234 | 12,629 | 39,547 | 17,209 |
Total | 58,820 | 1,509 | 58,941 | 16,227 |
Equity awards | ||||
Class of Warrant or Right [Line Items] | ||||
Equity-based compensation | $ 58,820 | $ 1,509 | $ 58,941 | $ 3,431 |
Redeemable Capital Units - Narr
Redeemable Capital Units - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||||
Issuance of member units, net of costs | $ 81,567 | |||
Temporary equity issued upon exercise of certain warrants (in shares) | 70,000 | |||
Proceeds from the exercise of warrants | $ 0 | $ 2,575 | ||
Class A Redeemable Units | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 261,942 | |||
Shares outstanding (in shares) | 261,942 | |||
Temporary equity issuance (in shares) | 261,942 | |||
Class B Redeemable Units | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 5,631,085 | |||
Shares outstanding (in shares) | 4,621,459 | |||
Temporary equity issuance (in shares) | 4,621,459 | |||
Temporary equity repurchased and retired (in shares) | 11,869 | |||
Temporary equity repurchased and retired | $ 3,442 | |||
Class B Redeemable Units | Private Placement | ||||
Temporary Equity [Line Items] | ||||
Temporary equity issuance (in shares) | 277,813 | |||
Issuance of member units, net of costs | $ 80,566 | |||
Temporary equity issued for services (in shares) | 5,310 | |||
Temporary equity issued for services | $ 1,540 |
Stockholder_s Equity - Narrativ
Stockholder’s Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Jul. 02, 2021 shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 28, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 shares | Jun. 29, 2021 classOfStock | |
Class of Stock [Line Items] | ||||||||
Number of classes | classOfStock | 27 | |||||||
Number of classes accounting for share-based compensation | classOfStock | 16 | |||||||
Profit units repurchased (in shares) | 31,972 | |||||||
Profit units repurchased | $ | $ 8,259 | |||||||
Profit units repurchased in excess of fair value | $ | $ 712 | $ 712 | ||||||
Repurchased and retirement of equity | $ | $ (4,902) | |||||||
Non-Controlling Interest | ||||||||
Class of Stock [Line Items] | ||||||||
Repurchased and retirement of equity | $ | $ 493 | |||||||
Alclear Holdings LLC | ||||||||
Class of Stock [Line Items] | ||||||||
Ownership Percentage | 44% | 44% | ||||||
Alclear Holdings LLC | Non-Controlling Interest | ||||||||
Class of Stock [Line Items] | ||||||||
Ownership Percentage | 44.12% | 44.12% | 48.33% | |||||
Class C Capital Units | ||||||||
Class of Stock [Line Items] | ||||||||
Capital units authorized (in shares) | 21,042 | |||||||
Capital units issued (in shares) | 0 | |||||||
Capital units outstanding (in shares) | 0 | |||||||
Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion shares issued (in shares) | 59,240,306 | |||||||
Stock issued during period (in shares) | 5,094,792 | |||||||
Repurchased and retirement of equity (in shares) | 213,100 | |||||||
Repurchased and retirement of equity | $ | $ 4,902 | |||||||
Average price per share | $ / shares | $ 22.98 | |||||||
Remaining authorized repurchase amount | $ | $ 95,103 | $ 95,103 | ||||||
Conversion of shares (in shares) | 5,094,792 | |||||||
Number of share donated | 100,000 | |||||||
Common Class A | IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period (in shares) | 15,180,000 | |||||||
Common Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion shares issued (in shares) | 1,042,234 | |||||||
Stock issued during period (in shares) | 372,307 | |||||||
Common Class C | Employee Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period (in shares) | 44,598,167 | |||||||
Common Class D | Employee Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period (in shares) | 26,709,821 |
Stockholder_s Equity - Non-cont
Stockholder’s Equity - Non-controlling Interest (Details) - Alclear Holdings LLC - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Ownership Percentage | 44% | |
Non-Controlling Interest | ||
Class of Stock [Line Items] | ||
Alclear Units (in shares) | 66,183,889 | |
Ownership Percentage | 44.12% | 48.33% |
Non-Controlling Interest | Founders | ||
Class of Stock [Line Items] | ||
Alclear Units (in shares) | 26,337,514 | |
Ownership Percentage | 17.56% | |
Non-Controlling Interest | Post IPO Members | ||
Class of Stock [Line Items] | ||
Alclear Units (in shares) | 39,846,375 | |
Ownership Percentage | 26.56% |
Incentive Plans - Narrative (De
Incentive Plans - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Jun. 30, 2021 | Jun. 29, 2021 $ / shares shares | Mar. 31, 2022 shares | Jun. 30, 2021 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares 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 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period (in years) | 3 years | ||||
Unrecognized expense | $ | $ 69,672 | ||||
Period for recognition (in years) | 1 year 1 month 6 days | ||||
Restricted Stock Awards (RSAs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period (in years) | 3 years | ||||
Unrecognized expense | $ | $ 74 | ||||
Award vesting period (in years) | 3 months 18 days | ||||
Performance Restricted Stock Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized expense | $ | $ 36,544 | ||||
Award vesting period (in years) | 5 years | ||||
Period for recognition (in years) | 10 months 24 days | ||||
Expected volatility rate | 45% | ||||
Price volatility measurement period (in days) | 180 days | ||||
Granted (in shares) | 4,208,617 | ||||
Granted (in USD per share) | $ / shares | $ 16.54 | ||||
Common Class A | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 2,271,493 | ||||
Granted (in USD per share) | $ / shares | $ 24.78 | ||||
Common Class A | Restricted Stock Awards (RSAs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 0 | ||||
Granted (in USD per share) | $ / shares | $ 0 | ||||
2021 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 20,000,000 | ||||
Percent increase in authorized shares | 0.05 | ||||
Maximum percentage of outstanding stock | 12% | ||||
2021 Omnibus Incentive Plan | Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 5,693,082 |
Incentive Plans - Share-based P
Incentive Plans - Share-based Payment Arrangements (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Alclear Restricted Stock Units | ||
Share-based Payment Arrangement | ||
Unvested balance, beginning of period (in shares) | 453,350 | |
Granted (in shares) | 860,357 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (25,479) | |
Effect of reorganization (in shares) | (1,288,228) | |
Unvested balance, end of period (in shares) | 0 | |
Weighted- Average Grant-Date Fair Value | ||
Unvested balance, beginning of period (in USD per share) | $ 0 | $ 14.51 |
Granted (in USD per share) | 15.33 | |
Vested (in USD per share) | 0 | |
Forfeited (in USD per share) | 15.36 | |
Effect of reorganization (in USD per share) | (15.04) | |
Unvested balance, end of period (in USD per share) | $ 0 | |
Alclear Restricted Stock Awards | ||
Share-based Payment Arrangement | ||
Unvested balance, beginning of period (in shares) | 9,085,704 | |
Granted (in shares) | 0 | |
Vested (in shares) | (345,703) | |
Forfeited (in shares) | (881,227) | |
Effect of reorganization (in shares) | (7,858,774) | |
Unvested balance, end of period (in shares) | 0 | |
Weighted- Average Grant-Date Fair Value | ||
Unvested balance, beginning of period (in USD per share) | $ 0 | 1.12 |
Granted (in USD per share) | 0.64 | |
Vested (in USD per share) | 0.40 | |
Forfeited (in USD per share) | 0.90 | |
Effect of reorganization (in USD per share) | (1.17) | |
Unvested balance, end of period (in USD per share) | $ 0 | |
Restricted Stock Awards (RSAs) | Common Class A | ||
Share-based Payment Arrangement | ||
Unvested balance, beginning of period (in shares) | 1,429,883 | |
Granted (in shares) | 0 | |
Vested (in shares) | (971,225) | |
Forfeited (in shares) | (174,276) | |
Unvested balance, end of period (in shares) | 284,382 | |
Weighted- Average Grant-Date Fair Value | ||
Unvested balance, beginning of period (in USD per share) | $ 0.90 | 1.04 |
Granted (in USD per share) | 0 | |
Vested (in USD per share) | 1.10 | |
Forfeited (in USD per share) | 0.87 | |
Unvested balance, end of period (in USD per share) | $ 0.90 | |
Restricted Stock Awards (RSAs) | Alclear Units | ||
Share-based Payment Arrangement | ||
Unvested balance, beginning of period (in shares) | 190,558 | |
Granted (in shares) | 0 | |
Vested (in shares) | (161,251) | |
Forfeited (in shares) | 0 | |
Unvested balance, end of period (in shares) | 29,307 | |
Weighted- Average Grant-Date Fair Value | ||
Unvested balance, beginning of period (in USD per share) | $ 1.29 | 1.29 |
Granted (in USD per share) | 0 | |
Vested (in USD per share) | 1.29 | |
Forfeited (in USD per share) | 0 | |
Unvested balance, end of period (in USD per share) | $ 1.29 | |
Restricted Stock Units (RSUs) | Common Class A | ||
Share-based Payment Arrangement | ||
Unvested balance, beginning of period (in shares) | 3,418,124 | |
Granted (in shares) | 2,271,493 | |
Vested (in shares) | (327,643) | |
Forfeited (in shares) | (864,337) | |
Unvested balance, end of period (in shares) | 4,497,637 | |
Weighted- Average Grant-Date Fair Value | ||
Unvested balance, beginning of period (in USD per share) | $ 25.11 | $ 23.56 |
Granted (in USD per share) | 24.78 | |
Vested (in USD per share) | 25.40 | |
Forfeited (in USD per share) | 17.98 | |
Unvested balance, end of period (in USD per share) | $ 25.11 |
Incentive Plans - Compensation
Incentive Plans - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | $ 14,234 | $ 12,629 | $ 39,547 | $ 17,209 |
Cost of direct salaries and benefits | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 21 | 219 | 158 | 219 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 10,245 | 9,826 | 28,842 | 13,534 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 3,928 | 2,469 | 10,359 | 3,284 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 40 | 115 | 188 | 172 |
Restricted Stock Awards (RSAs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 79 | 315 | 236 | 995 |
Restricted Stock Awards (RSAs) | Cost of direct salaries and benefits | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 1 | (7) | 4 | (7) |
Restricted Stock Awards (RSAs) | General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 42 | 284 | 114 | 884 |
Restricted Stock Awards (RSAs) | Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 36 | 41 | 117 | 149 |
Restricted Stock Awards (RSAs) | Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 0 | (3) | 1 | (31) |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 7,525 | 5,685 | 19,638 | 9,446 |
Restricted Stock Units (RSUs) | Cost of direct salaries and benefits | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 21 | 226 | 153 | 226 |
Restricted Stock Units (RSUs) | General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 3,573 | 2,913 | 9,057 | 5,882 |
Restricted Stock Units (RSUs) | Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 3,891 | 2,428 | 10,242 | 3,135 |
Restricted Stock Units (RSUs) | Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | 40 | 118 | 186 | 203 |
Performance Restricted Stock Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expenses related to warrants | $ 6,630 | $ 6,629 | $ 19,673 | $ 6,768 |
Net Income (Loss) per Share - E
Net Income (Loss) per Share - Earnings Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Basic: | ||||
Net loss attributable to Clear Secure, Inc. | $ (36,764) | $ (16,915) | $ (54,246) | $ (18,919) |
Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Stock exchange ratio | 1 | 1 | ||
Basic: | ||||
Net loss attributable to Clear Secure, Inc. | $ (36,315) | $ (16,675) | $ (53,549) | $ (18,650) |
Weighted-average number of shares outstanding, basic (in shares) | 82,037,118 | 72,285,100 | 79,238,069 | 72,124,741 |
Weighted Average Vested Warrants (in shares) | 389,368 | 0 | 289,415 | |
Weighted-average number of shares outstanding used to calculate net loss per common share, basic (in shares) | 82,426,486 | 72,285,100 | 79,527,484 | 72,124,741 |
Net loss per common share, basic (in USD per share) | $ (0.44) | $ (0.23) | $ (0.67) | $ (0.26) |
Diluted: | ||||
Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic | $ (36,315) | $ (16,675) | $ (53,549) | $ (18,650) |
Weighted-average number of shares outstanding used to calculate net loss per common share, basic (in shares) | 82,426,486 | 72,285,100 | 79,527,484 | 72,124,741 |
Effect of dilutive shares (in shares) | 0 | 0 | 0 | 0 |
Weighted-average number of shares outstanding, diluted (in shares) | 82,426,486 | 72,285,100 | 79,527,484 | 72,124,741 |
Net loss per common share, diluted (in USD per share) | $ (0.44) | $ (0.23) | $ (0.67) | $ (0.26) |
Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Stock exchange ratio | 1 | 1 | ||
Basic: | ||||
Net loss attributable to Clear Secure, Inc. | $ (449) | $ (240) | $ (697) | $ (269) |
Weighted-average number of shares outstanding, basic (in shares) | 1,022,669 | 1,042,234 | 1,035,641 | 1,042,234 |
Weighted Average Vested Warrants (in shares) | 0 | 0 | ||
Weighted-average number of shares outstanding used to calculate net loss per common share, basic (in shares) | 1,022,669 | 1,042,234 | 1,035,641 | 1,042,234 |
Net loss per common share, basic (in USD per share) | $ (0.44) | $ (0.23) | $ (0.67) | $ (0.26) |
Diluted: | ||||
Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic | $ (449) | $ (240) | $ (697) | $ (269) |
Weighted-average number of shares outstanding used to calculate net loss per common share, basic (in shares) | 1,022,669 | 1,042,234 | 1,035,641 | 1,042,234 |
Effect of dilutive shares (in shares) | 0 | 0 | 0 | 0 |
Weighted-average number of shares outstanding, diluted (in shares) | 1,022,669 | 1,042,234 | 1,035,641 | 1,042,234 |
Net loss per common share, diluted (in USD per share) | $ (0.44) | $ (0.23) | $ (0.67) | $ (0.26) |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Schedule of Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 43,523,394 | 51,550,725 | 43,523,394 | 51,550,725 |
Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 26,705,315 | 28,823,493 | 26,705,315 | 28,823,493 |
Exchangeable Alclear Units | Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 40,040,483 | 44,598,167 | 40,040,483 | 44,598,167 |
Exchangeable Alclear Units | Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 26,705,315 | 26,709,821 | 26,705,315 | 26,709,821 |
Dilutive RSA’s | Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 313,689 | 2,347,002 | 313,689 | 2,347,002 |
Dilutive RSA’s | Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 0 | 1,953,803 | 0 | 1,953,803 |
Dilutive RSU’s | Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 3,169,222 | 1,325,851 | 3,169,222 | 1,325,851 |
Dilutive RSU’s | Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 0 | 159,869 | 0 | 159,869 |
Warrants exercisable for Class A Common Stock | Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 0 | 3,279,705 | 0 | 3,279,705 |
Warrants exercisable for Class A Common Stock | Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive shares (in shares) | 0 | 0 | 0 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit (expense) | $ 536 | $ (60) | $ 381 | $ (277) |
Pretax loss | $ 66,095 | $ 32,727 | $ 97,057 | $ 83,737 |
Effective income tax rate | 0.81% | (0.18%) | 0.39% | (0.33%) |
Uncertain tax positions | $ 0 | $ 0 | ||
Percent of savings for holders | 0.85 | |||
Percent of savings for the company | 0.15 | |||
Class A Common Stock par value $0.00001 per share | ||||
Operating Loss Carryforwards [Line Items] | ||||
Conversion of shares (in shares) | 5,094,792 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Long-term Purchase Commitment [Line Items] | ||||
Long-term purchase commitment, amount | $ 8,580 | |||
Long-term purchase commitment, period | 2 years | |||
Marketing expense | $ 1,318 | $ 1,503 | $ 3,298 | $ 2,655 |
Sales and marketing | ||||
Long-term Purchase Commitment [Line Items] | ||||
Long-term purchase commitment, amount | $ 3,760 |
Commitments and Contingencies_2
Commitments and Contingencies - Contractual Obligations (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 5,052 |
2023 | 17,183 |
2024 | 9,752 |
2025 | 4,676 |
2026 | 1,030 |
Thereafter | 446 |
Total | $ 38,139 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Accounts payable, related parties | $ 2,485 | $ 2,485 | $ 1,180 | ||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related party costs | $ 2,195 | $ 2,084 | $ 5,780 | $ 5,428 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Discretionary contribution amount | $ 161 | $ 191 | $ 1,146 | $ 828 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | |||
Apr. 30, 2021 | Mar. 30, 2020 | Sep. 30, 2022 | Apr. 01, 2021 | |
Line of Credit Facility [Line Items] | ||||
Prepaid loan fees | $ 124,000 | |||
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 | 1 Months Ended | 9 Months Ended | ||||||
Nov. 14, 2022 | Nov. 30, 2022 | Nov. 14, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||||||||
Warrants, exercises in period (in shares) | 534,655 | 1,207,932 | 2,000,000 | |||||
Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Increase to right-of-use asset | $ 107 | |||||||
Alclear Holdings LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Ownership percentage | 44% | 44% | ||||||
Ownership percentage by parent | 56% | 56% | ||||||
Common Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of stock, net of costs (in shares) | 5,094,792 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, dividends (in dollars per share) | $ 0.25 | |||||||
Operating lease, impairment | $ 1,500 | |||||||
Subsequent Event | Equity awards | ||||||||
Subsequent Event [Line Items] | ||||||||
Unrecognized expense | $ 3,517 | |||||||
Subsequent Event | Common Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of stock, net of costs (in shares) | 348,466 | |||||||
Warrants, exercises in period (in shares) | 2,138,621 |
Uncategorized Items - you-20220
Label | Element | Value |
Parent [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | $ (33,720,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (2,004,000) |
Noncontrolling Interest [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (2,375,000) |
Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (2,004,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | $ (33,720,000) |