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

Annual report pursuant to Section 13 and 15(d)

Earnings (Loss) per Share

Earnings (Loss) per Share

12 Months Ended

Dec. 31, 2021

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 earnings per Class A 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 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 earnings (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 consolidated balance sheets are excluded from the calculation of earnings (loss) per share. Additionally, the Company assumes the exercise for certain vested warrants exercisable for little to no consideration in its basic calculation.

Below is the calculation of basic and diluted net loss per share:


	Year Ended December 31, 2021
	Class A		Class B
Basic:
Net loss attributable to Clear Secure, Inc.	$	(35,590)	$	(492)
Add: reallocation of net loss attributable to non-controlling interests from the assumed exercise of certain warrants	(534)		(7)
Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic	(36,124)		(499)
Weighted-average number of shares outstanding, basic	72,537,156		1,042,234
Add: weighted-average number of shares from the assumed exercise of certain warrants	2,978,086		—
Weighted-average number of shares outstanding used to calculate net loss per common share, basic	75,515,242		1,042,234
Net loss per common share, basic:	$	(0.48)	$	(0.48)

Diluted:
Net loss attributable to Clear Secure, Inc. used to calculate net loss per common share, basic	$	(36,124)	$	(499)
Weighted-average number of shares outstanding used to calculate net loss per common share, basic	75,515,242		1,042,234
Effect of dilutive shares	—		—
Weighted-average number of shares outstanding, diluted	75,515,242		1,042,234
Net loss per common share, diluted:	$	(0.48)	$	(0.48)

Due to the net loss for the periods presented, the following potential shares of Common Stock were determined to be anti-dilutive for the year ended December 31, 2021 and were therefore excluded from the weighted-average share count in the computation of diluted earnings per share:


	Class A	Class B
Exchangeable Alclear Units	44,598,167	26,709,821
RSA’s	1,429,883	—
RSU’s	2,603,389	—
Total	48,631,439	26,709,821

The Company has excluded certain RSU’s from the table above as they had performance conditions that were not achieved as of the end of the reporting period.