|6 Months Ended|
Jun. 30, 2021
|Stockholders' Equity Note [Abstract]|
|Stockholder's Equity||Stockholders’ Equity
As a result of the Reorganization, members’ equity was zero as of June 30, 2021. As of December 31, 2020, 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 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.
During the six months ended June 30, 2021, prior to the Reorganization, the Company repurchased 31,972 profit units for a total repurchase of $8,259. During the six months ended June 30, 2020, the Company repurchased 283,259 profit units for a total repurchase of $62,983.
Since such repurchases were at amounts that exceeded the then fair value of the units, the Company recorded expense of $0 and $712 for the three and six months ended June 30, 2021, respectively. The Company also recorded expense of $463 and $50,398 for the three and six months ended June 30, 2020, respectively.
During the six months ended June 30, 2021, $697 was recorded within general and administrative expense and $15 within research and development within the condensed consolidated statements of operations. During the six months ended June 30, 2020, $44,447 was recorded within general and administrative expense, $5,910 was recorded within research and development and $41 was recorded within sales and marketing.
1,868,322 profit units were authorized, issued and outstanding at December 31, 2020. All profit units were converted in conjunction with the Reorganization, see Note 14 for additional information.
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 which have voting rights equal to the number of Alclear Units held by the members of Alclear (“Alclear Members”).
As part of the IPO, the Company issued an additional 15,180,000 shares of Class A common stock with a par value of $0.00001 on July 2, 2021.
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 Common Units in Alclear as of June 30, 2021:
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, future exchanges by non-controlling interest holders will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in-capital for Alclear. As of June 30, 2021, no Alclear Units have been exchanged.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef