Quarterly report pursuant to Section 13 or 15(d)

Earnings (Loss) per Share

v3.21.2
Earnings (Loss) per Share
6 Months Ended
Jun. 30, 2021
Earnings Per Share [Abstract]  
Earnings (Loss) per Share Earnings (Loss) per Share
Basic loss per share of Class A common stock and Class B common stock is computed by dividing net loss available to Clear Secure, Inc. by the respective weighted-average number of shares of common stock outstanding during the period. The Company applies the two-class method to calculate earnings per share for Class A and Class B shares. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net income and losses. Diluted earnings per share of common stock is computed by dividing net income attributable to Clear Secure, Inc., adjusted for the assumed exchange of all potentially dilutive instruments for common stock, by the weighted-average number of shares of common stock outstanding, adjusted to give effect to potentially dilutive securities.
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 the Company’s Reorganization.
The Company analyzed the calculation of earnings or loss per unit for periods prior to the Reorganization and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, earnings (loss) per share information has not been presented for the three and six months ended June 30, 2020.
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 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.
Below is the calculation of basic and diluted net loss per share:
Three and Six Months Ended June 30, 2021
Class A Class B
Basic:
Net loss attributable to Clear Secure, Inc. $ (1,969) $ (35)
Weighted-average number of shares outstanding, basic 57,371,788  1,042,234 
Net loss per common stock, basic: $ (0.03) $ (0.03)
Diluted:
Net loss attributable to Clear Secure, Inc. $ (1,969) $ (35)
Weighted-average number of shares outstanding, basic 57,371,788  1,042,234 
Potentially dilutive shares —  — 
Weighted-average number of shares outstanding, diluted 57,371,788  1,042,234 
Net loss per common stock, diluted: $ (0.03) $ (0.03)

Due to the net loss presented, the following potential shares of common stock were determined to be anti-dilutive for the three and six months ended June 2021:
Three and Six Months Ended June 30, 2021
Class A Class B
Potentially dilutive warrants 2,431,197  — 
Potentially dilutive exchangeable Alclear Units 44,598,167  26,709,821 
Potentially dilutive RSA’s 2,069,544  1,953,803 
Potentially dilutive RSU’s 1,128,358  159,869 
Potentially dilutive shares 50,227,266  28,823,493