Good morning, and welcome to Clear's Fiscal First Quarter 2024 Conference Call. We have with us today, Caryn Seidman-Becker, Co-Founder, Chairman and Chief Executive Officer; and Ken Cornick, Co-Founder, President and Chief Financial Officer. As a reminder, before we begin, today's discussion contains forward-looking statements about the company's future business and financial performance. These are based on management's current expectations and are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these statements are included in the company's reports on file with the SEC, including today's shareholder letter. The company disclaims any obligation to update any forward-looking statements that may be discussed during the call. During this call, the company will discuss both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP financial measures is provided in today's shareholder letter and most recently filed annual report on Form 10-Q. These items can be found on the Investor Relations section of Clear's website. With that, I'll turn it over to Caryn.

Good morning, and thank you for joining our first quarter 2024 earnings call. The first quarter saw us executing on our three key priorities: improving the member experience, scaling TSA PreCheck, and scaling Clear Verified. Our Clear Plus member experience continues to improve with over 90% of traffic already upgraded to next-gen identity, the highest fidelity digital identity at scale; the member experience is smoother, IDs are staying in pockets and members are getting through faster. These upgrades are enabling the lane of the future, which drives automation, customer experience, and security. Members are feeling and seeing the difference. Our digital identity integrations are live in nine airports covering about 20% of our volume. We should be at 50% by the end of this quarter. Our new enrollment and verification pods will be a fast follower later this year where travelers will enjoy a face-first experience. Clear is proud to officially launch our TSA PreCheck enrollment program; we are bringing it to more people and more places at a lower cost, no appointment necessary. Renewals are live nationwide. Anyone can quickly renew online for less with Clear. Enrollments are now live in Newark, LaGuardia, Sacramento, Orlando, Seattle, and Salt Lake City, with multiple pods open over 12 hours a day and no appointment necessary. Our airport footprint adds significant capacity to the PreCheck network. We expect a phased nationwide rollout of PreCheck in the coming months, using our existing infrastructure for a new product and adding new nodes through mobile pop-ups and our recently announced partnership with Staples. For the 90 million people who fly two or more times a year, TSA PreCheck costs less than a cup of coffee. Clear Verified is the universal identity platform powering trusted experiences and can be the identity layer of the Internet. With casinos being taken offline for days or large-scale cyber-attacks on our nation's healthcare system, the market needs a universal identity solution to enhance security and make the customer experience more frictionless. We now have four products that are built on top of the Clear Identity platform, delivering value to our consumers and to our enterprise partners. Our Verified identity product not only confirms identity but also unique attributes like age or credentials. Verified account recovery is powerful for both customers and employees, bringing friction-free, lower cost, and significantly higher security to password reset and total account recovery. Clear's account creation product enables faster, more secure onboarding and one-click KYC. Our Clear check-in product crosses multiple industries that require ID checks and more to check-in, from hotels to hospitals. The power of the network effect is important at Clear, and we have aggressively grown the network in travel and beyond. This network is a key value creator for our members, saving them time and bringing them joy in more places. Our historical pricing model has not properly reflected the value of the Clear network. There is a significant ARPU gap across our member base due to historical free or deeply discounted partner pricing, and we are committed to closing it. As we drive ARPU higher, rollout PreCheck and offer other services such as Clear Mobile and Scale Clear Verified, we are confident in our ability to drive attractive growth in gross profit dollars over a disciplined cost base, which will yield strong EBITDA and free cash flow growth. Now I will turn it over to Ken.

Thanks, Caryn. First quarter results demonstrate our continued focus on profitable growth. Revenues increased 35% and adjusted EBITDA grew 285%. Adjusted EBITDA margins were 23%, implying incremental margins of 65%. In the first quarter, our results include some items I want to highlight. Cost of revenue share had a $1.8 million COVID-related benefit, and we incurred approximately $4 million of expenses related to next-gen upgrades and cash severance. On a clean basis, revenue share percentage was down sequentially and year-over-year, and each of our OpEx line items were down sequentially in dollars. Overall, OpEx was down over 2,200 basis points as a percentage of revenues, and we achieved 78% incremental EBIT margins. Q1 marked our fourth consecutive quarter of positive GAAP operating profit and earnings per share. The margin drivers that we discussed last year, including the ramp of newly launched airports, high incremental margins for TSA PreCheck, and organizational streamlining, combined with continued strong cost discipline are all playing out. We will opportunistically invest in growth from here while remaining highly disciplined. Cash generation remained strong. Cash flow from operations was $80.3 million, and free cash flow was $77.6 million, up 51% year-over-year. After deducting normalized stock compensation, free cash flow grew 85%. Our new dollar-based retention metric is consistent with our focus on the member experience and our strategy to drive ARPU through absolute pricing and reducing historical discounting. We have long been focused on this metric internally, as it has aligned with how we run the business. Annual Clear Plus gross dollar retention was 89.8%, up 530 basis points year-over-year and reflects the percentage of retained bookings for members who were active as of the end of the prior year, 12-month period. For example, if we had 1,000 active members as of 12/31/22, the 12/31/23 retention metric measures their total 2023 bookings as a percent of their total 2022 bookings. If any of the 1,000 members are on a free plan, or receive a full statement credit from our credit card partner, they would not impact the measure unless they had a family plan and were paying anything out of pocket. The new measure excludes reactivations, which would positively impact results by approximately 570 basis points. In Q1, we continued with our opportunistic approach to capital return. In addition to the $0.32 special dividend and $0.09 regular dividend, we accelerated our repurchase activity by retiring 4.4 million shares. Year-to-date, we have repurchased 6.2 million shares, representing 4% of the beginning shares outstanding. Inception to date, we have retired 9.5 million shares, representing about two-thirds of the shares issued in our IPO. We are increasing our regular quarterly dividend to $0.10 per share, reflecting the lower share count. In Q2, we expect revenue of $182.5 million to $184.5 million and total bookings of $192 million to $198 million, representing 22% and 11% growth, respectively. Last year, this quarter, we had very strong net adds and bookings growth accelerated to 43%, resulting in a 10% upside to our guidance. So we have a very strong growth comparison. Our guidance includes modest sequential growth in PreCheck revenue as we are in the early stages of a nationwide rollout. We are pleased to start seeing gross profit dollar contributions from both TSA and Verified despite their more modest contribution to the top line. We continue to expect margin expansion on a year-over-year basis and free cash flow growth of at least 30% versus 2023. Before we go to Q&A, I want to comment on a California state senator's proposed bill. We are extremely proud of our California presence, including nine airports, over 600 employees, and millions of members. While the latest draft ensures no impact to Clear operations as it carves out all of our existing California airports, it will be very hard for this bill to become law. The strong value proposition that Clear represents to all stakeholders is evident by the powerful coalition of airports, airlines, and industry partners that collectively opposed the bill, not to mention the incredible love and support that was heard from our passionate Clear members. With that, let's go to Q&A.

Your first question comes from Joshua Reilly with Needham.

Nice job on the quarter here. With PreCheck now rolled out at six airports, can you give us an update on the cadence you expect for the balance of airports across the rest of 2024? And then along with that, any initial color on attach rates for the bundle to customers who renew or sign up net new to PreCheck? And what you're factoring into guidance given the timelines have changed somewhat with the rollout of PreCheck this year?

All right, Josh, I like that turning three questions into one. We're on it. So let me take you through the PreCheck rollout. It's a three-phase rollout. We finished Phase 1 yesterday, which is the first six airports with the launch of LaGuardia, Salt Lake City, and Seattle, and last week's official launch of the national online renewals. We're now moving on to Phase 2. That's the next 27 airports, which we expect to happen early to mid-summer. And then Phase 3 is the rest of the airport network, which we expect to happen late summer. Of course, all of this is subject to TSA approval, but we are highly aligned and incentivized to flip the 30-70, which means today, 30% of traffic is going through PreCheck and 70% is still not enrolled to 70-30. So really excited about this rollout, done with Phase 1 moving on to Phase 2, and it's a three-phase rollout. In terms of attach rates, I would just tell you that we are very encouraged by early results, both online and at airports and our mobile app. So there are many different ways to engage in Clear.

Got it. That's helpful. And then now that the updated family pricing has been out for a full quarter, what are you seeing in terms of renewals for family members at the $100 price point versus last year at a lower price point? And how is this impacting net member retention and the new dollar-based retention figure?

Sure. So from a retention perspective, I'll talk specifically about family and then just give a sort of a bigger picture view. Specifically to family, we've seen very little impact from a member retention basis perspective; it's, I would say, approximately a 200 basis point impact from that move from 60 to 70 to 99. So fairly significant pricing and fairly insignificant impact on member retention. Look, we look at it on a cost per use, right? It was just too inexpensive on a cost per use perspective. So as we've taken it up, we keep talking about narrowing the gap from an ARPU perspective. So we think there's still more room to go there. But generally speaking, we're very pleased with the lack of impact on member retention from a family perspective. In terms of the new retention metric, our focus is on driving ARPU. Historically, we've offered discounted memberships, and we're really driving ARPU both through absolute pricing and narrowing those discounts. The dollar retention metric that we introduced this quarter is really reflective of how we run the business. We've looked at it internally for a long time, and we think it demonstrates our success in driving ARPU in a balanced approach between member retention and dollar retention. We are very pleased with where retention is in general, and we're seeing strong results.

Josh, I should have added to the PreCheck rollout schedule I gave you in airport. So we did announce our partnership with Staples and going back to meeting travelers where they are. Staples is a great addition to the network, right? It's great to be at the airport, but it's also great to stop by Staples on a Saturday morning to enroll in Clear. The Staples team brings arms and legs to the PreCheck enrollment network, bringing more enrollers to the program. So we do expect to be in 100 stores by the end of the year with Staples and also other out-of-airport partners. Again, I think it's really crucial when we talk about a $90 million TAM and less than a cup of coffee on a monthly basis, you've got to be where people are traveling, whether that be in hotels, at Staples in their neighborhood, or at airports, no appointment necessary, open seven days a week, open 12 to 14 hours a day. You can really bring this from the 17 closing in on that 90 and make a really big difference on the airport experience for travelers.

Your next question comes from Dana Telsey with Telsey Group.

Caryn, as you think about the member experience, which has really been a focus on the enhancements, where are you on the progress of enhancing that member experience, how is that moving along? And then the B2B platform, obviously, you mentioned Staples, but any other updates that we should think about? And Ken, as you think about the cost of the business and the incremental margin and leverage, any cadence to the year that we should be mindful of?

You're absolutely right; improving the member experience is a key priority, and we have seen steady improvements since February, and we expect that trajectory to accelerate. The lane of the future will bring meaningful improvements to experience, speed, and efficiency, and you're going to see a series of technologies, including face-first verifications and new hardware to make that experience more seamless. That should be rolling out over the next few months, and we expect to be substantially done from a volume perspective by year-end. Look, NextGen certainly had a hit to the member experience when you're taking 100,000 labor hours to upgrade millions of people. But that really is the unlock. We are significantly through that; over 90% of the volume coming through Clear Lane is already upgraded to NextGen. So we're done with that and on to now unlocking technology and the experience. You should continue to see a meaningful impact. I think we said we're at 20% today of the volume for that digital integration interoperability, and we should be at 50% by the end of the second quarter. In terms of Clear Verified, it is a really exciting time. A few quarters ago, we presented our original pitch deck from 2010. Today, we're a travel center company; tomorrow, we will be a de facto secure identity platform. That was the vision then, and it is coming to reality now. Perhaps in 2010, it was a solution looking for a problem. Now, there are problems looking for solutions, and you see that across every industry. Really, talking about being the trusted identity layer of the Internet is a here-and-now opportunity. LinkedIn continues to scale, and that badge is gaining recognition and will continue to be of more value to users and to partners. In healthcare, you will see us unlocking our first in-person check-in product in Atlanta in a few weeks, actually in a week or so. You're seeing it for verified account recovery, for patients and healthcare professionals. You're seeing it for check-in. You're seeing it for identity fraud in retail, which is a significant problem. We are seeing fraud rates drop precipitously. Our partners are seeing the impact, and our customers love using it. Right now, you're seeing about the same ratios with our partners, which is about 30% of the customers who are verifying are current Clear members, and then 70% are new to the platform. Obviously, as we continue to scale our member base, we expect that to swap, and that's really powerful because it's a one-click verification or a one-click KYC. We are seeing significant traction in healthcare, in financial services, and in the consumer space where trust and safety are crucial, specifically online but also in physical locations. You saw the member acceleration in the quarter, and that was really due to the growth of the Clear Verified platform.

Yes. In terms of cost and margins, we're very focused on driving margins. A number of the things that we talked about last year that we said would lead to margin expansion; those are all playing out. I don’t have specific commentary on cost by quarter, but I will say we remain highly disciplined from a cost perspective. As we look to the back half, we see increased contributions from PreCheck second half versus first half; we think Verified should be up in the back half versus the first half. As we've come through the next-gen upgrades, we see improved growth from a Clear cost perspective. We're also planning on taking some selective price increases. All of those things in the back half should lead to stronger growth rates in the back half versus the Q2 implied growth rate as well as provide strong underpinning for margin expansion.

Your next question comes from Mark Kelley with Stifel.

Two quick ones. As TSA PreCheck scales, and then you just mentioned LinkedIn and healthcare, there are a lot of growth opportunities for the business. As we look out over time, is there a right way to think about the bookings mix and revenue mix as all these newer products layer in, I don't care what time horizon you choose, if you can answer that question? That's my first one. The second one, I'm just curious, does the TSA have to approve the non-airport partners you choose? Or is that completely up to you and you can kind of go wherever you think it makes sense for your product?

I'll answer your second question first. TSA does need to approve it. I think we're pragmatic people. So I think we're all aligned to bring it to great places where travelers frequently go that are conveniently located and good trusted partners. But they do need to approve it. That's number one. In terms of the mix, here's how we look at the business. Clear Travel and Clear Verified. Broadly speaking, gross profit dollars are what we focus on. When you look at Clear Travel, there are three things that we're doing. Obviously, we're improving the member experience; we’re continuing to grow the networks. We launched Honolulu — sorry, Maui, one part of Hawaii last week, so you'll continue to see more airports, more lanes in our current airports, and more products around that experience to drive the home-to-gate experience, and then you'll see pricing on top of that. When we talk about PreCheck and we talk about the total addressable market of $90 million, do we think it's a $150 million or $200 million opportunity on both renewals and new ads? As for how that layers in over time, we look at it all based on Clear Travel and gross profit dollars. On the Clear Verified side, we're scaling members today. It's a smaller piece of the revenue side, but we are targeting three very large total addressable markets in healthcare, financial services, and consumer, which is a broad one, covering both physical and digital. I think it’s too soon to tell, but we believe in both categories growing aggressively, with Clear Verified having a significantly higher growth rate on the top line.

Just to reiterate Caryn's point about gross profit dollars, we mentioned earlier in the call: PreCheck and Verified while less meaningful on a top line perspective today, they are starting to contribute gross profit dollars. We are focused on growth in gross profit dollars over a relatively fixed cost structure, which would obviously drive EBITDA margins materially.

Your next question comes from Michael Turrin with Wells Fargo.

It's David Unger on for Michael Turrin. Ken, the Q2 bookings guide suggests 12% year-on-year growth. Can you please step through the seasonality factors at play there? I know you've commented that CSA is not much contribution, but anything you can mention there would be great?

Sure. Just taking a step back, look, we've been growing bookings at a sustained 30% CAGR versus the 2019 pre-COVID levels for several years now. The Q2 guidance is around a 28% CAGR. Q1 was a 29% CAGR. Getting the next-gen upgrade rate to 90% has been the priority, and it impacted sales. Our field team is back to balancing enrollments of verification with more products at our pods, such as PreCheck and the bundle opportunity. We have more opportunities than ever there to drive revenue. I would also highlight that Q2 '23 was particularly strong. Bookings accelerated to a 43% growth rate last year, and we exceeded our guidance by around 10%. So the growth comparison was quite strong for Q2. Lastly, to your point regarding PreCheck, the rollout is probably around a month behind where we wanted it to be and where we thought it would be for Q2, so that's an impact. It had a small impact in Q1, an incrementally larger impact in Q2, but still small. Again, as we look to the back half, we see increased contributions from PreCheck, Verified up in the back half versus the first half; Clear Plus will have higher volumes and higher sales volumes, with some additional tailwinds from the selective pricing that we're planning in the August timeframe. Our expectation is that the back half bookings growth would exceed the Q2 growth rate.

Okay, great. And then the Amex partnership extension is clearly a positive. Congratulations on that. Good to see further penetration as we look to the balance sheet metrics from the results. Anything that we should be mindful of from a seasonality perspective into Q2 for the Amex partnership?

Nothing specific to the Amex partnership from a seasonal perspective. I would say just to take a step back, last year, starting with the Q3 call, we talked about a normalization of travel trends. We've seen that continue through including in our Q2 guidance. I think we'll be back to sort of normalized year-over-year pre-COVID travel trends in Q3. That's the only thing I would highlight there.

We have reached the end of the question-and-answer session, and I will now turn the call over to Caryn Seidman-Becker for closing remarks.

Thank you for joining our first quarter 2024 earnings call. I am proud of how the Clear team is executing on our priority initiatives, improving the member experience, scaling TSA PreCheck, and scaling Clear Verified. Thank you.

This concludes today's earnings call. You may disconnect your lines at this time. Thank you for your participation.