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 3 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 9 airports covering about 20% of our volume. We should be at 50% by the end of this quarter. Our new NV short for enrollment and verification pods will be a fast follower later this year where travelers will enjoy a phase 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 2 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…

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 between next-gen upgrades and cash severance expense. 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 comp 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 are 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…

[Operator Instructions] Your first question comes from Joshua Reilly with Needham.

Nice job on the quarter here. With PreCheck now rolled out at 6 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 of the rollout of PreCheck this year?

All right, Josh, I like that turning 3 questions into one. We're on it. So let me take you through the PreCheck rollout. It's a 3-phase rollout. We finished Phase 1 yesterday, which is the first 6 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 incented 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 3 phase. 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's 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 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 200 basis point impact from that move from 60 to 70 to 99. So fairly significant pricing and fairly insignificant impact on member retention. And 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. And 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 taken -- we've offered discounted memberships and we're really driving ARPU, both through absolute pricing and narrowing those discounts and reducing those discounts. And so 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'll -- it demonstrates our success, right, in driving ARPU in a balanced approach between member retention and dollar retention. And so 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? So 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. And 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. And so 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, at airports, no appointment necessary, open 7 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?

So 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. 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 and that should be over the next few months rolling out through year-end, we expect to be substantially done from a volume perspective by year-end. Look, NextGen certainly was 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, right? Over 90% of the volume coming through Clear Lane is already upgraded to NextGen. So that we're pretty -- we're done with that and on to now unlocking the technology and the experience. So 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. I think a few quarters ago, we put forth the slide of our original pitch deck in 2010. Today, we're a travel center company tomorrow with a de facto secure identity platform. That was the vision then, and it is coming to reality now. And perhaps in 2010, it was a solution looking for a problem. Now there's problems looking for solutions. And you see that across every industry. And so 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…

Yes. And in terms of cost and margins, Look, 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. So I don't have specific commentary on cost by quarter, but I will say we are -- remain highly disciplined from a cost perspective. And as we look to the back half, we see increased contribution from PreCheck second half versus first half, we think Verified should be up in the back half versus the first half. And 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. So 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 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 health care, 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. And the second one, I'm just I'm 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. And so I think we're all aligned to bring it to great places where travelers frequent that are conveniently located and good trusted partners, but they do need to approve it. So that's number one. In terms of the mix, early days, here's how we look at the business. Clear Travel and Clear Verified. And then broadly speaking, gross profit dollars. So I think when you look at Clear Travel, there are 3 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. You'll continue to see more lanes in our current airport, and you'll continue to see more products, both around that experience to drive the home to gate experience, and then you'll see pricing on top of that. So when we talk about PreCheck and we talk about the TAM of the $90 million, do we think it's $150 million or $200 million opportunity on both the renewal and the new ads. And so how that layers in over time, we look all of it at Clear Travel and gross profit dollars. And then on the Clear Verified side, we're scaling members today. It's a smaller piece on the revenue side. But obviously, we're going after 3 very large TAMs in health care financial services and consumer is a broad one, physical and digital. And so I think it's too soon to tell, but I think we think of that as a $1 billion opportunity. So hope -- we've always said we hope that they're even, and we hope that means that they're both growing aggressively, but obviously, Clear Verified would be having a significantly higher growth rate on the top line.

And just to reiterate Caryn gross profit dollar point, I think PreCheck we mentioned this in the call, earlier PreCheck and Verified while less meaningful on a top line perspective today, they are starting to contribute gross profit dollars, and we really 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 2Q bookings guide suggests 12% year-on-year growth. Can you please step through the seasonality factors at play there? And I know you've commented that CSA is not much contribution, but anything you can mention there would be great?

Sure. So just taking a step back, look, we've been growing bookings at a sustained 30% CAGR versus the 2019 pre-COVID levels, really for several years now. The Q2 guidance is around a 28% CAGR. Q1 was a 29% CAGR. So getting the next-gen upgrade rate to 90% has been the priority, and it impacted sales. Our field team, they're back to balancing enrollments of verification with more products at our pod such as PreCheck and that bundle opportunity, we have more opportunities than ever there to drive revenue. I would also highlight 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. And then lastly, to your point on 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. So a small impact in Q1, an incrementally larger impact in Q2 but still small. And again, as we look to the back half, we see increased contribution from PreCheck, Verified up in back half versus the first half. Clear Plus higher volumes and higher sales volumes, right, and some additional tailwinds from the selective pricing that we're planning in the August time frame. So our expectation is that the back half bookings growth would exceed the Q2 growth rate.

Okay. Great. And then the Amex partnership extension 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 2Q 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 -- we talked about for the Q3 call, we talked about a normalization of travel trends. And so we've seen that continue through -- including in our Q2 guidance. So in Q3, I think we'll be back to sort of normalize year-over-year sort of pre-COVID travel trends, if you will. 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.