Clear Secure Inc
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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Reports of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Clear Secure, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Clear Secure, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Accounting for Accrued partnership liabilities
| Description of theMatter | As described in Notes 2 and 12 to the consolidated financial statements, the Company offers beneficial pricing to its members through several channels including credit card partnerships. Membership subscription revenue is reduced by the Company’s estimate of its obligation to fund a portion of credit card benefits issued to members through a partnership with one credit card at the end of the respective contract year. The obligation varies based on the number of members enrolled each contract year. Included in accrued partnership liabilities of approximately $124.0 million is the estimated amount due for the Company funded portion of the credit card benefits for one credit card partner as of December 31, 2024. Auditing management’s estimate of the accrued partnership liabilities and the related reduction to membership subscription revenue was complex and required significant judgment due to the level of uncertainty in one of the assumptions used by management. In particular, management was required to forecast the volume of membership enrollments through this credit card partner for the remaining contract year in order to estimate the Company’s obligation under the arrangement as of December 31, 2024. Changes in this estimate can have a significant impact on the amount of revenue recognized and the related liabilities. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s review of the estimated accrued partnership liabilities and the related reduction to membership subscription revenue. This included testing controls over management’s review of the significant assumption described above.To test the Company’s estimate of the accrued partnership liabilities and the related reduction to membership subscription revenue, our audit procedures included, among others, evaluating the methodology, testing the significant assumption and testing the completeness and accuracy of the underlying data used by management in its analyses. This included reviewing the terms of the partnership agreement, confirmation of actual enrollment credits data with the credit card partner for the contract period through December 31, 2024 and testing management's estimate of future membership enrollments for the remaining contract period by comparing the enrollment assumption used by management to historical trends, assessing the historical accuracy of management’s estimate and performing sensitivity analyses to evaluate the changes in membership subscription revenue and the accrued partnership liabilities that would result from changes in the significant assumption. |
Measurement of the valuation allowance against deferred tax assets
| Description of theMatter | As discussed in Notes 2 and 17 of the consolidated financial statements, a valuation allowance is recognized if the Company determines it is more likely than not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, tax planning strategies and recent and forecasted results of operations. During 2024, the Company determined that forecasted future U.S. taxable income was sufficient to conclude that it is more likely than not that a portion of its deferred tax assets will be fully realized prior to their expiration. As of December 31, 2024, the Company had a deferred tax asset balance for U.S. income taxes of $331.3 million, for which a valuation allowance of $54.5 million was retained.Auditing management’s analysis of the realizability of these U.S. deferred tax assets is highly judgmental because it requires the evaluation of positive and negative evidence to support the position that the Company will generate sufficient future U.S. taxable income to realize the deferred tax assets as tax deductions on future income tax returns. The Company’s forecasted financial information, which is inherently subjective, is a significant component of management’s analysis. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s evaluation of deferred tax asset realizability. In addition, we obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s financial forecasting process. Such controls include management’s review of forecasted pre-tax income.In our testing of management’s assessment and conclusion of deferred tax asset realizability as described above, we performed audit procedures that included, among others, (i) testing the scheduled reversal of deferred taxes and (ii) testing and evaluating management’s forecasted financial information. In order to test management’s financial forecasts, we assessed the historical accuracy of management’s forecasts and the Company’s history of growth and profitability over the prior three years. In addition, we performed sensitivity analyses to evaluate the impact of changes in assumptions to future taxable income and ultimately, the realizability of deferred tax assets. |
/s/Ernst & Young LLP
We have served as the Company’s auditor since 2019.
New York, New York
February 26, 2025
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