FTRE - NASDAQ

Ladies and gentlemen, thank you for standing by. Welcome to the Fortrea Second Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions]. Please be advised that today’s conference is being recorded. I would like now to turn the conference over to our speaker today, Hima Inguva, Head of Investor Relations and Corporate Development. Please go ahead.

Good morning and thank you for joining Fortrea’s second quarter 2024 earnings conference call. I'm Hima Inguva, Head of Investor Relations and Corporate Development at Fortrea. On the call with me today are our CEO, Tom Pike and CFO Jill McConnell. The call is being webcast and the slides accompanying today’s presentation have been posted to the Investor Relations page, fortrea.com. During this call, we may make certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to significant risks and uncertainties that could cause actual results to differ materially from our current expectations. We strongly encourage you to review the reports we file with the SEC regarding these risks and uncertainties, in particular, those that are described in the cautionary statements concerning forward-looking statements and risk factors in our press release and presentation that we posted on the website. Please note that any forward-looking statements represents our views as of today, August 12, 2024 and that we assume no obligation to update the forward-looking statements even if estimates change. During this call, we will also be referring to certain non-GAAP financial measures. These non-GAAP measures are not superior to or a replacement for the comparable GAAP measures but we believe these help investors gain a more complete understanding of our results. A reconciliation of such non-GAAP financial measures to the most directly comparable GAAP measures is available in the earnings press release and earnings call presentation slides provided in connection with today’s call. With that, I’d like to turn it over to our CEO, Tom Pike. Tom?

Good morning, everyone, and welcome to the call. Let me start by saying that Fortrea had a solid quarter of execution and progress on our strategic objectives despite some difficulty predicting when biotech opportunities would contract that impacted our book-to-bill. As you know, Fortrea is a pure-play CRO that offers end-to-end solutions for clinical trials across Phases 1 through 4. We have a strong track record of delivering high-quality services to our customers ranging from small biotech startups to large pharma companies. We believe we have a strong value proposition in the market as we combine 30 years of experience, deep scientific expertise, operational excellence and innovative technology to deliver faster, better, more cost-effective outcomes for our customers. We also have a diversified and balanced portfolio of projects and a healthy mix of short- and long-term contracts, as well as broad exposure to different geographies and indications. In the Q2, we saw some positive signs of improvements in our business. Let me share with you some of the highs and lows of the quarter, and then we'll talk in more detail about what we see for our second half bookings. First, the highlights. We signed several deals and partnerships with top 20 pharma customers, including one new full-service outsourcing partnership. The other deals are solid footholds into larger customers. Our pipeline of opportunities continues to improve in both value and mix, and our win rates are solid. More on that in a couple of minutes. We've exited about 60% of the TSA agreements with our former parent and are making good progress on the most difficult part, the transition of software, servers and other technology. We delevered the balance sheet. And finally, we have a clear line of sight to improving our margins while delivering quality work and started planning for 2025. I will give you some detail on some of these highlights, and Jill will fill in on others. Our new offerings and approaches to partnering with large pharma are gaining traction. This quarter, we beat out four of the big six CROs to be selected as one of only two providers in an attractive full-service partnership with a larger pharmaceutical firm. The customer noted how Fortrea showed up differently to the opportunities than others under consideration. The increased bookings and revenue from this win should be felt in 2025. As I mentioned, we had some nice wins in a couple of other large pharma firms too. In one situation, would be two larger incumbents take over an important clinical services opportunity and consolidate what was three vendors into one. We also got a nice winning foothold in a third even larger pharmaceutical firm. We've begun to see additional opportunities from these customers. Our clinical pharmacology business continues to be strong with attractive book-to-bills, customers and indications. We're also seeing increasing momentum in transferring the impressive relationships we have in clinical pharmacology into Phase 1b and 2. We have a significant number of opportunities and have increased our win rate where decisions have been made. These relationships are based on the deep scientific knowledge we've brought to the table, working in some inspiring new modalities that include metabolic, neurodegenerative, immunology and more. We had some good wins in biotech in areas such as oncology, ophthalmology and dermatology. Recently, I met with the CEO of an ophthalmology biotech who has a great product, and they raved about our success to date with an important and challenging trial. In the Q2, we also announced two offerings that reflect areas of strength for Fortrea. The first was our diversity and inclusion solution, which is designed to expand patient access to clinical trials and address the U.S. FDA requirements to increase enrollment of underrepresented populations in clinical trials. The solution incorporates our consulting expertise, real-world evidence data, comprehensive planning, implementation and measurement methodology. We've had a very nice response to this solution and have gained significant experience in this area, working on more than 40 diversity action plans in the past year. Greater productivity in clinical trials has become critical for the industry and Fortrea is centering itself on this value proposition. We are developing changes to roles, processes, partnerships and technology. As part of this effort, another offering that we announced in the second quarter was the launch of their AI Innovation Studio, which will develop and deploy AI and ML technologies to drive productivity, quality and enhance site and patient experiences, as well as safety in clinical research. Fortrea's Innovation Studio is a fresh take on AI for CROs, very forward-looking and collaborative, yet still cost-effective. I'm looking forward to seeing what productivity ideas emerge from the studio in collaboration with our forward-leaning customers. We're hoping to share some of this with investors and analysts later this year. In another development, our therapeutic strategy leaders, who are some of our key medical doctors, now prepare strategies for increasing our impact and share in various therapeutic areas. They identify the movers and shakers, interesting mechanisms, as well as what we need to do and offerings, we need to have to increase our share of the pie with biotech’s and large pharma. Overall, we're strengthening our offerings and it's getting noticed. Fortrea was recognized in the second quarter for the first time as an independent company with CRO Leadership Awards, sponsored by Clinical Leader, in four categories, capabilities, expertise, quality and reliability. These awards are based on an independent survey, which compiled feedback that customers provide on CROs that they have worked with on a project during the past 16 months. Now, let me address the low light of the quarter that spills into some of our other results. Our book-to-bill for this quarter was just under one. Since we're a new public company, we'll try to give you more color on what happened. During Q2, we said to you, if we execute, we can meet our target of 1.2 book to bill. Let me explain why we thought that. Our pipeline at the beginning of Q2 was larger than any quarter since the beginning of 2022. In fact, it was 11% higher than the average of the three prior quarters. And our win rates have been solid. Overall, about half of our work is with biotech’s. We're experienced at working with biotech companies and are optimistic about our capability to deliver attractive biotech solutions that fuel growth for Fortrea. At the same time, contracting in this space can be uncertain, and we're finding it is harder to predict when the final contract will be executed. In the first half, our mix was slanted toward biotech. We're making changes to address the disappointing predictions and bookings these past two quarters. Unfortunately, two quarters of sub 1.2 bookings impacts our guidance and some other key targets. Now, let me turn to our pipeline for the back half of the year. As I mentioned, our pipeline at the beginning of Q2 was 11% greater than our average of the prior three quarters. In Q3 and Q4 of last year, we delivered that 1.2 book to bill are better. The pipeline at the beginning of this quarter, Q3, is even greater than it was in Q2. In fact, it's 7.5% greater than it was. It also has more large pharma, which is encouraging. We're seeing our large pharma partners coming through their internal processes with RFP flow returning. We also feel good about Q4. As we sit here today, the second half overall has more qualified opportunities than any upcoming two quarters since we've been public. The pipeline is very attractive. In addition, the new and refreshed partnership should contribute more opportunities in 2025. Now let me hand over to Jill, she'll comment on the numbers in more detail and our transformation and margin improvement programs, then I'll wrap up with some comments about the remainder of the year in 2025.

Thank you, Tom, and thank you to everyone for joining us today. Before we get into the details of the quarter, I want to acknowledge some of the work we have already done over the past year, exiting around 60% of our TSA services with our former parent, completing the divestiture of our non-core enabling services businesses, and materially improving our balance sheet. These are important building blocks for us to create long-term value for all our stakeholders. Upon the closing of the enabling services divestiture and executing on our receivable’s securitization facility in the quarter, we significantly reduced our balance sheet leverage by paying down around $500 million of spin-related debt. We have improved our capital structure and have ample headroom between our current ratios and our debt covenants. We have laid the right foundation for continued transformation. I will start with providing a detailed breakdown of the financial performance of our core business this quarter. Then I will walk you through the components that we are using to enhance profit margins in the adjusted EBITDA margin bridge we provided. I will share progress on our commercial transformation and expectations for the remainder of 2024, including the components that are driving improved adjusted EBITDA margins for the second quarter and that we believe will drive improved EBITDA margins for the second half of 2024. And finally, I will discuss our outlook for 2025. As a reminder, all of my remarks relate to continuing operations following the divestiture of our enabling services businesses unless I note otherwise. Revenues of $662.4 million declined 8.6% year-on-year. This was driven by lower pass through revenues compared to historical highs and lower service fee revenues. The pass-through decline is largely driven by lower pass-throughs on the biomarker studies we have previously called out, which are now normalizing given their stage in the project lifecycle. Our 2nd quarter service fee revenue continues to be impacted by a combination of factors, primarily lower new business awards in the pre-spin period, along with a mix shift towards later stage and longer duration studies, particularly in oncology. Note that we did see mid-single digit sequential growth in service fees, in line with our expectations. On a GAAP basis, direct costs in the quarter decreased 7.6% year-over-year, primarily due to lower pass-through costs. SG&A in the quarter was higher year-over-year by 59.7%, primarily due to incremental onetime costs incurred for exiting the TSA with our former parent. The company reclassified $33.1 million from direct cost to SG&A expenses in the prior year comparison period, primarily related to information technology costs and certain non-clinic facility charges. For the Q2, you will see SG&A as a percent of revenue on a GAAP basis at 23.6%. However, it contains approximately $54 million of onetime costs related to the continued separation from our former parent. Excluding spin related onetime costs in both quarters, underlying SG&A as a percent of revenue was relatively flat to the Q1. We see significant potential to expand margins by reducing SG&A expense as a percentage of revenue over time once we fully exit the TSA services and can transition to lower-cost replacement infrastructure. Net interest expense for the quarter was $45.2 million, however this is comprised of actual interest expense of approximately $33 million, and the remainder being the write-off of a portion of the debt issuance discount based on the debt prepayment in the quarter. As noted previously, we are targeting quarterly interest and related fees expense to decline substantially going forward due to the debt pay-down. When looking at the annualized interest expense using debt outstanding, securitization usage, and rates in effect at the end of the second quarter 2024, estimated annual total cash interest and securitization costs are targeted to be approximately 18% lower compared to the annualized cost at the end of the first quarter of 2024. Turning to our tax rate, the effective tax rate for continuing operations for the quarter was negative 12.1%, primarily due to the combined effect of a forecasted pre-tax loss in 2024 given our large one-time costs, a change in evaluation allowance, and earnings mix. During the second quarter, we recognize tax expense of $10.7 million in continuing operations, primarily due to a forecasted valuation allowance on our deferred tax asset related to disallowed interest expense. We have plans that we expect could improve our overall tax position over time. Our book to bill for the trailing 12 months since the spin is 1.16 times, and for this quarter, it was 0.96 times. Our backlog at around $7.4 billion has grown 5.6% since the spin. As part of our work in the first quarter of this year to disentangle the enabling services businesses for reporting as discontinued operations, we became aware of historical misstatements of certain financial line items which we identified. The overall impact of these adjustments is not considered material to any given year. As previously discussed, we are continuing to bolster our financial control environment through personnel additions and process improvements. Continuing operations adjusted EBITDA for the quarter of $55.2 million decreased 23.2% year-over-year compared to adjusted EBITDA of $71.9 million in the prior year period. Note that adjusted EBITDA more than doubled compared to the first quarter of 2024, increasing by 103.7% on a sequential basis. Adjusted EBITDA margin for the second quarter was 8.3% compared to 9.9% in the prior year period. Adjusted EBITDA margin in the quarter was negatively impacted by lower service fee revenues from the lower awards during the pre-spin year, the mix to longer duration studies, and higher SG&A costs post-spin to support operations as a public company. These were partially upset by the benefit from the restructuring program we initiated in the third quarter of 2023, which is continuing into 2024. In the second quarter of 2024, adjusted net loss of $2.3 million decreased 105% compared to adjusted net income of $46.1 million in the prior year period. Adjusted net loss for both basic and diluted share for the quarter was $0.03 compared to adjusted net income of $0.52 in the prior year period. Turning to customer concentration. In our continuing operations, our top 10 customers represented slightly more than half of our second quarter 2024 revenues. One customer accounted for 13.2% of revenues. As I comment on cash flows, note these relate to Fortrea in total as we have not segregated cash flows from discontinued operations. For the first six months and a June 30, 2024, we reported $248.1 million in cash flow from operating activities compared to $148.1 million generated in the prior year. Cash flow benefited from the sale of receivables under the securitization facility and an increase in unearned revenue, partially offset by the decrease in net income. Free cash flow was $227.6 million compared to $122.3 million in the 1st, six months of 2023. Net accounts receivable and unbilled services for continuing operations were $637.9 million as of June 30, 2024 compared to $941 million as of March 31, 2024. Day sales outstanding from continuing operations was 54 days as of June 30, 2024. 43 days lower than March 31, 2024. The reduction versus the Q1 is primarily due to the sale of receivables through our securitization facility, lower average billings and to a lesser extent, an increase in advances. We continue to make changes to our contracting and order-to-cash processes to enable further improvements to our DSO profile over time. During the quarter, we prepaid $275 million of term loans from the initial divestiture proceeds, with the majority $211 million used to prepay term loan B, which has a higher cost of debt. We also used $229 million of the proceeds from our securitization facility to further pay down term loan B and our revolver, and as a result, reduced total debt by $504 million from the end of the Q1, ending the Q2 with $1.14 billion in gross debt. We have been and for the foreseeable future we expect to be fully compliant with the financial maintenance covenants of our credit agreement. We have considerable room under our covenant ratios due to the debt paydown, the exclusion of securitization usage from the calculations and the benefit of the add backs permitted under the credit agreement. We ended the quarter with more than $0.5 billion of liquidity. Our capital allocation priorities are unchanged, focusing in the near term on infrastructure investments for timely exit of the transition services agreement with our former parent, targeted investments to drive organic growth and improve productivity and then debt repayment. Our target for net leverage ratio continues to be 2.5 times to 3 times over the medium term. Now I will provide an update on our transformation program. We continue to make progress on our journey towards improving financial results while we increase the longer-term health and performance of Fortrea. We've now exited around 60% of our TSA services with our former parent, and we have robust plans in place to exit the majority of the remaining TSA services by year end, with a limited number being exited early in 2025 to ensure business continuity through year end. We are continuing with programs to reduce costs, including a restructuring program we introduced in the Q3 of 2023, which is continuing into 2024. The improvement in overall adjusted EBITDA this quarter is benefiting from these programs as the service fee revenue growth we delivered dropped through strongly to the bottom line as we expected. On SG&A, while we have made initial progress in IT already, we are continuing to prepare for more efficient supporting organizations over time. In a few areas, we begin we expect to begin to see benefits emerge towards the end of the year with other improvements planned for 2025 and beyond as we fully exit the TSA and adopt these more efficient infrastructures. As you can see from our SG&A expense line item, this is critical for us to be competitive with our peers. On operational execution, we continue to enhance productivity by compressing our time to study start-up and accelerating achievement and milestones through targeted investments in project management capabilities. We remain laser-focused on building our backlog with the right mix and volume of new business awards. To that end, we are continuing to invest in resources and tools for our commercial organization and are ensuring senior leadership are intrinsically involved in the competitive selling process by leveraging their relationships and experiences. I will now cover our updated guidance for continuing operations. For full year 2024, we are lowering the midpoint of our revenues to $2.725 billion with a range of $2.7 billion to $2.75 billion. The adjustment to revenue guidance largely reflects the lower recent pass-through trends we have been seeing, in particular due to the biomarker studies I mentioned earlier, and the impact to service-free revenues due to the lower-than-expected new business awards in the first half of the year. As a result of these headwinds, we now expect to have an overall revenue decline versus 2023 of around 4%, with the second half being improved versus the first half, but down slightly versus the prior year. Given that a portion of the revenue reduction is expected to be service-free revenues, we are reducing our adjusted EBITDA target to a range of $220 million to $240 million. In spite of the lower adjusted EBITDA range, we are targeting to show continued improvement sequentially through the remainder of the year, both in service-free revenue and in adjusted EBITDA. Let me bridge this improvement for you as seen on Slide 9 of our investor presentation. You will see that we delivered $82.3 million of adjusted EBITDA in the first half of the year. Using this as a run rate would give you a full year adjusted EBITDA of around $165 million. To get to our revised midpoint of $230 million, we are targeting service-free revenue growth to contribute $40 to $50 million, along with continued operational and SG&A optimization to contribute $15 to $25 million. The margin optimization is anticipated to be a combination of gross margin improvements, given the restructuring programs we have implemented, improvements in facilities and other operating costs, and reductions in our IT spend. In achieving this, we would target to deliver an adjusted EBITDA margin in the 11% to 12% range for the fourth quarter of 2024. Now let me share some implications of our results and these guidance changes to our view of 2025 adjusted EBITDA based on our modeling. We are now targeting the adjusted EBITDA margin for 2025 to be more likely in the 11% to 12% range. While this is below the 13% we had been targeting previously, it would represent a roughly 300 basis points improvement at the midpoint versus 2024, and broadly a 30% to 40% increase in adjusted EBITDA dollars delivered. In addition, we are targeting a return to positive cash flow in 2025, given the expected reduction in spend related to the separation from our former parent. The challenges of the separation and the time it is taking to optimize our commercial approach and operational execution has led to a slower return to growth and margin expansion than we originally anticipated. But make no mistake, with a backlog of more than $7 billion, a global talented team of more than 16,000 clinical development professionals, and full independence to unlock future optimization in-site, we remain a great partner for our growing customer base, a rewarding place to work for our employees, and a long-term value creation opportunity for our investors. We are relentlessly focused on driving innovation and efficiency in clinical development, and we are gaining significant traction with customers, which is opening doors to new opportunities. As a pure-place CRO, we are diligently executing our transformation strategy to drive substantial margin expansion and unlock significant value for our shareholders. Now I'll turn it back to Tom for the remainder of his remarks.

Thank you, Jill. In closing, let me provide some thoughts about the remainder of the year in 2025. Regarding the second half of 2024, as I mentioned, our pipeline of opportunities has grown and has more large pharma, which should be more predictable. In both the third and fourth quarter, we have attractive qualified opportunities to close and contract. If we execute, we feel confident that across the two upcoming quarters, we can average 1.2 book to bill. Q4 looks stronger than Q3. We will continue to do everything we can to meet a 1.2 book-to-bill or better in the 3rd, 4th quarters. Now let me pick up on Jill's discussion of 2025. We have a programmatic approach to increase sales and improve operating margins, while delivering for customers with quality. We now understand the investments required and are planning to make them. If we hit our target book to bills, as Jill said, we're modeling more than 30% improvement to adjusted EBITDA dollars next year. In 2025, we will complete our exit from our former parent and end those heavy onetime costs. We also expect to turn cash flow positive in 2025. I acknowledge that this is a different financial trajectory than the one we had hoped, but it is still a very attractive increase in adjusted EBITDA in a short period of time. Let me step back and tell you why I'm so confident in Fortrea, because I get to see the Fortrea team in action, because I get direct customer feedback on our performance and how we show up from executives. We work hard here, we press our innovative offerings, and we seek to exceed our customers’ expectations. When customers take the time to get to know us, they see us as innovative, agile, and they know the management team is accessible to them. Internally, I meet with teams working on exiting our former parent divesting enabling services, and improving our delivery and margins. They also work hard, they resolve issues and they meet deadlines. I meet with our AI and IT leaders regularly. We push for practical innovation while reducing overall IT costs. There is work to do, but this is the right team to do it. For instance, Jill and I meet weekly with teams driving our sales process. We review larger and more important deals. We press for critical thinking and what I call ferocious debates among friends to develop compelling solutions. We're getting better all the time. In my career, I've turned around businesses and I've grown businesses. Let me share this. Services firms and CROs in particular can be thought of like flywheels. If you know what a flywheel is, you know it takes effort and time to get it spinning. As Jim Collins has written, you put a great team in place, you confront the brutal facts, and then you create a culture of discipline around execution. We're doing that here at Fortrea. Once the flywheel is spinning, momentum is a very powerful thing. We can go on a multi-year journey to create value. Other CROs have, and we will too. In summary, Fortrea had a very solid quarter of execution and progress, and we're well-positioned for growth and value creation in the future. We will get that flywheel going and build momentum. You think about it, we delevered. We doubled EBITDA from Q1 to Q2. We had some big relationship wins in large pharma. We have a record pipeline as a public company, and we're anticipating more than a 30% increase in adjusted EBITDA next year. In closing, I'd like to recognize the tremendous team of professionals we have working here at Fortrea. We have navigated our 1st year as an independent entity, and the team has remained focused and dedicated to our patient-inspired mission. I appreciate their commitment and their expertise when we deliver solutions that bring life-changing treatments to patients faster, creating value for all of our stakeholders. Operator, can you please open the lineup for questions?

[Operator Instructions]. The first question will come from Dave Windley with Jefferies.

Hi, good morning. Thanks for taking my questions. You did hit the doubling of EBITDA in 2Q, which I thought was going to be the hardest hurdle for you to hit. I wanted to dig into some of the moving parts in the P&L and the first question. So, you mentioned that service fee revenue was up mid-single digits, which since total revenue was basically flat means that pass-throughs were down by the same amount. Could you quantify that? And how much should we think about that being a factor that continues through the second half? Thanks.

Yes. Thank you for the question, Dave. We won't quantify, but I will say those biomarker studies, in particular, it's really significant. What we saw at the end of, say -- in this period, same quarter last year, we saw basically high single digits impact through from that study, and it kind of quadrupled over the last few quarters and then was back down more in line with what we saw in the same quarter last year. And so, in particular, that one we think, most of the fluctuations of that one have now worked their way through. And we have been saying all along that the key to us being able to drive the improvements in adjusted EBITDA will come from service fee revenues growing. And so that -- we're pleased to see that. It was in line with what we expected for the quarter, and that's what we're projecting as we look over -- as you can see, you saw the bridge that took you from Q1 to Q2 on our presentation, but obviously, similar results we're expecting in terms of that magnitude for the remainder of the year.

Okay. Another way to come at this maybe is again, revenue basically flat sequentially, operating costs down by about $28 million. What were the drivers of that? You had talked on the last quarter about expanding some of the cost takeout that -- the restructuring that you mentioned in the prepared remarks. I assume some of it was that -- did you get a full quarter impact of that? And how much of that continues, kind of laps into the second half or into the third quarter specifically?

Yes, we didn't get a full quarter of it because some of the additional pieces that we've been taking on to that program really started in the second quarter. So that's some of the additional benefit that you'll see in Q3 and Q4. That program actually has continued through the third quarter. So, you probably wouldn't see the full benefit of that until in the last quarter of the year, but that's part of the improvement. We also -- I called out that there have been some improvements in our IT spend that we've seen as we've gone through the course of the year. They're -- most of the SG&A improvements are very back-end heavy, but we are seeing some of those things help us as well. And it's been just really tight cost management. I'm still meeting every single week to review every single hire in the company all the travel expense. So, we've really just been trying to be very disciplined about costs in this period while revenues continue to be relatively suppressed.

Okay. Last one for me. In the booking’s numbers again, kind of wondering the composition of this? Was these just lower new wins? Or given some of the moving parts and changes in estimates, including your forward revenue estimate around pass-throughs, did you take like an outsized pass-through reset or effectively cancellation in the quarter that influenced the overall book-to-bill?

Dave, it's Tom. It was really just normal bookings. There were no major cancellations and no unusual events in terms of those pass-throughs. I think the bottom line there is just that we are having some difficulty predicting exactly when biotech’s are going to contract. And we're finding, with them being about 50% of our exposure from a revenue standpoint, and in this quarter, they were much higher exposure in terms of the opportunities. We have to do a better job of understanding exactly what the time-lines are and then figuring out what we can do to influence those time-lines. So, as you heard, the pipeline is actually quite strong. Where I would worry about this business is if the pipeline wasn't strong, but the pipeline is strong. Some important wins from large pharma that will give us more of a floor. But unfortunately, in this quarter, we just didn't deliver in terms of these biotech opportunities to the level that I think we could have.

Got it. Thank you.

Thank you, David.

And the next question comes from Patrick Donnelly with Citi. Your line is now open.

Thanks for taking my question. Tom, maybe to pick up on where you finished there. I mean it sounds like you guys are feeling pretty good about the pipeline, to your point, the pipeline looks pretty good at the start of 2Q. Obviously, the book-to-bill came in light. You're talking about this building book-to-bill certainly over 1.2 in 4Q. Can you just talk about, I guess, the confidence level, the visibility just given the last couple of quarters have come up like, in spite of that stronger pipeline, what gives you the confidence that, that book-to-bill does, in fact, build off of this is pipeline?

Patrick, I think the difference, as we've looked at it in a lot of detail, and you can imagine that we're all over this, given what's going on, is that we look at that composition in terms of large pharma opportunities, biotech opportunities. We also look at what's been awarded and needs to be contracted versus what's more speculative. And in these upcoming quarters, we have quite a number of midsized and larger opportunities from large pharma, and we do have a number of things that are awarded and need to be contracted, and that gives us more confidence in what we see. Again, to some degree, I hate to acknowledge this, but we're learning a little bit more about having this much biotech exposure, at least I am. And I think what we're doing is, we're really revising our procedures there to try to really understand exactly what those dates are for contracting and then exactly what we can do about them because the ability to influence them is a key part of what we try to do as a sales team. But this upcoming two quarters with more large pharma exposure gives us some confidence because large pharma firms have a tendency to be more consistent in their scheduling and more predictable because of the amount of experience they have and how they have done their approval process. So that's what makes us feel good about the second half of the year. Certainly, I'm disappointed in the Q2 number. But again, the pipeline looks strong. And then the mix of opportunities in some of these larger pharma relationships, give us some internal confidence that we're in a good position as we go forward.

Okay. That’s helpful. And maybe one for Jill, just on the 2025 conversation there. I think that the margins are maybe more in that 11% to 12% range. But still, to your point, I think it's 30%, 40%-dollar growth. Can you just talk about the levers to get there? I mean how much of it is contingent on a certain level of top-line growth versus cost outs. If you can talk gross margin, SG&A, that's always helpful. But I just want to talk a little bit about the bridge to get to that new margin number. Thank you.

Yes. Sure, Patrick. So, it's really going to come from two things, right? In terms of the -- if you use roughly $300 million it will be split about half and half based on what we see today. We have coming from gross margin improvements, but more so from really driving productivity and improving our processes in the selling -- sorry, in the project delivery space. And then the other half will come from SG&A improvements. We've been talking about the fact that we need to get really through those TSAs and be fully exited to start to see some of that value and the dollars coming out in SG&A. And so, we're expecting it to be split between these two things.

And our next question comes from Luke Sergott with Barclays. Your line is open.

Great. Thanks. I just wanted to follow up on Pat's question there from on the 25% number. So, like if you kind of just do the math there and back it out, so you have 35% midpoint growth in EBITDA and you had like 11.5% operating margin. That implies roughly a revenue number around $2.7 billion, which comes in the low end of your guide. So, one, is my math correct there? And then two, is it like something you do with expected elevated pass-through kind of coming off, continuing to come off as we saw in this quarter? And just any color there what's actually going on between the dynamics?

Yes. I think it is -- you're right, it's really that mix as we continue to expect pass-throughs to moderate as we go through the course of the year. And then service revenues be picking up. We did have strong book-to-bills in the back half of last year. So, we're starting to see some of that come through. But in terms of top line numbers, it's being largely offset by what we're seeing in terms of lower pass-through trends.

Okay. Great. And then I guess, more high level on the market demand side. Could you talk -- we've seen like some weakness here in drug discovery side, especially on the safety assessment, and you guys just talked about seeing good bookings in Clint [ph] farms. So, kind of where does that fit within the overall workflow? I know it's more late phase focused, but study starts continue to be softer. Just kind of where you start seeing -- if there is going to be any pressure there on the late-stage pipeline?

Yes. Luke. What we see is pretty consistent with actually with what Dave Windley wrote in one of his recent notes. And that's at the early stuff.

Yes. what am I going to say?

But it's true. But we see it pretty consistent. So, in early, so in Phase 1 is a little bit softer in man-and-bump biotech’s, but what we've done over the past year is continue to increase our exposure to some of the more attractive larger players in pharma. And what we see is there is a group of pharmaceutical firms that are actually spending quite a bit more on R&D, and we're pretty well positioned with a number of those firms plus picking up some new customers in the Phase I spot that are out of, again, larger pharma. So, I think for us, what's happening is we're just well-viewed and well-positioned, and that's giving us a bit of an advantage when it looks at when we look at the clinical pharmacology. That being said, we also see the same thing that's generally being discussed in the industry that Phase 2 and Phase 3 is being prioritized. And so, given that it's being prioritized, we're seeing for a company like ours, the exposure we have, we're seeing plenty of demand for Phase 2, Phase 3 type studies. So, I think I generally agree with that commentary that's out there about how the industry is going. But again, given that we're mostly exposed to Phase 2, Phase 3 and Phase 4, that is a benefit for us.

And the next question comes from Elizabeth Anderson with Evercore. Your line is open.

Hey, thanks so much. Maybe just piggybacking off of what Luke was just asking. How have you found the pricing environment, in the recent, maybe in the pipeline and some of your recent wins? And if you could differentiate between biotech and pharma for that, that would be super helpful.

Yes. Thanks, Elizabeth. In terms of biotech pricing, I think it continues to be consistent with what it's been and that's good market-based pricing. And we occasionally see somebody step in to buy something there in biotech, but for the most part, it's solid disciplined pricing in that marketplace. And then in large pharma, similar to the commentary of some of our competitors, we generally are seeing full service outsourcing be reasonable market-based pricings. You should know that Fortrea tries to go for market-based pricing. And what I mean by that is there's probably some band of reasonable prices out there and we try to be in that band where we maintain our margins, but we deliver good value for the customer. We do see in FSP some situations where a competitor is really lowering prices. Luckily, as we've discussed on prior calls, we're not as exposed to these really large volume FSP deals as some of our competitors are. And so personally, I've been around this industry for a while, I don't think that's sustainable, but we are seeing FSP in the largest situations be very, very competitive. So is does that helpful Elizabeth.

Yeah that's super helpful. Thank you for that. Maybe this is a follow up, the back the back half guide, I think, implies a backlog burn of about 9.4% -ish. And I just obviously, that's a little bit of an acceleration versus what we saw in the first half of the year, but down year-on-year still. So how do we just think about that and sort of why is that kind of the right level? Is there sort of studies that are coming forward that you know that have started to burn already? Like you could just give us any more color on why that's the right burn rate, that would be great. Thanks.

Sure, Elizabeth. Yeah, I think it's two things.1, as you say, I mentioned what we won in the second half of last year is starting to come into the pipeline and we are being really focused on those new projects in particular and ensuring we execute them as rapidly as possible, getting sites initiated, getting to those patient enrollment milestones where we can start to also bill in addition to recognizing revenue. So those are important things. So, you have the combination of that plus the work. Tom talked about us being on the sales call. We're also on weekly project review calls, and we're going through and looking at all large projects come forward every week, and we talk through and understand where they are and try to do what we can to get any barriers out of the way, whether it's resourcing or leadership engagement or working with customers in terms of trying to get decisions. So those two things are really allowing us to start to drive some momentum in how we're burning through our backlog. It's a little bit of an uptick. It's a constant battle that we're making to try to grow revenue, but against those two things we're seeing some initial progress.

Got it. That's helpful. Thank you.

And the next question comes from Justin Bowers with DB. Your line is open.

Hi. Good morning, everyone. Tom, can you talk a little bit how you're positioning Fortrea in biotech versus large pharma and maybe, discuss some of the steps that you're taking in terms of the commercial transformation and how you're going to market?

Yes, thanks, Justin. In terms of biotech, we have this strong medical expertise that we inherited from Covance over time and some excellent physicians, excellent strategists. We were just on a call the other day where our lead strategist actually did her PhD in this specific mechanism and indication of the project and had some really innovative ideas. So, when it comes to biotech, what we're really trying to do is figure out how we can, with quality, shorten their timelines and really bring the medical scientific expertise, how we can help them with the protocol development to make sure that we reduce protocol amendments and give them the site investigator relationships and access that it's hard to get as a small biotech. With large pharma, it's interesting. They're -- as I alluded to in my comments, they're very interested in productivity right now. We're seeing some of the consultants to the industry really pushing productivity. It's a discussion topic, whether they're increasing their spending on R&D or not. And so, what we're really doing is leaning into how does Fortrea, with being a relatively agile company, how do we help them be more productive? And so, as I said in my remarks, we've decided this is something I've been passionate about for a long time. And so, we've really decided to try to center ourselves. So not just, for instance, investing in AI generally, but how do we improve the productivity of some of the more expensive parts of the clinical trial, such as the interaction with CRAs around sites or reducing protocol amendments around, that have secondary effect costs throughout the trial. So, with big pharma, we're really trying to center ourselves in this productivity discussion. With biotech, it's more acceleration, scientific support, real-world evidence integration, those types of things. Does that help, Justin? I know that's a little detailed for an earnings call, but maybe it gives you a sense.

Yes, appreciate it. And then just a follow-up for maybe you and Jill on the bookings. Were there any delays or push-outs from 2Q into the second half of the year? I mean, you talked about some awards that were not yet contracted. And then, should we just think of this as being just given the size of the organization and where you are now? Like, should we just think of the bookings as just being a little more a law tool from quarter-to-quarter, but at the end of the year, sort of you can maybe get back to the 1.2 on average. Is that sort of like where we are in the cycle right now over the next call like four quarters to six quarters?

Let me start on that. I do think that we are, to your last point there, we are trying to get to a point where we have a trailing 12 months of 1.2, so that we have that ongoing amount of bookings that really helps us grow. And so, I do think for better or worse, what you're seeing in fact is little more volatility than we would like. But again, the key thing is that the pipeline is strong right now. I don't know, Jill, if you'd comment more on that, but I think we should be able to with the efforts we're doing at predictability and then the relationships we're developing, I think we're expecting to be able to get greater consistency here. That's obviously the target. I think we called out the one in the Q1 because it happened so late and it was Yeah. It was big. And it was large and we had confirmation from them that it was gonna happen and then it didn't at the last minute. So, I think I don't want to be talking about pushing from quarter-to-quarter. We're just targeting consistently getting to that 1.2 over time and with the pipeline that we see for the second half, we believe we've got the mechanism to do that.

And the next question comes from Max Smock with William Blair. Your line is open.

Good morning. Thank you for taking my question. Wanted to just drill in a little bit more into your commentary around small biotech and decision-making process there. Can you give us a sense for just how those decision-making timelines have changed across this year? It seems like funding really trailed off in June and July. Just wondering if you've seen biotech become even more cost conscious in the last couple of months in particular. And what do you get to since these customers are waiting to see in order to feel more comfortable about moving these programs forward here in the near future? Thank you.

Yes. I think cost-consciousness-wise, they've always been pretty cost-conscious because they're on a budget, maybe 2021, 2022 is a little bit of an exception, but generally, they've been pretty cost-conscious. I do think we're seeing more involvement of different elements of the organization, whether it's the Board, whether it's more interaction with the top executives in the company that are causing the biotech’s to just have an anticipated schedule and then at least from what we're seeing, then have that anticipated schedule slip through these further discussions. As Jill said, it's difficult I don't think the fact that we now have a larger pipeline because of some of these slower processes doesn't make us want to promise you anymore. But there's no question that the decision processes over the last, say, four quarters to six quarters have gotten a little bit slower in biotech as they're just a little bit more careful with their budgets.

And then maybe just a quick follow-up for me here on burn rate. Wondering if employee retention, if you can get some commentary around how that has tracked so far here in 2024 and what impact turnover has had on the lower than expected burn rate that we've seen over the last couple of quarters here? Thank you.

Want to do that, Jill?

Yes, sure. So, I know we've been talking towards the end of last year and early this year that we were seeing attrition levels well below, pre-COVID norms. They've maybe moved up just slightly, but they're really in line with the industry, nothing significant there. We don't think that's a significant factor in terms of the burn rate. I mean for us it's really about continuing to focus on the productivity enhancements, greater execution around the delivery and making sure that we unlock the barriers and for our teams to be able to deliver the projects as efficiently as possible. We're not seeing attrition be a big factor.

Okay. Great. Thank you, for taking my question.

Thanks, Max.

And the next question comes from Charles Rhyee with TD Cowen. Your line is open.

Yes. Thanks for taking the question. I wanted to probably just go into a little bit more. You talked about sort of the cost just that biotech is always been sort of mindful of spending. And obviously, some of your peers have also talked about some cautiousness. How much do you think it's maybe on the macro environment that lack of sort of rate, cuts that we haven't seen, has that played a bigger part it hasn't, that come up in discussions? And then secondly, maybe for Jill, when -- if we think about the EBITDA margin guide implied for the 2025 revenue growth, how much of that is predicated on hitting the 1.2 book to bill in the back half of the year? Like, maybe you can give it a sense on maybe some of the sensitivity. Can you still get there if you're a little bit short? Or is it that at least 1.2 is required? Thanks.

Thanks, Charles. I think I'd summarize the biotech market as being solid. So, it is consistent with prior quarters, consistent with this year that it is a solid environment. And then in terms of the larger pharma, we really do see three groups of them. We see those that are growing, those that are sort of slow growth or flat-ish, and then those that are flat to decline. And we actually see different behaviors in those different groups. And so, we think about our targeting of them very differently. And so, again, biotech being, more than 60% of the R&D market these days and being where a lot of the innovation is happening continues to be a big target, be solid and attractive for us at Fortrea, a big part of our history. But then we're being very careful because the large pharma market is really pretty distinct in how it's reacting with some actually increasing full-service outsourcing, some pressing for savings and productivity, and then some actually restructuring simultaneously. So, is that -- Charles, does that help on the market overall and how we're thinking about it?

Yes, it does. Maybe before, Jill, you talked about the margins just to follow-up on that, Tom. You mentioned earlier, right, in your pro-commodity, I just want a big pharma engagement, and you said that they had come and that Fortrea kind of presented differently. Maybe, you can provide a little more details on how you presented differently. Like, what did they kind of call out?

Yes, it's a number of factors. It's largely alignment with their values of where they're going. So, when you look at what we're trying to do at Fortrea, this focus on productivity, this focus on how we can be more effective at supporting their need to accelerate drug development, we're getting very good feedback about that. And then the other, frankly, is that our management, it's not just me and Jill, frankly, it's as you go down through levels of this organization, it's all quite aligned. They do like what we're doing in artificial intelligence. We have some concepts here that we'd like to show to you guys later in the year associated with how we think about technology, how we think about simplifying and making more efficient the CRA's job, how we're trying to use hubbing and centralization to lower the overall costs. And they're excited to collaborate with us over the coming few years in terms of how we can try to get greater productivity and to clinical research.

Okay. And I'll pick up on your question. I mean, yes, we are working very hard to deliver on average across that back half, that 1.2 times book-to-bill, that will be very important. We would have margin expansion if we're able to be a little bit less than that, but I think to get to those levels, it's really important because, as you know, getting revenue through the funnel is very critical in being able to bring in those new projects where we can apply the new techniques and methodologies we're doing is really important. So, we are very much working towards getting that 1.2 times to be able to get to the 2025 target.

Great. Thank you.

And our next question comes from Matt Sykes with Goldman Sachs. Your line is open.

Good morning. This is Will over at Meyer on for Matt. Thank you for taking my question. You touched on the cost savings a little bit on Dave's question, but just to dig a little deeper there. Is there scope to continue to drive costs lower than you previously expected given the revenue and booking trends this year? And maybe some overcapacity you've experienced? And I guess, put differently, how are you thinking about balancing cutting costs and expanding margins while being ready to absorb greater demand when it comes through?

Yes. You've had the nail on the head on that last point there, right? We're trying to be very, very disciplined and think about how we balance improving the bottom line with making sure hearing the feedback from our customers and the things we need, we know when we show up, particularly in large pharma opportunity, they expect you to have a global footprint and be able to produce work in any country that they are looking for support. So, it is a balancing act. We know there's opportunity to take out further costs in SG&A. We're very focused on that. We've talked about that historically. You can see it in our SG&A, even the underlying as a percent of revenue, we've talked about the fact that in IT, in particular, we're working hard to bring down the cost. But we're trying to be really thoughtful. Think about things like Tom had mentioned with the AI and ML, how we can use that to also improve productivity. So, it is a balancing act. We're certainly being mindful of the cost as we go forward while we try to be prepared for what we hope will be significant growth in the future.

That's helpful. And then one more quick one on our side. Given the dispersion between pharma and biotech in the discussions this quarter. Longer term, how are you thinking about the customer mix split between biotech and pharma? Are you still aiming for that 50-50 split? Or is your thought process evolving there?

Yes. Thanks, Will. I think we would like to continue on with this mix. We like this mix because the large pharma gives you that consistency of opportunities. And clearly, as you can tell from this call, we want to consistently deliver for you and for our people and our customers. So, you get that consistency with large pharma. And frankly, we also think that some of the things we're doing around productivity benefit the biotechs as well. On the other hand, biotech market is rich. It is growing. It is getting investment and it is expected to continue to grow as a proportion of the overall R&D spend. I certainly, in my discussions, big pharma, you certainly continue to have a lot of interest in trying to look at the assets that are attractive and the large pharma is looking to biotech for a lot of its innovation. And so, we think continuing to serve that market. We have a history of it. You'll know that Covance had acquired Chiltern. Chiltern was very biotech -- 100% biotech focused really. And so, we have a lot of good skills for biotechs, and we hope to keep that 50-50 mix going.

And our next question comes from Eric Coldwell with Baird. Your line is open.

Thank you. First, I think I have three questions. What was the breakdown of the $54 million spend related cost here in the quarter? Why was that up over 3x quarter-over-quarter? And what is the expected level in 3Q and 4Q?

Yes. Sure, Eric. I'll take that one. We were expecting it to increase. We won't -- we're not expecting to be at that level quarterly for the remainder of the year. But we knew that it was going to ramp over the course of the year because of the fact that the heavy lift in terms of the -- particularly the IT transitions that we were doing, those were where the majority of the costs were. So, the vast majority of that, probably 80% of it is IT-related type costs and the rest would be supporting the other groups. But I mean, it's all the things around transitioning servers. We've got about 30% of those transitions. The team is working hard and there are more than 1,000 of those. It's the applications, the hundreds of applications that we're working on. We've talked openly about the fact that replacing our ERP and HCM. So, it's really all the cost to help support those coming across. So, we're expecting to have spend on it in Q3 and Q4, but not to the extent we would -- at the moment, based on our projections, this will be the highest quarter, but there still will be spend on it in the third and fourth quarters.

When you say less, Jill, are you talking I mean, is it $40 million, $20 million? What is there a

Yes, I think it's probably still going to be -- it's not going to be as low as it was in the first quarter, but it won't be as high as it was in the second quarter. Just to kind of -- I think if you about the average of that, that's probably a fair approximation.

Okay. And then was there a bonus reversal benefit to 2Q? And is there an accrual reduction impact that you would call out that's incremental driving the second half?

There was a very small amount that we unwound in Q2, but that wasn't the biggest driver of the improvement from an adjusted EBITDA perspective. It was really small. I mean, obviously, yes, we have publicly said that we are reducing our future accruals because of the fact that we are below where we were expecting to be for the year. So that is a little bit of a benefit in the second half, but it wasn't the big driver of the 2Q performance from an adjusted EBITDA perspective.

I'm just trying to get a sense on the comp as you go into 2025. And if you were to move back to normal accruals in '25, obviously, from a lower level than was previously expected. But what kind of a year-over-year headwind might that be? And is that factored into the 11% to 12% EBITDA guidance?

It is factored in.

Preliminary outlook, I guess.

Yes, preliminary outlook, it is factored into that. It will be a headwind that we'll have to work to overcome and that's part of the work that we're doing across the teams. And we did talk a little bit about that. The benefits of that restructuring program because we're continuing to work through that through this quarter. Not really seeing full benefits to that towards the end of this year, that will help offset some of that as we go into next year. But that is also a headwind that we're working towards with the efficiency and productivity programs that we have in place. We know it's important to be able to get back to that.

Yes. The main thing is, Eric -- The main thing is it's planned in...

Yes, it is part of it.

Yes. Okay. And I know I said I had three questions. I guess there's probably a few more subparts to these. But on the last one, you've said you were making changes to get the bookings going. You've talked a bit around that. But are there any specific details you could give us changes in the terms you're offering changes in pricing, changes in sales force focus, leadership? Is there some kind of more specific detail you could give us anecdotal commentary that we could track besides more of what I would say was a higher-level discussion so far, at least a felt like that to me?

Yes. Eric, appreciate that. I'm glad you asked too because we are not making price concessions for -- to increase sales. We're not doing anything out of market associated with extending terms or anything like that. So, we are really trying to stay in market and had the value proposition of working with us. As I was alluding to in the earlier discussions with our strategies, with our medical expertise, with the investigator relationships that we have with the technologies like the Advarra, Viva relationship that's pretty unique that we have we're really trying to press into selling with that, not by making price concessions. So, I'm glad you asked about that. With respect to specifics, yes, I think there are a couple of things. First, we are improving the discipline of our weekly and monthly meetings associated with sales and the predictability. We're going to make a couple of changes to how we predict the second half of the quarter and look at probabilities a little bit differently than we have been. We had gone into to a certain methodology and now we're going to use a couple of different methodologies to try to predict. But the key is what you don't want to do is you don't want to predict you're going to be at 0.96. What you want to do is figure out the way to get at 1.2. So, the key is really working with the teams to really try to understand the decision processes and then how we can influence them and make them work. And the other thing that we're looking at in all candor for next year, and it's incorporated in the numbers that Jill was describing, is actually potential of increasing our resources associated with going after biotech in particular. And do we -- we inherited a sales force of a certain size. And so, we're thinking should we go ahead and have more resources exposed to biotech in certain geographies. So, we're looking at that right now. So, we've got a number of things. I guess the last thing I'd say is we are looking at the use of AI in both targeting and RFP development. There are some tools out there that you may be aware of that incorporates some elements. So, we're looking at what those tools can do. but then also looking at how can we enhance it with some of the skills that we have in-house. So, does that help, Eric?

Yes. Thank you. That’s helpful. Appreciate it.

And the next question comes from Michael Ryskin with Bank of America Securities. Your line is open.

I'll just limit it to one given the time. I want to go back to this comment on pipeline converting to orders both in 2Q and later in the year, talking about the swing between pharma and biotech. So just -- I mean, it sounds like there was -- you talked about predicting -- difficulty predicting when biotechs convert, but does it sound like those were canceled outright or sort of fell through. So just to confirm, all that biotech that was in the pipeline that didn't convert in 2Q. Is it still on the pipeline? Is there -- is it still sort of part of your second half outlook? Because you talked about heavy biotech win in 2Q, but more pharma line entering 3Q. So, I'm just wondering if biotech that didn't converted is still there. Is that part of the equation for the second half? And then just how much does that really swing quarter-to-quarter? In terms of the pipeline, the composition of it? Because that's something that's been really evolved? And so just sort of what are the factors driving that?

Yes. I mean, our reality is that a lot of it is delayed decision-making. So, it is, in fact, in the third and fourth quarter. So that's one of the things that makes our pipeline look great. But what is -- the addition to that is that we have some things that we knew were going to be late in the year, award and contract with large pharma, and those are coming into site now too for Q3 and Q4. So that's what makes us feel good about the second half of the year. In terms of the volatility, I think we are finding there's a little seasonality. This seems to be -- perhaps it's introduced by the reprioritization and some of the internal processes taking place in large pharma that are causing more second half awards and first half awards, at least in the companies that we're working with. But you saw this last year, you see it this year. I'm not sure I really want to call it a trend yet, though. It may be more just a temporal thing that's happened in 2024 than it is a long-term trend because historically, pharma firms are pretty balanced through the year. Large pharma is pretty balanced through the year with a potential of a little increase in Q4 as they're trying to finish up their budgets. So, I don't want to call it a long-term trend yet, but it certainly happens to be something that we saw in 2024.

I show no further questions at the queue at this time. I would now like to turn the call back over to Tom for closing remarks.

Thank you very much. We appreciate your interest in us and support. Again, it's been a good quarter for things like delevering, doubling EBITDA, some of these big relationship wins, and we have a strong pipeline. So, we appreciate your interest and support and look forward to talking to you next quarter. Thank you.