COVER
COVER - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41704 | |
Entity Registrant Name | FORTREA HOLDINGS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 92-2796441 | |
Entity Address, Address Line One | 8 Moore Drive | |
Entity Address, City or Town | Durham | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27709 | |
City Area Code | (480) | |
Local Phone Number | 295-7600 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | FTRE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88.8 | |
Amendment Flag | false | |
Entity Central Index Key | 0001965040 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED AND COMB
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 107.5 | $ 112 |
Accounts receivable and unbilled services, net | 1,047.1 | 1,022.2 |
Prepaid expenses and other | 103.2 | 112.7 |
Total current assets | 1,257.8 | 1,246.9 |
Property, plant and equipment, net | 219.2 | 164.9 |
Goodwill, net | 1,994.7 | 1,997.3 |
Intangible assets, net | 773.7 | 823.3 |
Deferred income taxes | 1.6 | 1.2 |
Other assets, net | 69.7 | 54.3 |
Total assets | 4,316.7 | 4,287.9 |
Current liabilities: | ||
Accounts payable | 128.3 | 81.5 |
Accrued expenses and other current liabilities | 335.8 | 322.7 |
Unearned revenue | 264.8 | 271.5 |
Current portion of long-term debt | 26.1 | 0 |
Short-term operating lease liabilities | 19.6 | 23.3 |
Total current liabilities | 774.6 | 699 |
Long-term debt, less current portion | 1,572.4 | 0 |
Operating lease liabilities | 68 | 40.1 |
Deferred income taxes and other tax liabilities | 171.7 | 184.5 |
Other liabilities | 35.7 | 21.7 |
Total liabilities | 2,622.4 | 945.3 |
Commitments and contingent liabilities (Note 8) | ||
Equity | ||
Former parent investment | 0 | 3,618.6 |
Common stock, 88.8 and 0.0 shares outstanding at September 30, 2023 and December 31, 2022, respectively | 0.1 | 0 |
Additional paid-in capital | 1,987.6 | 0 |
Accumulated deficit | (13.1) | 0 |
Accumulated other comprehensive loss | (280.3) | (276) |
Total equity | 1,694.3 | 3,342.6 |
Total liabilities and equity | $ 4,316.7 | $ 4,287.9 |
CONDENSED CONSOLIDATED AND CO_2
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical) - shares shares in Millions | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | |||
Common stock, outstanding (in shares) | 88.8 | 88.8 | 0 |
CONDENSED CONSOLIDATED AND CO_3
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 776.4 | $ 762.3 | $ 2,333.6 | $ 2,334.4 |
Costs and expenses: | ||||
Direct costs, exclusive of depreciation and amortization (including costs incurred from related parties of $0.0, $21.6, $48.8 and $65.7 during the three and nine months ended September 30, 2023 and 2022, respectively) | 647.3 | 594.8 | 1,932.9 | 1,847.6 |
Selling, general and administrative expenses, exclusive of depreciation and amortization | 78.9 | 70.7 | 237.7 | 216.5 |
Depreciation and amortization | 24.6 | 22.7 | 72.5 | 69.7 |
Restructuring and other charges | 11.6 | 5.2 | 16.7 | 27.8 |
Total costs and expenses | 762.4 | 693.4 | 2,259.8 | 2,161.6 |
Operating income | 14 | 68.9 | 73.8 | 172.8 |
Other income (expense): | ||||
Interest expense | (34.6) | 0 | (35.3) | 0 |
Foreign exchange gain (loss) | (0.9) | 4.8 | (1) | 21.1 |
Other, net | 3.6 | 0.5 | 4.6 | 1.4 |
Net income (loss) before income taxes | (17.9) | 74.2 | 42.1 | 195.3 |
Provision for (benefit from) income taxes | (4.8) | 13.6 | 9.5 | 35.8 |
Net income (loss) | $ (13.1) | $ 60.6 | $ 32.6 | $ 159.5 |
Earnings (loss) per common share | ||||
Basic (in dollars per share) | $ (0.15) | $ 0.68 | $ 0.37 | $ 1.80 |
Diluted (in dollars per share) | $ (0.15) | $ 0.68 | $ 0.37 | $ 1.80 |
CONDENSED CONSOLIDATED AND CO_4
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Costs incurred from related parties | $ 647.3 | $ 594.8 | $ 1,932.9 | $ 1,847.6 |
Related party | ||||
Costs incurred from related parties | $ 0 | $ 21.6 | $ 48.8 | $ 65.7 |
CONDENSED CONSOLIDATED AND CO_5
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (13.1) | $ 60.6 | $ 32.6 | $ 159.5 |
Foreign currency translation adjustments | (56) | (96.6) | (7.6) | (216.8) |
Net benefit plan adjustments | 0 | 0 | 2.1 | 0 |
Unrealized gain on derivative instruments | 1.6 | 0 | 1.6 | 0 |
Other comprehensive loss before tax | (54.4) | (96.6) | (3.9) | (216.8) |
Provision (benefit) for income tax related to items of comprehensive income | (0.4) | 0 | (0.4) | 0 |
Other comprehensive loss, net of tax | (54.8) | (96.6) | (4.3) | (216.8) |
Comprehensive income (loss) | $ (67.9) | $ (36) | $ 28.3 | $ (57.3) |
CONDENSED CONSOLIDATED AND CO_6
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Former Parent Investment | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Beginning balance at Dec. 31, 2021 | $ 3,260.6 | $ 0 | $ 0 | $ 3,409 | $ 0 | $ (148.4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 32.5 | 32.5 | ||||
Other comprehensive income, net of tax | (34.6) | (34.6) | ||||
Net transfers (to) from Former Parent | 88.6 | 88.6 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | |||||
Ending balance at Mar. 31, 2022 | 3,347.1 | $ 0 | 0 | 3,530.1 | 0 | (183) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Beginning balance at Dec. 31, 2021 | 3,260.6 | $ 0 | 0 | 3,409 | 0 | (148.4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 159.5 | |||||
Other comprehensive income, net of tax | (216.8) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||
Ending balance at Sep. 30, 2022 | 3,222.5 | $ 0 | 0 | 3,587.7 | 0 | (365.2) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||
Beginning balance at Mar. 31, 2022 | 3,347.1 | $ 0 | 0 | 3,530.1 | 0 | (183) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 66.4 | 66.4 | ||||
Other comprehensive income, net of tax | (85.6) | (85.6) | ||||
Net transfers (to) from Former Parent | (29.3) | (29.3) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||||
Ending balance at Jun. 30, 2022 | 3,298.6 | $ 0 | 0 | 3,567.2 | 0 | (268.6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 60.6 | 60.6 | ||||
Other comprehensive income, net of tax | (96.6) | (96.6) | ||||
Net transfers (to) from Former Parent | (40.1) | (40.1) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||
Ending balance at Sep. 30, 2022 | $ 3,222.5 | $ 0 | 0 | 3,587.7 | 0 | (365.2) |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||
Beginning balance at Dec. 31, 2022 | $ 3,342.6 | $ 0 | 0 | 3,618.6 | 0 | (276) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 17.4 | 17.4 | ||||
Other comprehensive income, net of tax | 18.9 | 18.9 | ||||
Net transfers (to) from Former Parent | 26.6 | 26.6 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 0 | |||||
Ending balance at Mar. 31, 2023 | $ 3,405.5 | $ 0 | 0 | 3,662.6 | 0 | (257.1) |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||
Beginning balance at Dec. 31, 2022 | $ 3,342.6 | $ 0 | 0 | 3,618.6 | 0 | (276) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 32.6 | |||||
Other comprehensive income, net of tax | $ (4.3) | |||||
Ending balance (in shares) at Sep. 30, 2023 | 88.8 | 88.8 | ||||
Ending balance at Sep. 30, 2023 | $ 1,694.3 | $ 0.1 | 1,987.6 | 0 | (13.1) | (280.3) |
Beginning balance (in shares) at Mar. 31, 2023 | 0 | |||||
Beginning balance at Mar. 31, 2023 | 3,405.5 | $ 0 | 0 | 3,662.6 | 0 | (257.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 28.3 | 28.3 | ||||
Other comprehensive income, net of tax | 31.6 | 31.6 | ||||
Special payment to Former Parent | (1,595) | (1,595) | ||||
Net transfers (to) from Former Parent | (119.4) | (119.4) | ||||
Reclassification of Former Parent investment to additional paid-in capital | 0 | 1,976.5 | (1,976.5) | |||
Issuance of common stock (in shares) | 88.8 | |||||
Issuance of common stock | $ 0.1 | $ 0.1 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 88.8 | 88.8 | ||||
Ending balance at Jun. 30, 2023 | $ 1,751.1 | $ 0.1 | 1,976.5 | 0 | 0 | (225.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (13.1) | (13.1) | ||||
Other comprehensive income, net of tax | (54.8) | (54.8) | ||||
Stock compensation | $ 11.1 | 11.1 | ||||
Ending balance (in shares) at Sep. 30, 2023 | 88.8 | 88.8 | ||||
Ending balance at Sep. 30, 2023 | $ 1,694.3 | $ 0.1 | $ 1,987.6 | $ 0 | $ (13.1) | $ (280.3) |
CONDENSED CONSOLIDATED AND CO_7
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 32.6 | $ 159.5 |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||
Depreciation and amortization | 72.5 | 69.7 |
Stock compensation | 27.2 | 19.6 |
Operating lease right-of-use asset expense | 20.9 | 19 |
Deferred income taxes | (12.7) | (6.8) |
Other, net | 3.5 | 3.4 |
Changes in assets and liabilities: | ||
Increase in accounts receivable and unbilled services, net | (26.6) | (72.7) |
Increase in prepaid expenses and other | (3.1) | (15) |
Increase in accounts payable | 47.3 | 23.5 |
Decrease in unearned revenue | (6.5) | (38.3) |
Decrease in accrued expenses and other | (0.1) | (102.7) |
Net cash provided by operating activities | 155 | 59.2 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (30.9) | (36) |
Proceeds from sale of assets | 8.1 | 0.4 |
Net cash used for investing activities | (22.8) | (35.6) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving credit facilities | 24 | 0 |
Payments on revolving credit facilities | (24) | 0 |
Proceeds from term loans | 1,061.4 | 0 |
Proceeds from issuance of senior notes | 570 | 0 |
Debt issuance costs | (26.4) | 0 |
Principal payments of long-term debt | (7.7) | 0 |
Special payment to Former Parent | (1,595) | 0 |
Net transfers to Former Parent | (136.7) | (0.4) |
Net cash used for financing activities | (134.4) | (0.4) |
Effect of exchange rate changes on cash and cash equivalents | (2.3) | (10.3) |
Net change in cash and cash equivalents | (4.5) | 12.9 |
Cash and cash equivalents at beginning of period | 112 | 94.6 |
Cash and cash equivalents at end of period | $ 107.5 | $ 107.5 |
BASIS OF FINANCIAL STATEMENT PR
BASIS OF FINANCIAL STATEMENT PREPARATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF FINANCIAL STATEMENT PREPARATION | BASIS OF FINANCIAL STATEMENT PRESENTATION Description of Business Fortrea Holdings Inc. ("Fortrea" or the “Company”), a Delaware corporation incorporated on January 31, 2023, is a leading global contract research organization (“CRO”) providing biopharmaceutical product and medical device development services, patient access solutions and other enabling services to pharmaceutical, biotechnology and medical device customers. The Company offers customers highly flexible delivery models that include Full Service, Functional Service Provider, and Hybrid Service structures. The Company has a rich history of providing clinical development services for over 30 years across more than 20 therapeutic areas, first as Covance and later as Labcorp Drug Development. On June 30, 2023, the Company completed a spin-off (the “Spin” or the “Separation”) from Laboratory Corporation of America Holdings (“Labcorp” or “Former Parent”). The Company leverages its global scale, clinical data insights, technology innovation, industry network and decades of experience as a standalone company and as a business unit prior to the Spin to deliver tailored solutions to its customers. With what the Company believes is a distinctive market offering, Fortrea meets growing global demand for clinical development services. The team of approximately 19,000 employees conducts operations in more than 90 countries and delivers comprehensive phase I – IV clinical trial management, clinical pharmacology, differentiated technology enabled trial solutions and post-approval services for our customers. The Company’s offering is scaled to deliver focused and agile solutions to customers globally, streamlining the biopharmaceutical product and medical device development process. Additionally, Fortrea successfully utilizes enabling technologies to optimize processes and evolve with a dynamic marketplace. The Company manages its business in two reportable segments - Clinical Services and Enabling Services. The Clinical Services segment provides services across the clinical pharmacology and clinical development spectrum. The Enabling Services segment provides patient access and clinical trial technology solutions to customers that streamline complex randomization and optimize the trial drug supply process, while minimizing operational costs and supporting timely and accurate patient dosing. For further financial information about these segments, see Note 14, Business Segment Information to the condensed consolidated and combined financial statements. The Company has established access to all key markets worldwide through a strategic footprint of primary office locations in five countries (the United States, the United Kingdom, China, India and Singapore) with field operations in other jurisdictions worldwide. Agreements with Labcorp On June 30, 2023, the Company completed the Spin from Labcorp. The Company has entered into several agreements with Labcorp that govern the relationship of the parties following the Separation, including the Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, and the Transition Services Agreement, which are described in the Company’s Registration Statement on Form 10, as amended (“Form 10”), as filed with the Securities and Exchange Commission (the “SEC”). Under the terms of the Transition Services Agreement, the Company and Labcorp agreed to provide each other certain transitional services. The services and assets to be provided to Fortrea by Labcorp support the Company’s enterprise functions, most notably IT applications, network and security support and hosting as well as finance, human resources, marketing and other administrative support. Basis of Financial Statement Presentation Prior to June 30, 2023, Fortrea existed and functioned as part of the consolidated business of Former Parent. The Company’s financial statements for periods through the Spin reflect the historical financial position, results of operations and cash flows of the Company, for the periods presented, prepared on a “carve-out” basis and have been derived from the condensed consolidated financial statements and accounting records of Labcorp using the historical results of operations and historical basis of assets and liabilities of the Company and reflect Labcorp’s net investment in the Company. The Company’s balance sheet as of September 30, 2023 is a consolidated balance sheet based on the financial position of Fortrea as a standalone company. The three months ended September 30, 2023 includes condensed consolidated financial statements, whereas all prior periods included combined financial statements. The Company’s unaudited condensed consolidated and combined financial statements for all periods presented are referred to throughout this document as “financial statements.” The Company’s condensed consolidated and combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated and combined financial statements do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as a standalone company during the prior periods presented. The accompanying condensed consolidated and combined financial statements of the Company are unaudited. In the opinion of management, all adjustments necessary for a fair statement of results of operations, cash flows, and financial position have been made. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year. The year-end condensed consolidated and combined balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The condensed consolidated and combined financial statements and notes are presented in accordance with the rules and regulations of the SEC and do not contain certain information included in the Company’s fiscal year 2022 reporting included within the Form 10. Therefore, these interim statements should be read in conjunction with the combined financial statements and notes thereto contained in the Form 10. The condensed combined statements of operations include all revenues and costs directly attributable to our business. The condensed combined statements of operations for prior periods also include costs for certain centralized functions and programs provided and administered by Labcorp that were allocated to Fortrea. These centralized functions and programs include, but are not limited to legal, tax, treasury, risk management, sales expenses, information technology, human resources, finance, supply chain, executive leadership and stock-based compensation. These expenses were allocated to Fortrea based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional net revenues or headcount or other reasonable driver, as applicable. Fortrea considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to, or the benefit received by, Fortrea during the prior periods presented. However, the allocations may not reflect the expenses Fortrea would have incurred as an independent company for the prior periods presented. Actual costs that may have been incurred if Fortrea had been a standalone company would depend on a number of factors, including, but not limited to, the organizational structure, whether functions were outsourced or performed by employees, and strategic decisions made in areas such as information technology and infrastructure. For a period following the Spin some of these functions are provided by Labcorp as discussed within the Agreements with Labcorp section above. Labcorp utilizes a centralized approach to cash management and financing of its operations. The cash and cash equivalents held by Labcorp at the corporate level were not specifically identifiable to Fortrea and therefore have not been reflected in the Company’s condensed combined balance sheet as of December 31, 2022. Cash and cash equivalents in the condensed consolidated and combined balance sheets represent cash and cash equivalents held by the Company. As of December 31, 2022, the condensed combined financial statements include certain assets and liabilities that have historically been held at the Labcorp corporate level but are specifically identifiable or otherwise attributable to Fortrea. Labcorp’s third-party long-term debt and the related interest expense have not been allocated to Fortrea for any of the periods presented because Fortrea was not the legal obligor of such debt. As of December 31, 2022, a Former Parent investment is shown in lieu of common stock and retained earnings accounts in the condensed combined financial statements. The total net effect of the settlement of the transactions between the Company and Labcorp, exclusive of those historically settled in cash, is reflected in the condensed combined statements of cash flows in cash flows from financing activities as net transfers (to) from Former Parent and in the condensed consolidated and combined balance sheets as Former Parent investment. All intercompany transactions within the Company have been eliminated. All transactions between the Company and Former Parent have been included in these condensed consolidated and combined financial statements. For those transactions between the Company and Former Parent that were historically settled in cash, the Company has reflected such balances in the condensed consolidated and combined balance sheets as due from related parties or due to related parties. The Former Parent investment and all due from or due to Former Parent were settled at the time of the Spin. Refer to Note 12 , Transactions with Former Parent for further information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and unbilled services. The Company maintains cash and cash equivalents with various major financial institutions. These financial institutions are generally highly rated and geographically dispersed. The Company evaluates the relative credit standing of these financial institutions and has not sustained credit losses from instruments held at financial institutions. Substantially all the Company’s accounts receivable and unbilled services are with companies in the pharmaceutical, biotechnology and medical device industries. As of September 30, 2023, no customer accounted for more than 10% of the Company's combined gross accounts receivable and unbilled services. As of December 31, 2022, one pharmaceutical company accounted for approximately 10.5% of the Company's combined gross accounts receivable and unbilled services. Additionally, for the three months and nine months ended September 30, 2023, one customer accounted for approximately 13.5% and 10.2% of revenues, respectively. For the three and nine months ended September 30, 2022, no customer accounted for more than 10% of revenues. Concentrations of credit risk are mitigated due to the number of the Company’s customers as well as their dispersion across many different geographic regions. Additionally, the Company applies assumptions and judgments, including historical collection experience and reasonable and supportable forecasts, for assessing collectability and determining allowances for doubtful accounts. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES The Company’s revenues by segment and geography for the three and nine months ended September 30, 2023 and 2022 are as follows: Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 North America Europe Other Total North America Europe Other Total Clinical Services $ 347.4 $ 204.3 $ 160.0 $ 711.7 $ 355.3 $ 196.0 $ 145.9 $ 697.2 Enabling Services 64.4 — 0.3 64.7 64.6 — 0.5 65.1 Total $ 411.8 $ 204.3 $ 160.3 $ 776.4 $ 419.9 $ 196.0 $ 146.4 $ 762.3 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 North America Europe Other Total North America Europe Other Total Clinical Services $ 1,070.6 $ 600.7 $ 458.5 $ 2,129.8 $ 1,047.0 $ 642.6 $ 438.0 $ 2,127.6 Enabling Services 202.9 — 0.9 203.8 205.2 — 1.6 206.8 Total $ 1,273.5 $ 600.7 $ 459.4 $ 2,333.6 $ 1,252.2 $ 642.6 $ 439.6 $ 2,334.4 Revenue from the United States comprises substantially all revenue in North America. Contract Costs The following table provides information about contract asset balances: September 30, 2023 December 31, 2022 Sales commission assets $ 16.5 $ 18.6 Deferred contract costs 13.2 14.8 Total $ 29.7 $ 33.4 Amortization related to sales commission assets for the three months ended September 30, 2023 and 2022 was $2.3 and $3.7 , respectively, and for the nine months ended September 30, 2023 and 2022 was $ 10.2 and $ 10.2 , respectively. Amortization related to deferred contract costs for the three months ended September 30, 2023 and 2022 was $ 2.2 and $ 3.1 , respectively, and for the nine months ended September 30, 2023 and 2022 was $ 6.9 and $ 9.1 , respectively. The Company does not recognize the effect of financing in its contracts with customers when the difference in timing of payment and performance is one year or less. Accounts Receivable, Unbilled Services and Unearned Revenue The following table provides information about accounts receivable, unbilled services and unearned revenue from contracts with customers: September 30, 2023 December 31, 2022 Accounts receivable $ 468.7 $ 449.2 Gross unbilled services 606.7 585.7 Less: Allowance for credit losses (28.3) (12.7) Total $ 1,047.1 $ 1,022.2 Unearned revenue $ 264.8 $ 271.5 Revenue recognized during the period included in the unearned revenue balance at the beginning of the peri od was $187.6 and $ 212.0 for the nine months ended September 30, 2023 and 2022 , respectively. Credit Loss Rollforward The Company estimates future expected losses on accounts receivable and unbilled services over the remaining collection period of the instrument. The rollforward for the allowance for credit losses for the nine months ended September 30, 2023 is as follows: Accounts Receivable Allowance for credit losses as of December, 2022 $ 12.7 Credit loss expense 21.9 Write-offs (6.3) Allowance for credit losses as of September 30, 2023 $ 28.3 Performance Obligations Under Long-Term Contracts As of September 30, 2023, approximately $4,958.2 of revenues are expected to be recognized from remaining long-term performance obligations. The Company expects to recognize approximately 29% of the existing performance obligations as of September 30, 2023 as revenue over the next 12 months and the remaining balance thereafter. The Company's long-term contracts generally range from one . During the three and nine months ended September 30, 2023, there were reductions of approximately $15.6 and $48.5, respectively, in the Company’s revenues related to performance obligations partially satisfied in previous periods. These reductions primarily relate to changes in scope. The gross and net amounts of revenue recognized solely from changes in estimates were not material. Accounts Receivable Purchase Program On June 23, 2023, Fortrea entered into an accounts receivable purchase program (“ARPP”) with a financial institution ( the "Financial Institution") . The ARPP establishes a receivables factoring facility whereby the Company may sell up to $80.0 in customer receivables based on the availability of certain eligible receivables and the satisfaction of certain conditions. Under the facility, the Company may sell eligible receivables and retains no interest in the transferred receivables other than collection and administrative functions for the Financial Institution. |
RESTRUCTURING AND OTHER CHARGES
RESTRUCTURING AND OTHER CHARGES | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER CHARGES | RESTRUCTURING AND OTHER CHARGES In the three months ended September 30, 2023, the Company took actions to reduce overcapacity, align resources, and restructure certain operations. These actions included eliminating redundant positions and aligning resources for cost improvement and to meet customer requirements. These restructuring actions are expected to continue throughout 2023 and 2024. The following summarizes a component of the Company’s restructuring and other charges: Severance and Other Employee Costs Facility Costs Total Balance as of December 31, 2022 $ 1.9 $ 5.0 $ 6.9 Expense 12.0 1.0 13.0 Cash payments (10.5) (1.5) (12.0) Balance as of September 30, 2023 $ 3.4 $ 4.5 $ 7.9 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHAREOn June 30, 2023, the Separation from Labcorp was effected through a pro-rata distribution of one share of the Company's common stock for every share of Labcorp common stock held at the close of business on the record date of June 20, 2023. As a result, on June 30, 2023, the Company had 88.8 shares of common stock outstanding. This share amount is being utilized for the calculation of basic earnings per share for all periods presented through the Separation date. As of the Separation date, actual outstanding shares are used to calculate basic weighted average common shares outstanding. Basic earnings per share is computed by dividing net earnings attributable to the Company by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net earnings including the impact of dilutive adjustments by the weighted average number of common shares outstanding plus potentially dilutive shares, as if they had been issued at the earlier of the date of issuance or the beginning of the period presented. Potentially dilutive common shares result primarily from the Company’s outstanding stock options, restricted stock awards, restricted stock units, and performance share awards. The following represents a reconciliation of basic earnings per share to diluted earnings per share. Three Months Ended September 30, 2023 2022 Earnings Shares Per Share Amount Earnings Shares Per Share Amount Basic earnings (loss) per share: Net earnings (loss) $ (13.1) 88.8 $ (0.15) $ 60.6 88.8 $ 0.68 Dilutive effect of employee stock options and awards — — — — — — Net earnings (loss) including impact of dilutive adjustments $ (13.1) $ 88.8 $ (0.15) $ 60.6 88.8 $ 0.68 Nine Months Ended September 30, 2023 2022 Earnings Shares Per Share Amount Earnings Shares Per Share Amount Basic earnings (loss) per share: Net earnings (loss) $ 32.6 88.8 $ 0.37 $ 159.5 88.8 $ 1.80 Dilutive effect of employee stock options and awards — 0.2 — — — — Net earnings (loss) including impact of dilutive adjustments $ 32.6 89.0 $ 0.37 $ 159.5 88.8 $ 1.80 Diluted earnings per share represent the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. These potential shares include dilutive stock options and unissued restricted stock awards. Potential common shares are also considered antidilutive in the event of a net loss from operations. The following table summarizes the potential common shares not included in the computation of diluted earnings per share because their impact would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Employee stock options and awards 0.5 — 1.5 — Antidilutive employee stock options and awards excluded based on reporting a net loss for the period 0.4 — — — |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETSThe Company's goodwill and intangible assets are the result of historical acquisitions; primarily the acquisition of Covance in 2015 by Labcorp. Subsequent acquisitions of businesses were allocated to the clinical development and commercialization services business of Fortrea based on the inclusion of the business activities using valuations at the time of acquisition. The changes in the carrying amount of goodwill for the nine months ended September 30, 2023 and 2022 are as follows: Clinical Services Enabling Services Total September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Balance as of December 31 $ 1,707.4 $ 1,791.0 $ 289.9 $ 289.9 $ 1,997.3 $ 2,080.9 Goodwill acquired during the period — — — — — — Foreign currency impact (2.6) (143.7) — — (2.6) (143.7) Balance as of September 30 $ 1,704.8 $ 1,647.3 $ 289.9 $ 289.9 $ 1,994.7 $ 1,937.2 The Company assesses goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company recognizes an impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value. Although the Company believes that the current assumptions and estimates used in its goodwill analysis are reasonable, supportable and appropriate, the Company’s business could be impacted by unfavorable changes, including those that impact the existing assumptions used in the impairment analysis. Various factors could reasonably be expected to unfavorably impact existing assumptions; primarily a worsening economic environment and protracted economic downturn and related impacts, including delays in revenue from new customers, increases in customer termination activity, or increases in operating costs. Accordingly, there can be no assurance that the estimates and assumptions made for the purposes of the goodwill impairment analysis will prove to be accurate predictions of future performance. The Company will continue to monitor the financial performance of and assumptions for its reporting units. A significant increase in the discount rate, decrease in the revenue and terminal growth rates, decreased operating margin or substantial reductions in end markets and volume assumptions could have a negative impact on the estimated fair value of the reporting units. A future impairment charge for goodwill or intangible assets could have a material effect on the Company's consolidated financial position and results of operations. The components of identifiable intangible assets are as follows: September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 1,188.2 $ (420.3) $ 767.9 $ 1,191.1 $ (376.7) $ 814.4 Technology 53.7 (49.8) 3.9 53.7 (47.8) 5.9 Other 13.3 (11.4) 1.9 13.3 (10.3) 3.0 Total $ 1,255.2 $ (481.5) $ 773.7 $ 1,258.1 $ (434.8) $ 823.3 Amortization of intangible assets for the three and nine months ended September 30, 2023 was $16.0 and $47.9 , respectively. For the three and nine months ended September 30, 2022, amortization was $16.2 and $49.7, respectively. Amortization expense of intangible assets is estimated to be $15.8 for the remainder of 2023, $62.8 in 2024, $60.0 in 2025, $59.1 in 2026, $59.1 in 2027 and $516.9 thereafter. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBTIn connection with the Spin, Fortrea incurred indebtedness in an aggregate principal amount of approximately $1,640.0, which consisted of borrowings under senior secured term loan facilities and senior secured notes. Fortrea also entered into a $450.0 senior secured revolving credit facility. Fortrea used the proceeds from these debt transactions to make a cash distribution to Labcorp as consideration for the assets that were contributed to the Company in connection with the Spin. The current portion of long-term debt at September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 Current portion of senior secured term loan A facility due 2028 $ 25.0 $ — Current portion of senior secured term loan B facility due 2030 5.7 — Debt issuance discount and fees (4.6) — Total short-term borrowings and current portion of long-term debt $ 26.1 $ — Long-term debt at September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 7.5% senior notes due 2030 $ 570.0 $ — Senior secured term loan A due 2028 468.8 — Senior secured term loan B due 2030 562.9 — Debt issuance discount and fees (29.3) — Total long-term debt $ 1,572.4 $ — Senior Notes On June 27, 2023, the Company issued $570.0 aggregate principal amount of 7.50% senior notes due 2030 (the “Notes"). Interest on these notes is payable semi-annually on January 1 and July 1 of each year. Net proceeds from the offering of the Notes were $560.2 after deducting expenses of the offering. Credit Facilities On June 30, 2023, Fortrea entered into a credit agreement (the “Credit Agreement”) providing for (i) a senior secured revolving credit facility in the principal amount of up to $450.0; (ii) a five-year $500.0 first lien senior secured term A loan facility; and (iii) a seven-year $570.0 first lien senior secured term B loan facility. The initial revolving facility includes a $75.0 swingline sub-facility and a $75.0 letter of credit sub-facility. The Company drew on the term A and term B loans on June 30, 2023. The net proceeds received for the term A and term B loans were $491.8 and $552.9, respectively after deducting underwriting discounts and other expenses. The term A and term B loans will mature on June 30, 2028 and June 30, 2030, respectively. The term loans accrue interest at a per annum rate equal to the sum of, at the option of the Company, a Base Rate or a Term SOFR Rate and the Applicable Margin as defined by the Credit Agreement. As of September 30, 2023, the effective interest rate on the term A loan and term B loan was 7.57% and 9.07%, respectively. The revolving credit facility is permitted, subject to certain covenant restrictions, to be used for general corporate purposes, including working capital and capital expenditures. There were no balances outstanding on the Company's current revolving credit facility as of September 30, 2023 and December 31, 2022. As of September 30, 2023, the effective interest rate on the revolving credit facility, assuming one month borrowing, was 7.57%. There is a commitment fee associated with the revolving credit facility of 0.35% (per annum and paid quarterly) and an annual $0.1 agency fee (paid in quarterly installments). The credit facility matures on June 30, 2028. Under the Credit Agreement, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for similarly rated borrowers, and the Company is required to maintain certain net leverage and interest coverage ratios. The Company is permitted to make adjustments, such as excluding certain costs, from the calculation of leverage and interest coverage ratios for compliance purposes. The Company was in compliance with all covenants in the Credit Agreement at September 30, 2023. There were no outstanding letters of credit under the Credit Agreement as of September 30, 2023. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING | DERIVATIVE INSTRUMENTS AND HEDGING Summary of Derivative Instruments The Company addresses its exposure to market risks, principally the market risk associated with changes in interest rates and foreign currency exchange rates, through a controlled program of risk management that includes, from time to time, the use of derivative instruments such as foreign currency forward contracts (see “Foreign Currency Forward Contracts” section below) and interest rate swap agreements (see “Interest Rate Swaps” section below). The Company does not hold or issue derivative instruments for trading purposes. The derivative instrument contracts are with major investment grade financial institutions and the Company does not anticipate any material non-performance by any of the counterparties. The Company does not believe that its exposure to market risk is material to the Company’s financial position or results of operations. Interest rate swap agreements, which are used by the Company from time to time in the management of interest rate exposure, are accounted for at fair value. These derivative instruments are accounted for as cash flow hedges and recognized as assets and liabilities, as applicable, and classified as current or noncurrent based on the swap’s settlement dates. The derivative instruments have been assessed and are considered to be perfectly effective hedges and accordingly, changes in the fair value of the interest rate swaps are initially recorded in the condensed consolidated and combined statements of comprehensive income. Cash flows from the interest rate swaps are included in financing activities. Foreign currency forward contracts, which are used by the Company to hedge the Company’s foreign currency exposure, are accounted for at fair value. As these contracts are short-term in nature and are not designated hedging instruments, changes in the fair value of the Company’s foreign currency forward contracts are recognized directly in earnings. The fair value of the Company's interest rate swaps and foreign currency forward contracts are determined based on observable market inputs (Level 2). The table below presents the fair value of the Company’s derivatives on a gross basis and the balance sheet classification of those instruments: Fair Value of Derivatives At September 30, 2023 December 31, 2022 Balance Sheet Classification Asset Liability Asset Liability Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other $ 2.2 $ (0.6) $ — $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts Prepaid expenses and other $ 2.2 $ — $ — $ — Derivative Contracts Designated as Hedges Interest Rate Swaps In August 2023, the Company entered into two fixed-to-variable interest rate swap agreements for its senior secured term A loan facilities to hedge the cash flow variability associated with the Company’s floating interest rate exposure. The interest rate swaps, both of which mature on December 31, 2026, had an aggregate notional amount of $150.0 at September 30, 2023, each had a fixed interest rate of 4.20%, and each return variable interest rates based on one-month SOFR. Because these derivative instruments meet the criteria for hedge accounting, all related gains and losses are accumulated within other comprehensive loss and are being reclassified to earnings as interest payments are recognized in the condensed consolidated and combined statements of operations. Refer to Note 9, Preferred Stock and Common Shareholders' Equity for the impact of the Company’s derivative instruments included in accumulated other comprehensive loss. Derivative Contracts Not Designated as Hedges Foreign Currency Forward Contracts The Company utilizes foreign currency forward contracts with external counterparties to hedge the Company’s exposure to foreign currencies with exposure predominantly to the Euro and British Pound. These contracts do not qualify for hedge accounting and are recognized as assets or liabilities at their fair value with changes in fair value recorded directly to earnings. The contracts are short-term in nature and the fair value of these contracts is based on market prices for comparable contracts. The aggregate notional value of these contracts was $406.3 at September 30, 2023. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES The Company is involved from time to time in various claims and legal actions arising in the ordinary course of business. These matters may include commercial and contract disputes, employee-related matters, and professional liability claims. In accordance with FASB ASC 450, Contingencies , the Company establishes reserves for claims and legal actions when those matters present loss contingencies that are both probable and estimable. When loss contingencies are not both probable and estimable, the Company does not establish reserves. The Company does not believe that any liabilities related to such claims and legal actions will have a material effect on its financial condition, results of operations or cash flows. The Company believes that it is in compliance in all material respects with all statutes, regulations, and other requirements applicable to its drug development support services. The drug development industry is, however, subject to extensive regulation, and the courts have not interpreted many of the applicable statutes and regulations. Therefore, the applicable statutes and regulations could be interpreted or applied by a prosecutorial, regulatory, or judicial authority in a manner that would adversely affect the Company. Potential sanctions for violation of these statutes and regulations include significant civil and criminal penalties, fines, the loss of various licenses, certificates and authorizations, and/or additional liabilities from third-party claims. Fortrea obtains insurance coverage for certain catastrophic exposures as well as those risks required to be insured by law or contract. The Company is covered by those policies but is responsible for the uninsured portion of losses related primarily to general, professional and vehicle liability, certain medical costs and workers' compensation. The self-insured retentions are on a per-occurrence basis without any aggregate annual limit. Provisions for losses expected under these programs are recorded based upon the Company's estimates of the aggregated liability of claims incurred. |
PREFERRED STOCK AND COMMON SHAR
PREFERRED STOCK AND COMMON SHAREHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY | PREFERRED STOCK AND COMMON SHAREHOLDERS’ EQUITY The Company is authorized to issue up to 265.0 shares of common stock, par value $0.001 per share. The Company is authorized to issue up to 30.0 shares of preferred stock, par value $0.001 per share. There were no preferred shares outstanding as of September 30, 2023 and December 31, 2022. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) are as follows: Three months ended September 30, 2023 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Unrealized Gain (Loss) on Derivative Instruments Accumulated Other Comprehensive Income (Loss) Balance at June 30, 2023 $ (218.8) $ (6.7) $ — $ (225.5) Current quarter foreign exchange adjustments (56.0) — — (56.0) Unrealized gain on derivative instrument — — 1.6 1.6 Tax effect of adjustments — — (0.4) (0.4) Balance at September 30, 2023 $ (274.8) $ (6.7) $ 1.2 $ (280.3) Three months ended September 30, 2022 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Unrealized Gain (Loss) on Derivative Instruments Accumulated Other Comprehensive Income (Loss) Balance at June 30, 2022 $ (260.4) $ (8.2) $ — $ (268.6) Current quarter foreign exchange adjustments (96.6) — — (96.6) Tax effect of adjustments — — — — Balance at September 30, 2022 $ (357.0) $ (8.2) $ — $ (365.2) Nine months ended September 30, 2023 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Unrealized Gain (Loss) on Derivative Instruments Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2022 $ (267.2) $ (8.8) $ — $ (276.0) Current quarter foreign exchange adjustments (7.6) — — (7.6) Unrealized gain on derivative instrument — — 1.6 1.6 Tax effect of adjustments — — (0.4) (0.4) Transfer from Former Parent — 2.1 — 2.1 Balance at September 30, 2023 $ (274.8) $ (6.7) $ 1.2 $ (280.3) Nine months ended September 30, 2022 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Unrealized Gain (Loss) on Derivative Instruments Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2021 $ (140.2) $ (8.2) $ — $ (148.4) Current quarter foreign exchange adjustments (216.8) — — (216.8) Tax effect of adjustments — — — — Balance at September 30, 2022 $ (357.0) $ (8.2) $ — $ (365.2) |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Prior to the Separation, the Company’s operations were historically included in Labcorp’s U.S. combined federal, certain state and local, and foreign income tax returns. The income tax provision included in these combined financial statements has been calculated using the separate return basis as if the Company had filed separate tax returns. The Company believes the assumptions supporting its allocation and presentation of income taxes on a separate return basis are reasonable. The Company’s tax results, as presented in the combined financial statements, do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as a standalone company during the periods presented. For the periods prior to the Separation, the income tax expense and deferred tax balances that are presented in these financial statements were calculated on a carve-out basis, which applied the accounting guidance as if the Company filed its own tax returns in each jurisdiction and included tax losses and tax credits that may not reflect tax positions taken by the Former Parent. Applicable accounting standards provide that the Company may estimate an annual effective tax rate (“AETR method”) and apply that forecasted tax rate to year-to-date income for each interim period. However, the AETR method resulted in an unreliable estimate of the Company’s annual effective tax rate due to changes in the Company’s post spin-off operational forecast as well as the impact of certain components of the forecast which are not inherent in the Company’s results of operations for the nine months ended September 30, 2023. Therefore, the Company recorded its interim income tax provision through September 30, 2023 using the discrete method, as allowed under ASC 740-270, Income Taxes – Interim Reporting . Using the discrete method, the Company determined income tax expense as if the nine months ended September 30, 2023 were an annual period. For the three months ended September 30, 2023, the Company’s effective tax rate was 26.8% compared to 18.3% for the three months ended September 30, 2022. The effective tax rate for the three months ended September 30, 2023 was higher than the Company’s statutory tax rate primarily due to earnings mix partially offset by U.S. taxes on foreign earnings. The effective tax rate for the three months ended September 30, 2022 was lower than the Company’s statutory tax rate primarily due to U.S. taxes on foreign earnings and domestic tax credits, partially offset by state taxes and additional tax deductions. The effective income tax rate for the nine months ended September 30, 2023 was 22.6% compared to 18.3% for the nine months ended September 30, 2022. The effective tax rate for the nine months ended September 30, 2023 was higher than the statutory tax rate primarily due to earnings mix and foreign withholding taxes partially offset by U.S. taxes on foreign earnings. The effective tax rate for the nine months ended September 30, 2022 was lower than the statutory tax rate primarily due to U.S. taxes on foreign earnings and domestic tax credits, partially offset by state taxes and additional tax deductions. The Company will file a consolidated U.S. federal income tax return, as well as separate and combined income tax returns in numerous state and international jurisdictions. The Company has not filed its initial consolidated U.S. federal income tax return and therefore there are no open IRS examinations. However, the Company is currently subject to examination by various U.S. state and international tax authorities where existing legal entities were transferred to the Company as part of the Separation. Management regularly assesses the potential outcomes of both ongoing and future examinations for the current and prior years and has concluded that the Company’s provision for income taxes is adequate. Management does not anticipate that ongoing audits or negotiations will conclude during the next 12 months. During the nine months ended September 30, 2023, the amount of net unrecognized tax positions decreased by $0.3. Management believes that it is reasonably possible that the amount of unrecognized income tax benefits and interest may decrease during the next 12 months by approximately $1.0. |
STOCK COMPENSATION PLANS
STOCK COMPENSATION PLANS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK COMPENSATION PLANS | STOCK COMPENSATION PLANS Stock Incentive Plans Prior to the Separation, certain Company employees were covered by the Former Parent-sponsored stock compensation arrangements. The stock compensation expense for the period prior to the Separation has been derived from the equity awards granted by Labcorp to the Company’s employees who are specifically identified in the plans, as well as an allocation of expense related to corporate employees of Labcorp. The Former Parent-sponsored stock compensation arrangements are approved under the Laboratory Corporation of America Holdings 2016 Omnibus Incentive Plan (the “Labcorp Plan”). In June of 2023, Fortrea’s Board of Directors approved Fortrea’s Omnibus Incentive Plan and Employee Stock Purchase Plan (the “Plans”) and the current Board of Directors of Fortrea ratified the Plans by a unanimous written consent dated July 3, 2023. Under the Plans, the Company may grant incentive stock options, restricted stock units, and performance shares, as well as other forms of stock-based compensation to the Company’s employees, officers, and non-employee directors. On July 18, 2023, all Labcorp equity incentive awards held by Fortrea employees that were outstanding on the distribution date were converted to 2.5 shares of Fortrea restricted stock units and 0.1 shares of Fortrea performance shares. Additionally, during the three months ended September 30, 2023, the Company granted awards under the Plans, including restricted stock units, performance stock units, and stock options, as indicated below. As of September 30, 2023, 11.0 and 1.8 shares were authorized for future grants under Fortrea’s Omnibus Incentive Plan and Employee Stock Purchase Plan, respectively. The Company measures stock compensation cost for all equity awards at fair value on the date of grant and recognizes compensation expense over the service period for awards expected to vest. The fair value of restricted stock units (“RSUs”) is determined based on the number of shares granted and the quoted price of Fortrea’s common stock on the grant date. The grant date fair value of performance awards is based on a Monte Carlo simulated fair value for the relative (as compared to the peer companies) total shareholder return component of the performance awards. Such value is recognized as an expense over the service period, net of estimated forfeitures and Fortrea’s determination of whether it is probable that the performance targets will be achieved. At the end of each reporting period, the Company reassesses the probability of achieving performance targets. The estimation of equity awards that will ultimately vest requires judgment and Fortrea considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Stock Options The following table summarizes grants of non-qualified options made by the Company to officers, key employees, or non-employee directors under all plans. Stock options are generally granted at an exercise price equal to or greater than the fair market price per share on the date of grant. Options vest ratably over a period of 3 years on the anniversaries of the grant date and have a contractual exercise period of 10 years subject to their earlier expiration or termination. Changes in options outstanding under the plans for the three months ended September 30, 2023, were as follows: Number of Options Weighted-Average Exercise Price per Option Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at June 30, 2023 — $ — Granted 0.8 $ 26.52 Exercised — $ — Cancelled — $ — Outstanding at September 30, 2023 0.8 $ 26.52 9.9 years $ 1.7 Exercisable at September 30, 2023 — $ — 0.0 years $ — The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2023. The Company uses the Black-Scholes model to calculate the fair value of stock options. The following table shows the weighted average grant-date fair values of options issued during the period and the weighted average assumptions that the Company used to develop the fair value estimates: Three Months Ended September 30, 2023 Weighted-average grant date fair value per option $ 12.51 Weighted-average expected life (in years) 6.3 Risk free interest rate 4.4 % Expected volatility 40.4 % Expected dividend yield — % The volatility used in the determination of the fair value of the stock options was based on analysis of the historical volatility of guideline public companies and factors specific to the Company. Restricted Stock Units and Performance Shares The Company grants RSUs to officers, key employees, and non-employee directors. RSUs typically vest annually in equal one-third increments beginning on the first anniversary of the grant (e.g., a share grant in 2023 represents a three-year award opportunity for the period of 2023-2025 and, if earned, vests fully (to the extent earned) in the first quarter of 2026). The Company grants performance shares (non-vested shares) to officers and key employees. Performance share awards are subject to a 3 year cliff vesting period in addition to certain revenue and adjusted EBITDA targets, the achievement of which may increase or decrease the number of shares which the grantee earns and therefore receives upon vesting. Unearned RSU and performance share compensation is amortized to expense, when probable, over the applicable vesting periods. The following table shows a summary of non-vested shares for the three months ended September 30, 2023: Number of Shares Weighted-Average Grant Date Fair Value Restricted Stock Units Performance Shares Restricted Stock Units Performance Shares Non-vested at June 30, 2023 — — $ — $ — Converted 2.5 0.1 34.2 43.8 Granted 0.6 — 27.3 — Vested — — — — Cancelled (0.1) — 34.9 — Non-vested at September 30, 2023 3.0 0.1 $ 32.9 $ 43.8 All Plans Total stock-based compensation expense and the associated income tax benefits recognized by the Company in the condensed consolidated and combined statements of operations were as follows: Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Direct costs $ 7.0 $ 16.4 Selling, general and administrative expenses 4.1 10.8 Total stock compensation expense $ 11.1 $ 27.2 Income tax benefits $ 0.2 $ 1.7 Unrecognized Compensation Cost As of September 30, 2023, there was $83.4 of total unrecognized compensation cost related to non-vested stock options, restricted stock units and performance share-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted average period of 2.0 years and will be included in cost of revenues and selling, general and administrative expenses. |
TRANSACTIONS WITH FORMER PARENT
TRANSACTIONS WITH FORMER PARENT | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH FORMER PARENT | TRANSACTIONS WITH FORMER PARENT Prior to the Separation on June 30, 2023, the condensed consolidated and combined financial statements were prepared on a standalone basis and were derived from the condensed consolidated financial statements and accounting records of Labcorp. The following discussion summarizes activity between the Company and Labcorp. Allocation of General Corporate and Other Expenses Prior to the Separation, the Company’s condensed consolidated and combined statements of operations included expenses for certain centralized functions and other programs provided and administered by Labcorp that are charged directly to the Company. In addition, for purposes of preparing these condensed consolidated and combined financial statements on a carve-out basis, a portion of Labcorp’s total corporate expenses were allocated to the Company. See Note 1, Basis of Financial Statement Presentation for a discussion of the methodology used to allocate corporate-related costs for purposes of preparing these financial statements on a carve-out basis. The following table is a summary of corporate and other allocations for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 1 2022 Direct costs $ — $ 39.4 $ 86.6 $ 120.9 Selling, general and administrative expenses — 55.7 105.0 160.9 Restructuring and other charges — 0.1 0.2 0.7 Foreign exchange gain (loss) — 5.2 2.2 13.2 Corporate and other allocations $ — $ 100.4 $ 194.0 $ 295.7 1 Activity reflected through the Separation date Included in the aforementioned amou nts are $0.0 and $ 72.0 related to costs for certain centralized functions and programs provided and administered by Labcorp that are charged directly to the Company for the three months ended September 30, 2023 and 2022 , respectively, and $147.6 and $ 214.8 for the nine months ended September 30, 2023 and 2022 , respectively. In addition, a portion of Labcorp’s total corporate expenses has been allocated to the Company for services from Labcorp. These costs were $0.0 and $28.4 for the three months ended September 30, 2023 and 2022 , respectively, and $46.4 and $ 80.9 for the nine months ended September 30, 2023 and 2022 , respectively. The allocations of foreign exchange gain (loss) represent the allocation of the results of hedging activities performed by Labcorp on behalf of the Company. The Company has arrangements with third parties where the services are subcontracted to Labcorp (and its affiliates that were not part of the transaction). The Company’s direct costs include services purchased from Labcorp for commercial contracts totaling $0.0 and $21.6 for the three months ended September 30, 2023 and 2022 , respectively, and $48.8 and $ 65.7 for the nine months ended September 30, 2023 and 2022, respectively. Hedging Activities Prior to the Separation, the Company did not enter into any derivative contracts with external counterparties. However, foreign currency forward contracts with external counterparties were utilized to hedge certain foreign currency transactions with exposure predominantly to the Euro and British Pound. These contracts do not qualify for hedge accounting and the changes in fair value are recorded directly to earnings. Earnings related to these contracts were included in the condensed consolidated and combined statements of operations as part of corporate allocations. Refer to Note 7, Derivative Instruments and Hedging , for information regarding derivative contracts entered into after Separation. Net Transfers To and From Labcorp Net transfers to and from Labcorp are included within Former Parent company investment on the condensed consolidated and combined statements of changes in equity. The components of the transfers to and from Labcorp during the three and nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended September 30, 2023 2022 General financing activities $ — $ (140.5) Corporate allocations — 94.0 Stock compensation expense — 6.4 Total net transfers (to) from Former Parent $ — $ (40.1) Nine Months Ended September 30, 2023 1 2022 Special Payment to Former Parent $ (1,595.0) $ — General financing activities (286.8) (276.5) Corporate allocations 183.8 276.1 Stock compensation expense 10.2 19.6 Total net transfers (to) from Former Parent $ (1,687.8) $ 19.2 1 Activity reflected through the Separation date. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION Nine Months Ended September 30, 2023 2022 Supplemental schedule of cash flow information: Cash paid during period for: Interest $ 22.9 $ 0.2 Income taxes, net of refunds 21.9 20.0 Disclosure of non-cash investing activities: Change in accrued property, plant and equipment (1.5) 2.3 Disclosure of non-cash transfers to (from) Parent: Change in right-of-use lease assets 13.9 — Change in property, plant and equipment, net (27.7) — |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | BUSINESS SEGMENT INFORMATIONThe following tables are a summary of segment information for the three and nine months ended September 30, 2023 and 2022. The segment information is based upon the way the management of the Company organizes segments within an enterprise for making operating decisions and assessing performance. Financial information is reported on the basis that it is used internally by the chief operating decision maker (“CODM”) for evaluating segment performance and deciding how to allocate resources to segments. The Fortrea chief executive officer has been identified as the CODM. The CODM allocates resources and assesses performance based on the underlying businesses which determines the Company's operating segments. The Company reports its business in two reportable segments: Clinical Services, which provides phase I-IV clinical trials, including clinical pharmacology and comprehensive clinical development capabilities, and Enabling Services, which provides post-approval patient access services and technology enabled solutions to support clinical trials. When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics. The CODM evaluates performance using revenue and segment operating income. Segment asset information is not presented because it is not used by the CODM at the segment level. Revenues from external customers by reportable segment were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues from external customers: Clinical Services $ 711.7 $ 697.2 $ 2,129.8 $ 2,127.6 Enabling Services 64.7 65.1 203.8 206.8 Total revenues $ 776.4 $ 762.3 $ 2,333.6 $ 2,334.4 Intersegment revenues, which are eliminated in consolidation, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Intersegment revenues: Clinical Services $ 0.3 $ 0.3 $ 0.9 $ 0.8 Enabling Services 2.5 1.8 6.9 7.1 Total revenues $ 2.8 $ 2.1 $ 7.8 $ 7.9 Through the Spin, the condensed combined statements of operations include costs for certain centralized functions and programs provided and administered by Labcorp that are charged directly to the Company. These centralized functions and programs include, but are not limited to legal, tax, treasury, risk management, sales expenses, information technology, human resources, finance, supply chain, executive leadership and stock-based compensation. These additional allocations were reported as “corporate costs not allocated to segments” in the table below. After the Separation, as a standalone public company, the Company has allocated costs for certain centralized functions and programs to the Clinical Services and Enabling Services segments based on appropriate metrics such as revenues or headcount. The Corporate costs not allocated to segments include the costs of centralized functions including corporate governance, executive management and related human resources, finance, legal, risk management, and information technology functions. Operating income of each segment represents revenues less directly identifiable expenses to arrive at operating income for the segment. Operating income by reportable segment was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating Income: Clinical Services $ 59.9 $ 108.5 $ 192.4 $ 299.8 Enabling Services 2.3 5.7 6.0 21.3 Segment operating income: 62.2 114.2 198.4 321.1 Corporate costs not allocated to segments (20.6) (23.9) (60.0) (70.8) Amortization (16.0) (16.2) (47.9) (49.7) Restructuring and other (11.6) (5.2) (16.7) (27.8) Total operating income $ 14.0 $ 68.9 $ 73.8 $ 172.8 |
BASIS OF FINANCIAL STATEMENT _2
BASIS OF FINANCIAL STATEMENT PREPARATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation Prior to June 30, 2023, Fortrea existed and functioned as part of the consolidated business of Former Parent. The Company’s financial statements for periods through the Spin reflect the historical financial position, results of operations and cash flows of the Company, for the periods presented, prepared on a “carve-out” basis and have been derived from the condensed consolidated financial statements and accounting records of Labcorp using the historical results of operations and historical basis of assets and liabilities of the Company and reflect Labcorp’s net investment in the Company. The Company’s balance sheet as of September 30, 2023 is a consolidated balance sheet based on the financial position of Fortrea as a standalone company. The three months ended September 30, 2023 includes condensed consolidated financial statements, whereas all prior periods included combined financial statements. The Company’s unaudited condensed consolidated and combined financial statements for all periods presented are referred to throughout this document as “financial statements.” The Company’s condensed consolidated and combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated and combined financial statements do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as a standalone company during the prior periods presented. The accompanying condensed consolidated and combined financial statements of the Company are unaudited. In the opinion of management, all adjustments necessary for a fair statement of results of operations, cash flows, and financial position have been made. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year. The year-end condensed consolidated and combined balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The condensed consolidated and combined financial statements and notes are presented in accordance with the rules and regulations of the SEC and do not contain certain information included in the Company’s fiscal year 2022 reporting included within the Form 10. Therefore, these interim statements should be read in conjunction with the combined financial statements and notes thereto contained in the Form 10. The condensed combined statements of operations include all revenues and costs directly attributable to our business. The condensed combined statements of operations for prior periods also include costs for certain centralized functions and programs provided and administered by Labcorp that were allocated to Fortrea. These centralized functions and programs include, but are not limited to legal, tax, treasury, risk management, sales expenses, information technology, human resources, finance, supply chain, executive leadership and stock-based compensation. These expenses were allocated to Fortrea based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional net revenues or headcount or other reasonable driver, as applicable. Fortrea considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to, or the benefit received by, Fortrea during the prior periods presented. However, the allocations may not reflect the expenses Fortrea would have incurred as an independent company for the prior periods presented. Actual costs that may have been incurred if Fortrea had been a standalone company would depend on a number of factors, including, but not limited to, the organizational structure, whether functions were outsourced or performed by employees, and strategic decisions made in areas such as information technology and infrastructure. For a period following the Spin some of these functions are provided by Labcorp as discussed within the Agreements with Labcorp section above. Labcorp utilizes a centralized approach to cash management and financing of its operations. The cash and cash equivalents held by Labcorp at the corporate level were not specifically identifiable to Fortrea and therefore have not been reflected in the Company’s condensed combined balance sheet as of December 31, 2022. Cash and cash equivalents in the condensed consolidated and combined balance sheets represent cash and cash equivalents held by the Company. As of December 31, 2022, the condensed combined financial statements include certain assets and liabilities that have historically been held at the Labcorp corporate level but are specifically identifiable or otherwise attributable to Fortrea. Labcorp’s third-party long-term debt and the related interest expense have not been allocated to Fortrea for any of the periods presented because Fortrea was not the legal obligor of such debt. As of December 31, 2022, a Former Parent investment is shown in lieu of common stock and retained earnings accounts in the condensed combined financial statements. The total net effect of the settlement of the transactions between the Company and Labcorp, exclusive of those historically settled in cash, is reflected in the condensed combined statements of cash flows in cash flows from financing activities as net transfers (to) from Former Parent and in the condensed consolidated and combined balance sheets as Former Parent investment. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and unbilled services. The Company maintains cash and cash equivalents with various major financial institutions. These financial institutions are generally highly rated and geographically dispersed. The Company evaluates the relative credit standing of these financial institutions and has not sustained credit losses from instruments held at financial institutions. Substantially all the Company’s accounts receivable and unbilled services are with companies in the pharmaceutical, biotechnology and medical device industries. As of September 30, 2023, no customer accounted for more than 10% of the Company's combined gross accounts receivable and unbilled services. As of December 31, 2022, one pharmaceutical company accounted for approximately 10.5% of the Company's combined gross accounts receivable and unbilled services. Additionally, for the three months and nine months ended September 30, 2023, one customer accounted for approximately 13.5% and 10.2% of revenues, respectively. For the three and nine months ended September 30, 2022, no customer accounted for more than 10% of revenues. Concentrations of credit risk are mitigated due to the number of the Company’s customers as well as their dispersion across many different geographic regions. Additionally, the Company applies assumptions and judgments, including historical collection experience and reasonable and supportable forecasts, for assessing collectability and determining allowances for doubtful accounts. |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue by Segment and Geography | The Company’s revenues by segment and geography for the three and nine months ended September 30, 2023 and 2022 are as follows: Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 North America Europe Other Total North America Europe Other Total Clinical Services $ 347.4 $ 204.3 $ 160.0 $ 711.7 $ 355.3 $ 196.0 $ 145.9 $ 697.2 Enabling Services 64.4 — 0.3 64.7 64.6 — 0.5 65.1 Total $ 411.8 $ 204.3 $ 160.3 $ 776.4 $ 419.9 $ 196.0 $ 146.4 $ 762.3 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 North America Europe Other Total North America Europe Other Total Clinical Services $ 1,070.6 $ 600.7 $ 458.5 $ 2,129.8 $ 1,047.0 $ 642.6 $ 438.0 $ 2,127.6 Enabling Services 202.9 — 0.9 203.8 205.2 — 1.6 206.8 Total $ 1,273.5 $ 600.7 $ 459.4 $ 2,333.6 $ 1,252.2 $ 642.6 $ 439.6 $ 2,334.4 |
Summary of Capitalized Contract Cost | The following table provides information about contract asset balances: September 30, 2023 December 31, 2022 Sales commission assets $ 16.5 $ 18.6 Deferred contract costs 13.2 14.8 Total $ 29.7 $ 33.4 |
Schedule of Accounts Receivable, Unbilled Services and Unearned Revenue | The following table provides information about accounts receivable, unbilled services and unearned revenue from contracts with customers: September 30, 2023 December 31, 2022 Accounts receivable $ 468.7 $ 449.2 Gross unbilled services 606.7 585.7 Less: Allowance for credit losses (28.3) (12.7) Total $ 1,047.1 $ 1,022.2 Unearned revenue $ 264.8 $ 271.5 |
Rollforward of Allowance for Credit Losses | The rollforward for the allowance for credit losses for the nine months ended September 30, 2023 is as follows: Accounts Receivable Allowance for credit losses as of December, 2022 $ 12.7 Credit loss expense 21.9 Write-offs (6.3) Allowance for credit losses as of September 30, 2023 $ 28.3 |
RESTRUCTURING AND OTHER CHARG_2
RESTRUCTURING AND OTHER CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule Of Restructuring and Other Charges | The following summarizes a component of the Company’s restructuring and other charges: Severance and Other Employee Costs Facility Costs Total Balance as of December 31, 2022 $ 1.9 $ 5.0 $ 6.9 Expense 12.0 1.0 13.0 Cash payments (10.5) (1.5) (12.0) Balance as of September 30, 2023 $ 3.4 $ 4.5 $ 7.9 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic Earnings per Share to Diluted Earnings per Share | The following represents a reconciliation of basic earnings per share to diluted earnings per share. Three Months Ended September 30, 2023 2022 Earnings Shares Per Share Amount Earnings Shares Per Share Amount Basic earnings (loss) per share: Net earnings (loss) $ (13.1) 88.8 $ (0.15) $ 60.6 88.8 $ 0.68 Dilutive effect of employee stock options and awards — — — — — — Net earnings (loss) including impact of dilutive adjustments $ (13.1) $ 88.8 $ (0.15) $ 60.6 88.8 $ 0.68 Nine Months Ended September 30, 2023 2022 Earnings Shares Per Share Amount Earnings Shares Per Share Amount Basic earnings (loss) per share: Net earnings (loss) $ 32.6 88.8 $ 0.37 $ 159.5 88.8 $ 1.80 Dilutive effect of employee stock options and awards — 0.2 — — — — Net earnings (loss) including impact of dilutive adjustments $ 32.6 89.0 $ 0.37 $ 159.5 88.8 $ 1.80 |
Schedule of Antidilutive Securities Excluded from Computation | The following table summarizes the potential common shares not included in the computation of diluted earnings per share because their impact would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Employee stock options and awards 0.5 — 1.5 — Antidilutive employee stock options and awards excluded based on reporting a net loss for the period 0.4 — — — |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2023 and 2022 are as follows: Clinical Services Enabling Services Total September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Balance as of December 31 $ 1,707.4 $ 1,791.0 $ 289.9 $ 289.9 $ 1,997.3 $ 2,080.9 Goodwill acquired during the period — — — — — — Foreign currency impact (2.6) (143.7) — — (2.6) (143.7) Balance as of September 30 $ 1,704.8 $ 1,647.3 $ 289.9 $ 289.9 $ 1,994.7 $ 1,937.2 |
Components of Intangible Assets | The components of identifiable intangible assets are as follows: September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 1,188.2 $ (420.3) $ 767.9 $ 1,191.1 $ (376.7) $ 814.4 Technology 53.7 (49.8) 3.9 53.7 (47.8) 5.9 Other 13.3 (11.4) 1.9 13.3 (10.3) 3.0 Total $ 1,255.2 $ (481.5) $ 773.7 $ 1,258.1 $ (434.8) $ 823.3 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The current portion of long-term debt at September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 Current portion of senior secured term loan A facility due 2028 $ 25.0 $ — Current portion of senior secured term loan B facility due 2030 5.7 — Debt issuance discount and fees (4.6) — Total short-term borrowings and current portion of long-term debt $ 26.1 $ — Long-term debt at September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 7.5% senior notes due 2030 $ 570.0 $ — Senior secured term loan A due 2028 468.8 — Senior secured term loan B due 2030 562.9 — Debt issuance discount and fees (29.3) — Total long-term debt $ 1,572.4 $ — |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The table below presents the fair value of the Company’s derivatives on a gross basis and the balance sheet classification of those instruments: Fair Value of Derivatives At September 30, 2023 December 31, 2022 Balance Sheet Classification Asset Liability Asset Liability Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other $ 2.2 $ (0.6) $ — $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts Prepaid expenses and other $ 2.2 $ — $ — $ — |
PREFERRED STOCK AND COMMON SH_2
PREFERRED STOCK AND COMMON SHAREHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) are as follows: Three months ended September 30, 2023 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Unrealized Gain (Loss) on Derivative Instruments Accumulated Other Comprehensive Income (Loss) Balance at June 30, 2023 $ (218.8) $ (6.7) $ — $ (225.5) Current quarter foreign exchange adjustments (56.0) — — (56.0) Unrealized gain on derivative instrument — — 1.6 1.6 Tax effect of adjustments — — (0.4) (0.4) Balance at September 30, 2023 $ (274.8) $ (6.7) $ 1.2 $ (280.3) Three months ended September 30, 2022 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Unrealized Gain (Loss) on Derivative Instruments Accumulated Other Comprehensive Income (Loss) Balance at June 30, 2022 $ (260.4) $ (8.2) $ — $ (268.6) Current quarter foreign exchange adjustments (96.6) — — (96.6) Tax effect of adjustments — — — — Balance at September 30, 2022 $ (357.0) $ (8.2) $ — $ (365.2) Nine months ended September 30, 2023 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Unrealized Gain (Loss) on Derivative Instruments Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2022 $ (267.2) $ (8.8) $ — $ (276.0) Current quarter foreign exchange adjustments (7.6) — — (7.6) Unrealized gain on derivative instrument — — 1.6 1.6 Tax effect of adjustments — — (0.4) (0.4) Transfer from Former Parent — 2.1 — 2.1 Balance at September 30, 2023 $ (274.8) $ (6.7) $ 1.2 $ (280.3) Nine months ended September 30, 2022 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Unrealized Gain (Loss) on Derivative Instruments Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2021 $ (140.2) $ (8.2) $ — $ (148.4) Current quarter foreign exchange adjustments (216.8) — — (216.8) Tax effect of adjustments — — — — Balance at September 30, 2022 $ (357.0) $ (8.2) $ — $ (365.2) |
STOCK COMPENSATION PLANS (Table
STOCK COMPENSATION PLANS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Changes in options outstanding under the plans for the three months ended September 30, 2023, were as follows: Number of Options Weighted-Average Exercise Price per Option Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at June 30, 2023 — $ — Granted 0.8 $ 26.52 Exercised — $ — Cancelled — $ — Outstanding at September 30, 2023 0.8 $ 26.52 9.9 years $ 1.7 Exercisable at September 30, 2023 — $ — 0.0 years $ — |
Schedule of Fair Value Estimates | The Company uses the Black-Scholes model to calculate the fair value of stock options. The following table shows the weighted average grant-date fair values of options issued during the period and the weighted average assumptions that the Company used to develop the fair value estimates: Three Months Ended September 30, 2023 Weighted-average grant date fair value per option $ 12.51 Weighted-average expected life (in years) 6.3 Risk free interest rate 4.4 % Expected volatility 40.4 % Expected dividend yield — % |
Schedule of Restricted Stock Units and Performance Shares | The following table shows a summary of non-vested shares for the three months ended September 30, 2023: Number of Shares Weighted-Average Grant Date Fair Value Restricted Stock Units Performance Shares Restricted Stock Units Performance Shares Non-vested at June 30, 2023 — — $ — $ — Converted 2.5 0.1 34.2 43.8 Granted 0.6 — 27.3 — Vested — — — — Cancelled (0.1) — 34.9 — Non-vested at September 30, 2023 3.0 0.1 $ 32.9 $ 43.8 |
Schedule of Share-Based Compensation Expense | Total stock-based compensation expense and the associated income tax benefits recognized by the Company in the condensed consolidated and combined statements of operations were as follows: Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Direct costs $ 7.0 $ 16.4 Selling, general and administrative expenses 4.1 10.8 Total stock compensation expense $ 11.1 $ 27.2 Income tax benefits $ 0.2 $ 1.7 |
TRANSACTIONS WITH FORMER PARE_2
TRANSACTIONS WITH FORMER PARENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table is a summary of corporate and other allocations for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 1 2022 Direct costs $ — $ 39.4 $ 86.6 $ 120.9 Selling, general and administrative expenses — 55.7 105.0 160.9 Restructuring and other charges — 0.1 0.2 0.7 Foreign exchange gain (loss) — 5.2 2.2 13.2 Corporate and other allocations $ — $ 100.4 $ 194.0 $ 295.7 1 Activity reflected through the Separation date Three Months Ended September 30, 2023 2022 General financing activities $ — $ (140.5) Corporate allocations — 94.0 Stock compensation expense — 6.4 Total net transfers (to) from Former Parent $ — $ (40.1) Nine Months Ended September 30, 2023 1 2022 Special Payment to Former Parent $ (1,595.0) $ — General financing activities (286.8) (276.5) Corporate allocations 183.8 276.1 Stock compensation expense 10.2 19.6 Total net transfers (to) from Former Parent $ (1,687.8) $ 19.2 1 Activity reflected through the Separation date. |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Nine Months Ended September 30, 2023 2022 Supplemental schedule of cash flow information: Cash paid during period for: Interest $ 22.9 $ 0.2 Income taxes, net of refunds 21.9 20.0 Disclosure of non-cash investing activities: Change in accrued property, plant and equipment (1.5) 2.3 Disclosure of non-cash transfers to (from) Parent: Change in right-of-use lease assets 13.9 — Change in property, plant and equipment, net (27.7) — |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Revenues from external customers by reportable segment were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues from external customers: Clinical Services $ 711.7 $ 697.2 $ 2,129.8 $ 2,127.6 Enabling Services 64.7 65.1 203.8 206.8 Total revenues $ 776.4 $ 762.3 $ 2,333.6 $ 2,334.4 Intersegment revenues, which are eliminated in consolidation, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Intersegment revenues: Clinical Services $ 0.3 $ 0.3 $ 0.9 $ 0.8 Enabling Services 2.5 1.8 6.9 7.1 Total revenues $ 2.8 $ 2.1 $ 7.8 $ 7.9 Operating income by reportable segment was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating Income: Clinical Services $ 59.9 $ 108.5 $ 192.4 $ 299.8 Enabling Services 2.3 5.7 6.0 21.3 Segment operating income: 62.2 114.2 198.4 321.1 Corporate costs not allocated to segments (20.6) (23.9) (60.0) (70.8) Amortization (16.0) (16.2) (47.9) (49.7) Restructuring and other (11.6) (5.2) (16.7) (27.8) Total operating income $ 14.0 $ 68.9 $ 73.8 $ 172.8 |
BASIS OF FINANCIAL STATEMENT _3
BASIS OF FINANCIAL STATEMENT PREPARATION (Details) employee in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 employee country | Sep. 30, 2023 employee segment country | Dec. 31, 2022 | |
Concentration Risk [Line Items] | |||
Number of employees (more than) | employee | 19 | 19 | |
Number of countries in which entity operates (more than) | country | 90 | 90 | |
Number of reportable segments | segment | 2 | ||
Number of operating segments | segment | 2 | ||
Number of countries with primary office locations | country | 5 | ||
One pharmaceutical company | Accounts receivable and unbilled services | Customer concentration risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.50% | ||
One customer | Revenue | Customer concentration risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.50% | 10.20% |
REVENUES - Summary of Revenue b
REVENUES - Summary of Revenue by Segment and Geography (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 776.4 | $ 762.3 | $ 2,333.6 | $ 2,334.4 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 411.8 | 419.9 | 1,273.5 | 1,252.2 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 204.3 | 196 | 600.7 | 642.6 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 160.3 | 146.4 | 459.4 | 439.6 |
Clinical Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 711.7 | 697.2 | 2,129.8 | 2,127.6 |
Clinical Services | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 347.4 | 355.3 | 1,070.6 | 1,047 |
Clinical Services | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 204.3 | 196 | 600.7 | 642.6 |
Clinical Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 160 | 145.9 | 458.5 | 438 |
Enabling Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 64.7 | 65.1 | 203.8 | 206.8 |
Enabling Services | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 64.4 | 64.6 | 202.9 | 205.2 |
Enabling Services | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Enabling Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 0.3 | $ 0.5 | $ 0.9 | $ 1.6 |
REVENUES - Summary of Capitaliz
REVENUES - Summary of Capitalized Contract Cost (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Capitalized Contract Cost [Line Items] | ||
Total contract assets | $ 29.7 | $ 33.4 |
Sales commission assets | ||
Capitalized Contract Cost [Line Items] | ||
Total contract assets | 16.5 | 18.6 |
Deferred contract costs | ||
Capitalized Contract Cost [Line Items] | ||
Total contract assets | $ 13.2 | $ 14.8 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 23, 2023 | |
Capitalized Contract Cost [Line Items] | |||||
Unearned revenue, revenue recognized | $ 187,600,000 | $ 212,000,000 | |||
Remaining performance obligation | $ 4,958,200,000 | 4,958,200,000 | |||
Performance obligation partially satisfied in previous period, revenue recognized | 15,600,000 | 48,500,000 | |||
ARPP, maximum facility amount | $ 80,000,000 | ||||
Accounts receivable sold | $ 0 | 17,500,000 | |||
Proceeds from sale of receivables | $ 17,300,000 | ||||
Minimum | |||||
Capitalized Contract Cost [Line Items] | |||||
Remaining performance obligation, period | 1 year | 1 year | |||
Maximum | |||||
Capitalized Contract Cost [Line Items] | |||||
Remaining performance obligation, period | 8 years | 8 years | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |||||
Capitalized Contract Cost [Line Items] | |||||
Remaining performance obligation, percentage | 29% | 29% | |||
Remaining performance obligation, period | 12 months | 12 months | |||
Sales commission assets | |||||
Capitalized Contract Cost [Line Items] | |||||
Capitalized assets, amortization | $ 2,300,000 | $ 3,700,000 | $ 10,200,000 | 10,200,000 | |
Deferred contract costs | |||||
Capitalized Contract Cost [Line Items] | |||||
Capitalized assets, amortization | $ 2,200,000 | $ 3,100,000 | $ 6,900,000 | $ 9,100,000 |
REVENUES - Schedule of Accounts
REVENUES - Schedule of Accounts Receivable, Unbilled Services and Unearned Revenue (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 468.7 | $ 449.2 |
Gross unbilled services | 606.7 | 585.7 |
Less: Allowance for credit losses | (28.3) | (12.7) |
Total | 1,047.1 | 1,022.2 |
Unearned revenue | $ 264.8 | $ 271.5 |
REVENUES - Rollforward of Allow
REVENUES - Rollforward of Allowance for Credit Losses (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Allowance for credit losses as of December, 2022 | $ 12.7 |
Credit loss expense | 21.9 |
Write-offs | (6.3) |
Allowance for credit losses as of September 30, 2023 | $ 28.3 |
RESTRUCTURING AND OTHER CHARG_3
RESTRUCTURING AND OTHER CHARGES (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 6.9 |
Expense | 13 |
Cash payments | (12) |
Ending balance | 7.9 |
Severance and Other Employee Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 1.9 |
Expense | 12 |
Cash payments | (10.5) |
Ending balance | 3.4 |
Facility Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 5 |
Expense | 1 |
Cash payments | (1.5) |
Ending balance | $ 4.5 |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares shares in Millions | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Earnings Per Share [Abstract] | |||
Common stock, outstanding (in shares) | 88.8 | 88.8 | 0 |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation of Basic Earnings per Share to Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||||
Net earnings (loss) | $ (13.1) | $ 28.3 | $ 17.4 | $ 60.6 | $ 66.4 | $ 32.5 | $ 32.6 | $ 159.5 |
Net earnings (loss) including impact of dilutive adjustments | $ (13.1) | $ 60.6 | $ 32.6 | $ 159.5 | ||||
Outstanding shares, basic (in shares) | 88.8 | 88.8 | 88.8 | 88.8 | ||||
Dilutive effect of employee awards (in shares) | 0 | 0 | 0.2 | 0 | ||||
Outstanding shares, diluted (in shares) | 88.8 | 88.8 | 89 | 88.8 | ||||
Per share amount, basic (in dollars per share) | $ (0.15) | $ 0.68 | $ 0.37 | $ 1.80 | ||||
Per share amount, diluted (in dollars per share) | $ (0.15) | $ 0.68 | $ 0.37 | $ 1.80 |
EARNINGS (LOSS) PER SHARE - Ant
EARNINGS (LOSS) PER SHARE - Antidilutive Securities Excluded from Computation (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding shares, diluted (in shares) | 88.8 | 88.8 | 89 | 88.8 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding shares, diluted (in shares) | 0.5 | 0 | 1.5 | 0 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 0.4 | 0 | 0 | 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||
Balance as of December 31 | $ 1,997.3 | $ 2,080.9 |
Goodwill acquired during the period | 0 | 0 |
Foreign currency impact | (2.6) | (143.7) |
Balance as of September 30 | 1,994.7 | 1,937.2 |
Clinical Services | ||
Goodwill [Roll Forward] | ||
Balance as of December 31 | 1,707.4 | 1,791 |
Goodwill acquired during the period | 0 | 0 |
Foreign currency impact | (2.6) | (143.7) |
Balance as of September 30 | 1,704.8 | 1,647.3 |
Enabling Services | ||
Goodwill [Roll Forward] | ||
Balance as of December 31 | 289.9 | 289.9 |
Goodwill acquired during the period | 0 | 0 |
Foreign currency impact | 0 | 0 |
Balance as of September 30 | $ 289.9 | $ 289.9 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Components of Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,255.2 | $ 1,258.1 |
Accumulated Amortization | (481.5) | (434.8) |
Net Carrying Amount | 773.7 | 823.3 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,188.2 | 1,191.1 |
Accumulated Amortization | (420.3) | (376.7) |
Net Carrying Amount | 767.9 | 814.4 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 53.7 | 53.7 |
Accumulated Amortization | (49.8) | (47.8) |
Net Carrying Amount | 3.9 | 5.9 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13.3 | 13.3 |
Accumulated Amortization | (11.4) | (10.3) |
Net Carrying Amount | $ 1.9 | $ 3 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 16 | $ 16.2 | $ 47.9 | $ 49.7 |
Estimated amortization expense, remainder of year | 15.8 | 15.8 | ||
Estimated amortization expense, 2024 | 62.8 | 62.8 | ||
Estimated amortization expense, 2025 | 60 | 60 | ||
Estimated amortization expense, 2026 | 59.1 | 59.1 | ||
Estimated amortization expense, 2027 | 59.1 | 59.1 | ||
Estimated amortization expense, thereafter | $ 516.9 | $ 516.9 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 9 Months Ended | ||||
Jun. 30, 2023 | Jun. 27, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Aggregate principal amount issued | $ 1,640,000,000 | ||||
Maximum borrowing capacity | 450,000,000 | ||||
Proceeds from issuance of senior notes | 570,000,000 | $ 0 | |||
Proceeds from term loans | 1,061,400,000 | $ 0 | |||
Letters of credit outstanding | $ 0 | ||||
7.5% senior notes due 2030 | Senior notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount issued | $ 570,000,000 | ||||
Stated interest rate | 7.50% | 7.50% | |||
Proceeds from issuance of senior notes | $ 560,200,000 | ||||
Senior secured revolving credit facility | Line of credit | Revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 450,000,000 | ||||
Effective interest rate | 7.57% | ||||
Line of credit, outstanding balance | $ 0 | $ 0 | |||
Commitment fee | 0.35% | ||||
Annual agency fee | $ 100,000 | ||||
Senior secured revolving credit facility | Line of credit | Swingline sub-facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 75,000,000 | ||||
Senior secured revolving credit facility | Line of credit | Letter of credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 75,000,000 | ||||
Senior secured term loan A due 2028 | Line of credit | Secured debt | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount issued | $ 500,000,000 | ||||
Debt term | 5 years | ||||
Proceeds from term loans | $ 491,800,000 | ||||
Effective interest rate | 7.57% | ||||
Senior secured term loan B due 2030 | Line of credit | Secured debt | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount issued | $ 570,000,000 | ||||
Debt term | 7 years | ||||
Proceeds from term loans | $ 552,900,000 | ||||
Effective interest rate | 9.07% |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Jun. 27, 2023 | Dec. 31, 2022 |
Current Portion of Long-Term Debt | |||
Debt issuance discount and fees | $ (4.6) | $ 0 | |
Total short-term borrowings and current portion of long-term debt | 26.1 | 0 | |
Long-Term Debt | |||
Debt issuance discount and fees | (29.3) | 0 | |
Total long-term debt | 1,572.4 | 0 | |
Line of credit | Secured debt | Senior secured term loan A due 2028 | |||
Current Portion of Long-Term Debt | |||
Current portion of debt, gross | 25 | 0 | |
Long-Term Debt | |||
Debt, gross | 468.8 | 0 | |
Line of credit | Secured debt | Senior secured term loan B due 2030 | |||
Current Portion of Long-Term Debt | |||
Current portion of debt, gross | 5.7 | 0 | |
Long-Term Debt | |||
Debt, gross | 562.9 | 0 | |
Senior notes | 7.5% senior notes due 2030 | |||
Long-Term Debt | |||
Debt, gross | $ 570 | $ 0 | |
Stated interest rate | 7.50% | 7.50% |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING - Schedule of Derivative Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Interest rate swaps | Designated as hedging instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Asset | $ 2.2 | $ 0 |
Liability | (0.6) | 0 |
Foreign currency forward contracts | Not designated as hedging instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Asset | 2.2 | 0 |
Liability | $ 0 | $ 0 |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING - Narrative (Details) $ in Millions | Sep. 30, 2023 USD ($) | Aug. 31, 2023 derivative |
Interest rate swaps | Designated as hedging instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of derivative instruments | derivative | 2 | |
Derivative, notional amount | $ 150 | |
Derivative, fixed interest rate | 4.20% | |
Foreign currency forward contracts | Not designated as hedging instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, notional amount | $ 406.3 |
PREFERRED STOCK AND COMMON SH_3
PREFERRED STOCK AND COMMON SHAREHOLDERS’ EQUITY - Narrative (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 265,000,000 | |
Common stock, par value per share (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 30,000,000 | |
Preferred stock, par value per share (in dollars per share) | $ 0.001 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
PREFERRED STOCK AND COMMON SH_4
PREFERRED STOCK AND COMMON SHAREHOLDERS’ EQUITY - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 1,751.1 | $ 3,298.6 | $ 3,342.6 | $ 3,260.6 |
Current quarter foreign exchange adjustments | (56) | (96.6) | (7.6) | (216.8) |
Unrealized gain on derivative instrument | 1.6 | 0 | 1.6 | 0 |
Tax effect of adjustments | (0.4) | 0 | (0.4) | 0 |
Transfer from Former Parent | 2.1 | |||
Ending balance | 1,694.3 | 3,222.5 | 1,694.3 | 3,222.5 |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (225.5) | (268.6) | (276) | (148.4) |
Ending balance | (280.3) | (365.2) | (280.3) | (365.2) |
Foreign Currency Translation Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (218.8) | (260.4) | (267.2) | (140.2) |
Current quarter foreign exchange adjustments | (56) | (96.6) | (7.6) | (216.8) |
Unrealized gain on derivative instrument | 0 | 0 | ||
Tax effect of adjustments | 0 | 0 | 0 | 0 |
Transfer from Former Parent | 0 | |||
Ending balance | (274.8) | (357) | (274.8) | (357) |
Net Benefit Plan Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (6.7) | (8.2) | (8.8) | (8.2) |
Current quarter foreign exchange adjustments | 0 | 0 | 0 | 0 |
Unrealized gain on derivative instrument | 0 | 0 | ||
Tax effect of adjustments | 0 | 0 | 0 | 0 |
Transfer from Former Parent | 2.1 | |||
Ending balance | (6.7) | (8.2) | (6.7) | (8.2) |
Unrealized Gain (Loss) on Derivative Instruments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 0 | 0 | 0 | 0 |
Current quarter foreign exchange adjustments | 0 | 0 | 0 | 0 |
Unrealized gain on derivative instrument | 1.6 | 1.6 | ||
Tax effect of adjustments | (0.4) | 0 | (0.4) | 0 |
Transfer from Former Parent | 0 | |||
Ending balance | $ 1.2 | $ 0 | $ 1.2 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 26.80% | 18.30% | 22.60% | 18.30% |
Unrecognized tax benefits, decrease | $ 0.3 | |||
Decrease in unrecognized tax benefits, reasonably possible | $ 1 | $ 1 |
STOCK COMPENSATION PLANS - Narr
STOCK COMPENSATION PLANS - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 9 Months Ended | |
Jul. 18, 2023 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cliff vesting period | 3 years | |
Unrecognized compensation cost | $ 83.4 | |
Unrecognized compensation cost, recognition period | 2 years | |
Fortrea’s Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for future issuance (in shares) | 11 | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for future issuance (in shares) | 1.8 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares converted (in shares) | 2.5 | |
Award vesting period | 3 years | |
Restricted Stock Units | Year one | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 33% | |
Restricted Stock Units | Year two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 33% | |
Restricted Stock Units | Year three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 33% | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares converted (in shares) | 0.1 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Exercise period | 10 years |
STOCK COMPENSATION PLANS - Sche
STOCK COMPENSATION PLANS - Schedule of Stock Option Activity (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Number of Options | |
Outstanding, beginning (in shares) | shares | 0 |
Granted (in shares) | shares | 0.8 |
Exercised (in shares) | shares | 0 |
Cancelled (in share) | shares | 0 |
Outstanding, ending (in shares) | shares | 0.8 |
Exercisable (in shares) | shares | 0 |
Weighted-Average Exercise Price per Option | |
Options, beginning (in dollar per share) | $ / shares | $ 0 |
Granted (in dollar per share) | $ / shares | 26.52 |
Exercised (in dollar per share) | $ / shares | 0 |
Cancelled (in dollar per share) | $ / shares | 0 |
Options, ending (in dollar per share) | $ / shares | 26.52 |
Exercisable (in dollar per share) | $ / shares | $ 0 |
Stock Options Additional Disclosures | |
Outstanding, weighted average remaining contractual term | 9 years 10 months 24 days |
Exercisable, weighted average remaining contractual term | 0 years |
Outstanding, aggregate intrinsic value (in dollar per share) | $ | $ 1.7 |
Exercisable, aggregate intrinsic value (in dollar per share) | $ | $ 0 |
STOCK COMPENSATION PLANS - Fair
STOCK COMPENSATION PLANS - Fair Value Estimates (Details) - Stock Options | 3 Months Ended |
Sep. 30, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average grant date fair value per option (in dollars per share) | $ 12.51 |
Weighted-average expected life (in years) | 6 years 3 months 18 days |
Risk free interest rate | 4.40% |
Expected volatility | 40.40% |
Expected dividend yield | 0% |
STOCK COMPENSATION PLANS - Rest
STOCK COMPENSATION PLANS - Restricted Stock Units and Performance Shares (Details) shares in Millions | 3 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted Stock Units | |
Number of Shares | |
Non-vested, beginning balance (in shares) | shares | 0 |
Converted (in shares) | shares | 2.5 |
Granted (in share) | shares | 0.6 |
Vested (in shares) | shares | 0 |
Cancelled (in share) | shares | (0.1) |
Non-vested, ending balance (in shares) | shares | 3 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 0 |
Converted (in dollars per share) | $ / shares | 34.2 |
Granted (in dollars per share) | $ / shares | 27.3 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 34.9 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 32.9 |
Performance Shares | |
Number of Shares | |
Non-vested, beginning balance (in shares) | shares | 0 |
Converted (in shares) | shares | 0.1 |
Granted (in share) | shares | 0 |
Vested (in shares) | shares | 0 |
Cancelled (in share) | shares | 0 |
Non-vested, ending balance (in shares) | shares | 0.1 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 0 |
Converted (in dollars per share) | $ / shares | 43.8 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 0 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 43.8 |
STOCK COMPENSATION PLANS - Shar
STOCK COMPENSATION PLANS - Share-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock compensation expense | $ 11.1 | $ 27.2 |
Income tax benefits | 0.2 | 1.7 |
Direct costs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock compensation expense | 7 | 16.4 |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock compensation expense | $ 4.1 | $ 10.8 |
TRANSACTIONS WITH FORMER PARE_3
TRANSACTIONS WITH FORMER PARENT - Allocation of General Corporate and Other Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Corporate and other allocations | $ 0 | $ 100.4 | $ 194 | $ 295.7 |
Direct costs | ||||
Related Party Transaction [Line Items] | ||||
Corporate and other allocations | 0 | 39.4 | 86.6 | 120.9 |
Selling, general and administrative expenses | ||||
Related Party Transaction [Line Items] | ||||
Corporate and other allocations | 0 | 55.7 | 105 | 160.9 |
Restructuring and other charges | ||||
Related Party Transaction [Line Items] | ||||
Corporate and other allocations | 0 | 0.1 | 0.2 | 0.7 |
Foreign exchange gain (loss) | ||||
Related Party Transaction [Line Items] | ||||
Corporate and other allocations | $ 0 | $ 5.2 | $ 2.2 | $ 13.2 |
TRANSACTIONS WITH FORMER PARE_4
TRANSACTIONS WITH FORMER PARENT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Direct costs | $ 0 | $ 100.4 | $ 194 | $ 295.7 |
General financing activities | ||||
Related Party Transaction [Line Items] | ||||
Direct costs | 0 | 72 | 147.6 | 214.8 |
Corporate allocations | ||||
Related Party Transaction [Line Items] | ||||
Direct costs | 0 | 28.4 | 46.4 | 80.9 |
Subcontract services | ||||
Related Party Transaction [Line Items] | ||||
Direct costs | $ 0 | $ 21.6 | $ 48.8 | $ 65.7 |
TRANSACTIONS WITH FORMER PARE_5
TRANSACTIONS WITH FORMER PARENT - Net Transfers To and From Labcorp (Details) - Related party - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Total net transfers (to) from Former Parent | $ 0 | $ (40.1) | $ (1,687.8) | $ 19.2 |
Special Payment to Former Parent | ||||
Related Party Transaction [Line Items] | ||||
Total net transfers (to) from Former Parent | (1,595) | 0 | ||
General financing activities | ||||
Related Party Transaction [Line Items] | ||||
Total net transfers (to) from Former Parent | 0 | (140.5) | (286.8) | (276.5) |
Corporate allocations | ||||
Related Party Transaction [Line Items] | ||||
Total net transfers (to) from Former Parent | 0 | 94 | 183.8 | 276.1 |
Stock compensation expense | ||||
Related Party Transaction [Line Items] | ||||
Total net transfers (to) from Former Parent | $ 0 | $ 6.4 | $ 10.2 | $ 19.6 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid during period for: | ||
Interest | $ 22.9 | $ 0.2 |
Income taxes, net of refunds | 21.9 | 20 |
Disclosure of non-cash investing activities: | ||
Change in accrued property, plant and equipment | (1.5) | 2.3 |
Disclosure of non-cash transfers to (from) Parent: | ||
Change in right-of-use lease assets | 13.9 | 0 |
Change in property, plant and equipment, net | $ (27.7) | $ 0 |
BUSINESS SEGMENT INFORMATION -
BUSINESS SEGMENT INFORMATION - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
BUSINESS SEGMENT INFORMATION _2
BUSINESS SEGMENT INFORMATION - Schedule of Segment Reporting Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 776.4 | $ 762.3 | $ 2,333.6 | $ 2,334.4 |
Segment operating income: | 14 | 68.9 | 73.8 | 172.8 |
Restructuring and other | (13) | |||
Operating income | 14 | 68.9 | 73.8 | 172.8 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment operating income: | 62.2 | 114.2 | 198.4 | 321.1 |
Operating income | 62.2 | 114.2 | 198.4 | 321.1 |
Intersegment eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (2.8) | (2.1) | (7.8) | (7.9) |
Corporate, non-segment | ||||
Segment Reporting Information [Line Items] | ||||
Corporate costs not allocated to segments | (20.6) | (23.9) | (60) | (70.8) |
Amortization | (16) | (16.2) | (47.9) | (49.7) |
Restructuring and other | (11.6) | (5.2) | (16.7) | (27.8) |
Clinical Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 711.7 | 697.2 | 2,129.8 | 2,127.6 |
Clinical Services | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 711.7 | 697.2 | 2,129.8 | 2,127.6 |
Segment operating income: | 59.9 | 108.5 | 192.4 | 299.8 |
Operating income | 59.9 | 108.5 | 192.4 | 299.8 |
Clinical Services | Intersegment eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (0.3) | (0.3) | (0.9) | (0.8) |
Enabling Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 64.7 | 65.1 | 203.8 | 206.8 |
Enabling Services | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 64.7 | 65.1 | 203.8 | 206.8 |
Segment operating income: | 2.3 | 5.7 | 6 | 21.3 |
Operating income | 2.3 | 5.7 | 6 | 21.3 |
Enabling Services | Intersegment eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ (2.5) | $ (1.8) | $ (6.9) | $ (7.1) |