Fortrea Holdings Inc. 10-Q

Item 1. Financial Statements (unaudited) FORTREA HOLDINGS INC. CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS (in millions) (unaudited) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 114.3 $ 112.0 Accounts receivable and unbilled services, net 1,014.7 1,022.2 Prepaid expenses and other 102.5 112.7 Total current assets 1,231.5 1,246.9 Property, plant and equipment, net 212.3 164.9 Goodwill, net 2,025.2 1,997.3 Intangible assets, net 801.5 823.3 Deferred income taxes 2.0 1.2 Other assets, net 83.7 54.3 Total assets $ 4,356.2 $ 4,287.9 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 105.3 $ 81.5 Accrued expenses and other current liabilities 336.2 322.7 Unearned revenue 264.3 271.5 Short-term borrowings 26.1 — Short-term operating lease liabilities 20.2 23.3 Total current liabilities 752.1 699.0 Long-term debt, less current portion 1,578.9 — Operating lease liabilities 52.9 40.1 Deferred income taxes and other tax liabilities 184.2 184.5 Other liabilities 37.0 21.7 Total liabilities $ 2,605.1 $ 945.3 Commitments and contingent liabilities (Note 6) Equity Former parent investment — 3,618.6 Common stock, 88.8 and 0.0 shares outstanding at June 30, 2023 and December 31, 2022, respectively 0.1 — Additional paid-in capital 1,976.5 — Accumulated other comprehensive loss ( 225.5 ) ( 276.0 ) Total equity 1,751.1 3,342.6 Total liabilities and equity $ 4,356.2 $ 4,287.9 The accompanying notes are an integral part of these unaudited condensed consolidated and combined financial statements 2 FORTREA HOLDINGS INC. CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (in millions, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 793.0 $ 793.1 $ 1,557.2 $ 1,572.1 Costs and expenses: Direct costs, exclusive of depreciation and amortization (including costs incurred from related parties of $ 27.0 , $ 23.9 , $ 48.8 and $ 44.1 during the three and six months ended June 30, 2023 and 2022, respectively) 649.4 614.3 1,285.6 1,252.8 Selling, general and administrative expenses, exclusive of depreciation and amortization 80.8 71.2 158.8 145.8 Depreciation and amortization 25.1 23.4 47.9 47.0 Restructuring and other charges 3.9 13.0 5.1 22.6 Total costs and expenses 759.2 721.9 1,497.4 1,468.2 Operating income (loss) 33.8 71.2 59.8 103.9 Other income (expense): Interest expense ( 0.7 ) — ( 0.7 ) — Foreign exchange gain (loss) 5.4 12.0 ( 0.1 ) 16.3 Other, net 0.4 0.4 1.0 0.9 Net income before income taxes 38.9 83.6 60.0 121.1 Provision for income taxes 10.6 17.2 14.3 22.2 Net income $ 28.3 $ 66.4 $ 45.7 $ 98.9 Earnings per common share Basic and diluted $ 0.32 $ 0.75 $ 0.51 $ 1.11 The accompanying notes are an integral part of these unaudited condensed consolidated and combined financial statements. 3 FORTREA HOLDINGS INC. CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income $ 28.3 $ 66.4 $ 45.7 $ 98.9 Foreign currency translation adjustments 29.5 ( 85.6 ) 48.4 ( 120.2 ) Net benefit plan adjustments 2.1 — 2.1 — Comprehensive income (loss) $ 59.9 $ ( 19.2 ) $ 96.2 $ ( 21.3 ) The accompanying notes are an integral part of these unaudited condensed consolidated and combined financial statements. 4 FORTREA HOLDINGS INC. CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN EQUITY (in millions) (unaudited) Common Stock Shares Amounts Additional Paid-in Capital Former Parent Investment Accumulated Other Comprehensive Loss Total Equity Balance at December 31, 2022 — $ — $ — $ 3,618.6 $ ( 276.0 ) $ 3,342.6 Net income — — — 17.4 — 17.4 Other comprehensive income (loss), net of tax — — — — 18.9 18.9 Net transfers from Parent — — — 26.6 — 26.6 Balance at March 31, 2023 — $ — $ — $ 3,662.6 $ ( 257.1 ) $ 3,405.5 Net income — — — 28.3 28.3 Other comprehensive income (loss), net of tax — — — — 31.6 31.6 Special payment to Former Parent — — — ( 1,595.0 ) — ( 1,595.0 ) Net transfers to Former Parent — — — ( 119.4 ) — ( 119.4 ) Reclassification of Former Parent investment to additional paid-in capital — — 1,976.5 ( 1,976.5 ) — — Issuance of common stock 88.8 0.1 — — — 0.1 Balance at June 30, 2023 88.8 $ 0.1 $ 1,976.5 $ — $ ( 225.5 ) $ 1,751.1 Balance at December 31, 2021 — $ — $ — $ 3,409.0 $ ( 148.4 ) $ 3,260.6 Net income — — — 32.5 — 32.5 Other comprehensive income (loss), net of tax — — — — ( 34.6 ) ( 34.6 ) Net transfers from Parent — — — 88.6 — 88.6 Balance at March 31, 2022 — — — 3,530.1 ( 183.0 ) 3,347.1 Net income — — — 66.4 — 66.4 Other comprehensive income ( loss), net of tax — — — — ( 85.6 ) ( 85.6 ) Net transfers to Parent — — — ( 29.3 ) — ( 29.3 ) Balance at June 30, 2022 — $ — $ — $ 3,567.2 $ ( 268.6 ) $ 3,298.6 The accompanying notes are an integral part of these unaudited condensed consolidated and combined financial statements. 5 FORTREA HOLDINGS INC. CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (in millions) (unaudited) Six Months Ended June 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 45.7 $ 98.9 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 47.9 47.0 Stock compensation 16.1 13.2 Operating lease right-of-use asset expense 14.3 10.9 Deferred income taxes ( 3.9 ) ( 6.8 ) Other, net 6.5 3.3 (Increase) decrease in accounts receivable and unbilled services, net 7.8 ( 85.3 ) Increase in prepaid expenses and other ( 16.0 ) ( 8.9 ) Increase in accounts payable 23.7 20.5 Decrease in unearned revenue ( 7.7 ) ( 35.8 ) Increase (decrease) in accrued expenses and other 19.8 ( 78.7 ) Net cash provided by (used for) operating activities 154.2 ( 21.7 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 25.8 ) ( 19.0 ) Proceeds from sale of assets 0.3 0.3 Net cash used for investing activities ( 25.5 ) ( 18.7 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from term loans 1,061.4 — Proceeds from issuance of senior notes 570.0 — Debt issuance costs ( 26.4 ) — Special payment to Former Parent ( 1,595.0 ) — Net transfers (to) from Former Parent ( 136.7 ) 46.1 Net cash (used for) provided by financing activities ( 126.7 ) 46.1 Effect of exchange rate changes on cash and cash equivalents 0.3 ( 4.8 ) Net increase in cash and cash equivalents 2.3 0.9 Cash and cash equivalents at beginning of period 112.0 94.6 Cash and cash equivalents at end of period $ 114.3 $ 95.5 The accompanying notes are an integral part of these unaudited condensed consolidated and combined financial statements. 6 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) 1. BASIS OF FINANCIAL STATEMENT PRESENTATION Background Fortrea Holdings Inc. ("Fortrea"), 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. On July 28, 2022, Laboratory Corporation of America Holdings (“Labcorp” or “Former Parent”) announced that its Board of Directors had authorized Labcorp to pursue a spin of its wholly owned Clinical Development and Commercialization Services business (“CDCS” the “Business”, the “Company”) to Labcorp’s shareholders. The CDCS business was transferred to Fortrea and its shares distributed to Labcorp stockholders. On June 30, 2023, Labcorp completed the spin-off (the “Spin” or the “Separation”) of Fortrea Holdings Inc. ("Fortrea" or the "Company") through a pro-rata distribution of one share of Fortrea common stock for every share of Labcorp common stock held at the close of business on the record date of June 20, 2023. Fortrea began to trade as a separate public company (NASDAQ: FTRE) on July 3, 2023. Agreements with Labcorp The Company 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. Description of Business Fortrea is a leading global CRO providing clinical development and patient access solutions to pharmaceutical, biotechnology and medical device customers. The Company offers customers highly flexible delivery models that include Full Service, Functional Service Provider, and Hybrid structures. The Company believes it is well positioned to leverage its global scale, access to clinical data-driven insights, industry network, and decades of experience to bring customers tailored solutions. Fortrea intends to capitalize on the global demand for clinical development services across a diverse set of more than 20 therapeutic areas. 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, see Note 12, 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 worldwide (the United States, the United Kingdom, China, India and Singapore) with field operations in other jurisdictions. 7 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) Basis of Financial Statement Presentation Fortrea has historically existed and functioned as part of the consolidated business of Labcorp. 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 June 30, 2023 is a consolidated balance sheet based on the financial position of Fortrea as a standalone company. Accordingly, the second quarter of 2023 includes condensed consolidated and combined 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 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 Securities and Exchange Commission (“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 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 periods presented. However, the allocations may not reflect the expenses Fortrea would have incurred as an independent company for the 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 are 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 8 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) 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 10 , 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 June 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 six months ended June 30, 2023 and 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. 2. REVENUES The Company’s revenues by segment and geography for the three and six months ended June 30, 2023 and 2022 is as follows: Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 North America Europe Other Total North America Europe Other Total Clinical Services $ 371.3 $ 200.4 $ 154.4 $ 726.1 $ 353.4 $ 224.2 $ 145.7 $ 723.3 Enabling Services 66.5 — 0.4 66.9 69.2 — 0.6 69.8 Total $ 437.8 $ 200.4 $ 154.8 $ 793.0 $ 422.6 $ 224.2 $ 146.3 $ 793.1 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 North America Europe Other Total North America Europe Other Total Clinical Services $ 723.2 $ 396.4 $ 298.5 $ 1,418.1 $ 691.7 $ 446.6 $ 292.1 $ 1,430.4 Enabling Services 138.5 — 0.6 139.1 140.6 — 1.1 141.7 Total $ 861.7 $ 396.4 $ 299.1 $ 1,557.2 $ 832.3 $ 446.6 $ 293.2 $ 1,572.1 9 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) Revenue from the United States comprises substantially all revenue in North America. Contract Costs The following table provides information about contract asset balances: June 30, 2023 December 31, 2022 Sales commission assets $ 19.3 $ 18.6 Deferred contract costs 13.8 14.8 Total $ 33.1 $ 33.4 Amortization related to sales commission assets for the three months ended June 30, 2023 and 2022 was $ 3.4 and $ 3.1 , respectively, and for the six months ended June 30, 2023 and 2022 was $ 7.9 and $ 6.5 , respectively. Amortization related to deferred contract costs for the three months ended June 30, 2023 and 2022 was $ 2.3 and $ 2.9 , respectively, and for the six months ended June 30, 2023 and 2022 was $ 4.7 and $ 6.0 , 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: June 30, 2023 December 31, 2022 Accounts receivable $ 427.9 $ 449.2 Gross unbilled services 612.6 585.7 Less: Allowance for credit losses ( 25.8 ) ( 12.7 ) Total $ 1,014.7 $ 1,022.2 Unearned revenue $ 264.3 $ 271.5 Revenue recognized during the period included in the unearned revenue balance at the beginning of the peri od was $ 157.3 and $ 176.9 for the six months ended June 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 six months ended June 30, 2023 is as follows: Accounts Receivable Allowance for credit losses as of December 31, 2022 $ 12.7 Credit loss expense 16.8 Write-offs ( 3.7 ) Allowance for credit losses as of June 30, 2023 $ 25.8 Performance Obligations Under Long-Term Contracts Long-term contracts at the Company consist primarily of fully managed clinical studies. The amount of existing performance obligations under such long-term contracts unsatisfied was $ 4,332.9 as of June 30, 2023. The Company expects to recognize approximately 30 % of the existing performance obligations as of June 30, 2023 as revenue over 10 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) the next 12 months and the remaining balance thereafter. The Company's long-term contracts generally range from one to eight years . The Company applies the practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Revenue of $( 22.0 ) and $ 37.0 was recognized during the three months ended June 30, 2023 and 2022, respectively , and revenues of $( 32.9 ) and $ 67.9 were recognized during the six months ended June 30, 2023 and 2022, respectively, from performance obligations that were partially satisfied in a previous period . For the three and six months ended June 30, 2023 and 2022, such amounts were primarily related to changes in scope and, to a much lesser extent, changes in estimates. 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. The Company accounts for these receivable transfers as sales and derecognizes the sold receivables from its balance sheets. The fair value of the sold receivables approximated their book value due to their short-term nature. The Company continues to service, administer and collect the receivables on behalf of the Financial Institution and does not receive a servicing fee as part of the arrangement. On June 28, 2023, $ 17.5 of receivables were sold with net proceeds of $ 17.3 . 3. EARNINGS PER SHARE On 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. As of June 30, 2023, there are no dilutive instruments. The following tables provide basic and diluted earnings per share. Three Months Ended June 30, 2023 2022 Earnings Shares Per Share Amount Earnings Shares Per Share Amount Basic and diluted earnings per share: Net earnings $ 28.3 88.8 $ 0.32 $ 66.4 88.8 $ 0.75 Six Months Ended June 30, 2023 2022 Earnings Shares Per Share Amount Earnings Shares Per Share Amount Basic and diluted earnings per share: Net earnings $ 45.7 88.8 $ 0.51 $ 98.9 88.8 $ 1.11 11 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) 4. GOODWILL AND INTANGIBLE ASSETS The 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 CDCS 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 six months ended June 30, 2023 and 2022 are as follows: Clinical Services Enabling Services Total June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 June 30, 2023 June 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 27.9 ( 79.9 ) — — 27.9 ( 79.9 ) Balance as of June 30 $ 1,735.3 $ 1,711.1 $ 289.9 $ 289.9 $ 2,025.2 $ 2,001.0 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: June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 1,206.9 $ ( 412.2 ) $ 794.7 $ 1,191.1 $ ( 376.7 ) $ 814.4 Technology 53.7 ( 49.1 ) 4.6 53.7 ( 47.8 ) 5.9 Other 13.3 ( 11.1 ) 2.2 13.3 ( 10.3 ) 3.0 Total $ 1,273.9 $ ( 472.4 ) $ 801.5 $ 1,258.1 $ ( 434.8 ) $ 823.3 Amortization of intangible assets for the three and six months ended June 30, 2023 was $ 16.0 and $ 31.9 , respectively. For the three and six months ended June 30, 2022, amortization was $ 16.6 and $ 33.5 , respectively. Amortization expense of intangible assets is estimated to be $ 32.1 for the remainder of 2023, $ 63.8 in 2024, $ 60.9 in 2025, $ 60.1 in 2026, $ 60.1 in 2027 and $ 524.5 thereafter. 12 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) 5. DEBT In 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 June 30, 2023 and December 31, 2022 consisted of the following: June 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 June 30, 2023 and December 31, 2022 consisted of the following: June 30, 2023 December 31, 2022 7.5 % senior notes due 2030 $ 570.0 $ — Senior secured term loan A due 2028 475.0 — Senior secured term loan B due 2030 564.3 — Debt issuance discount and fees ( 30.4 ) — Total long-term debt $ 1,578.9 $ — 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 June 30, 2023, the effective interest rate on the term A loan and term B loan was 7.49 % and 8.99 %, respectively. The revolving credit facility is permitted 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 June 30, 2023 and December 31, 2022. As of June 30, 2023, the effective interest rate on the revolving credit facility, assuming a standard three month borrowing, was 7.49 %. 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 expires on June 30, 2028. 13 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) Under the revolving credit facility, 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 leverage and interest coverage ratios. The Company was in compliance with all covenants in the revolving credit facility at June 30, 2023. There were no outstanding letters of credit under the Credit Agreement as of June 30, 2023. 6. 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. 14 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) 7. 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 June 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 June 30, 2023 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Income (Loss) Balance at March 31, 2023 $ ( 248.3 ) $ ( 8.8 ) $ ( 257.1 ) Current quarter adjustments 29.5 — 29.5 Tax effect of adjustments — — — Transfer from Former Parent — 2.1 2.1 Balance at June 30, 2023 $ ( 218.8 ) $ ( 6.7 ) $ ( 225.5 ) Three months ended June 30, 2022 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Income (Loss) Balance at March 31, 2022 $ ( 174.8 ) $ ( 8.2 ) $ ( 183.0 ) Current quarter adjustments ( 85.6 ) — ( 85.6 ) Tax effect of adjustments — — — Balance at June 30, 2022 $ ( 260.4 ) $ ( 8.2 ) $ ( 268.6 ) Six months ended June 30, 2023 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2022 $ ( 267.2 ) $ ( 8.8 ) $ ( 276.0 ) Current year adjustments 48.4 — 48.4 Tax effect of adjustments — — — Transfer from Former Parent — 2.1 2.1 Balance at June 30, 2023 $ ( 218.8 ) $ ( 6.7 ) $ ( 225.5 ) Six months ended June 30, 2022 Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2021 $ ( 140.2 ) $ ( 8.2 ) $ ( 148.4 ) Current year adjustments ( 120.2 ) — ( 120.2 ) Tax effect of adjustments — — — Balance at June 30, 2022 $ ( 260.4 ) $ ( 8.2 ) $ ( 268.6 ) 8. INCOME TAXES Prior to the Separation, our operations were historically included in Labcorp’s U.S. combined federal and 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 15 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) 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 Labcorp. 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 six months ended June 30, 2023 as determined on a carve-out basis. Therefore, the Company recorded its interim income tax provision through June 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 six months ended June 30, 2023 were an annual period. For the three months ended June 30, 2023, the Company’s effective tax rate was 27.2 % compared to 20.6 % for the three months ended June 30, 2022. The effective tax rate for the three months ended June 30, 2023 was higher than the Company’s 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 three months ended June 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. The effective income tax rate for the six months ended June 30, 2023 was 23.8 % compared to 18.3 % for the six months ended June 30,2022. The effective tax rate for the six months ended June 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 six months ended June 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. 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 six months ended June 2023, the amount of net unrecognized tax positions decreased by $ 0.4 . M anagement 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 . 9. STOCK COMPENSATION 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 . As of June 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. On July 18, 2023, all Labcorp equity incentive awards held by Fortrea employees that were outstanding on the distribution date were converted to 2.6 shares of Fortrea restricted stock units. Unamortized expense for these awards was approximately $ 72.1 million at the separation date and will be amortized over the remaining vesting periods of the awards. 16 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) 10. TRANSACTIONS WITH FORMER PARENT Prior to the Separation, 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 The condensed consolidated and combined statements of operations include 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 has been 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 six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Direct costs $ 45.4 $ 40.1 $ 86.6 $ 81.5 Selling, general and administrative expenses 55.3 51.5 105.0 105.3 Restructuring and other charges 0.1 — 0.2 0.6 Foreign exchange gain (loss) 3.2 6.9 2.2 7.9 Corporate and other allocations $ 104.0 $ 98.5 $ 194.0 $ 195.3 Included in the aforementioned amou nts are $ 74.2 and $ 67.1 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 June 30, 2023 and 2022 , respectively, and $ 147.6 and $ 142.8 for the six months ended June 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 $ 29.8 and $ 31.4 for the three months ended June 30, 2023 and 2022 , respectively, and $ 46.4 and $ 52.5 for the six months ended June 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 $ 27.0 and $ 23.9 for the three months ended June 30, 2023 and 2022 , respectively, and $ 48.8 and $ 44.1 for the six months ended June 30, 2023 and 2022, respectively. Hedging Activities As of June 30, 2023, the Company had not entered into any derivative contracts with external counterparties. However, foreign currency forward contracts with external counterparties are 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. In August 2023 , the Company executed two interest rate swaps on its $ 500.0 term A loan with an aggregate notional amount of $ 150.0 . 17 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) 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 six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, 2023 2022 Special payment to Former Parent $ ( 1,595.0 ) $ — General financing activities ( 223.4 ) ( 127.8 ) Corporate allocations 100.5 91.5 Stock compensation expense 3.5 7.0 Total net transfers (to) from Former Parent $ ( 1,714.4 ) $ ( 29.3 ) Six Months Ended June 30, 2023 2022 Special payment to Former Parent $ ( 1,595.0 ) $ — General financing activities ( 286.8 ) ( 136.0 ) Corporate allocations 183.8 182.1 Stock compensation expense 10.2 13.2 Total net transfers (to) from Former Parent $ ( 1,687.8 ) $ 59.3 11. SUPPLEMENTAL CASH FLOW INFORMATION Six Months Ended June 30, 2023 2022 Supplemental schedule of cash flow information: Cash paid during period for: Interest $ 0.5 $ 0.2 Income taxes, net of refunds 16.7 13.7 Disclosure of non-cash investing activities: Change in accrued property, plant and equipment ( 0.2 ) 1.8 Disclosure of non-cash transfers to (from) Former Parent: Change in right-of-use lease assets 13.9 — Change in property, plant and equipment, net ( 27.7 ) — 12. BUSINESS SEGMENT INFORMATION The following tables are a summary of segment information for the three and six months ended June 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 18 INDEX FORTREA HOLDINGS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBI NED FINANCIAL STATEMENTS (dollars and shares in millions, except per share data) 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues from external customers: Clinical Services $ 726.1 $ 723.3 $ 1,418.1 $ 1,430.4 Enabling Services 66.9 69.8 139.1 141.7 Total revenues from external customers: $ 793.0 $ 793.1 $ 1,557.2 $ 1,572.1 Intersegment revenues, which are eliminated in consolidation, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Intersegment revenues: Clinical Services $ 0.3 $ 0.3 $ 0.6 $ 0.5 Enabling Services 1.4 3.2 4.4 5.3 Total intersegment revenues: $ 1.7 $ 3.5 $ 5.0 $ 5.8 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. 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating Income: Clinical Services $ 74.1 $ 116.0 $ 132.5 $ 191.3 Enabling Services 1.2 10.9 3.7 15.6 Segment operating income: 75.3 126.9 136.2 206.9 Corporate costs not allocated to segments ( 21.6 ) ( 26.1 ) ( 39.4 ) ( 46.9 ) Amortization ( 16.0 ) ( 16.6 ) ( 31.9 ) ( 33.5 ) Restructuring and other ( 3.9 ) ( 13.0 ) ( 5.1 ) ( 22.6 ) Total operating income (loss): $ 33.8 $ 71.2 $ 59.8 $ 103.9