ftre-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


			☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


			☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 001-41704

FORTREA HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware						92-2796441
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8 Moore Drive Durham, North Carolina						27713
(Address of principal executive offices)						(Zip Code)

(Registrant's telephone number, including area code) (877)-495-0816

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	FTRE	The NASDAQ Stock Market LLC
Rights to Purchase Series A Preferred Stock, par value $0.001 per share	-	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

INDEX

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had outstanding 92.4 million shares of common stock as of November 3, 2025.

INDEX



PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets September 30, 2025 and December 31, 2024	2
	Condensed Consolidated Statements of Operations Three and nine months ended September 30, 2025 and 2024	3
	Condensed Consolidated Statements of Comprehensive (Loss) Income Three and nine months ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Changes in Equity Three and nine months ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows Nine months ended September 30, 2025 and 2024	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

FORTREA HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

(unaudited)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	131.3	$	118.5
Accounts receivable and unbilled services, net	663.2		659.5
Prepaid expenses and other	124.0		170.2
Total current assets	918.5		948.2
Property, plant and equipment, net	147.6		156.3
Goodwill, net	958.1		1,710.4
Intangible assets, net	635.4		655.7
Deferred income taxes	8.3		5.2
Other assets, net	74.2		103.4
Total assets	$	2,742.1	$	3,579.2
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	49.5	$	138.2
Accrued expenses and other current liabilities	369.6		369.8
Unearned revenue	411.6		353.3
Current portion of long-term debt	74.5		74.8
Short-term operating lease liabilities	9.2		13.4
Total current liabilities	914.4		949.5
Long-term debt, less current portion	1,052.1		1,049.7
Operating lease liabilities	51.5		60.6
Deferred income taxes and other tax liabilities	106.9		121.7
Other liabilities	36.4		35.3
Total liabilities	2,161.3		2,216.8
Commitments and contingent liabilities (Note 9)
Equity
Common stock, 92.2 and 89.7 shares outstanding at September 30, 2025 and December 31, 2024, respectively	0.1		0.1
Additional paid-in capital	2,101.8		2,042.2
Accumulated deficit	(1,350.7)		(397.0)
Accumulated other comprehensive loss	(170.4)		(282.9)
Total equity	580.8		1,362.4
Total liabilities and equity	$	2,742.1	$	3,579.2

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORTREA HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues	$	701.3	$	674.9	$	2,062.9	$	1,999.4
Costs and expenses:
Direct costs, exclusive of depreciation and amortization	578.6		526.6		1,690.2		1,606.1
Selling, general and administrative expenses, exclusive of depreciation and amortization	106.8		136.3		353.4		412.6
Depreciation and amortization	19.6		21.2		58.7		64.5
Goodwill and other asset impairments	—		—		797.9		—
Restructuring and other charges	4.9		8.8		21.7		22.5
Total costs and expenses	709.9		692.9		2,921.9		2,105.7
Operating loss	(8.6)		(18.0)		(859.0)		(106.3)
Other income (expense):
Interest expense	(22.6)		(22.4)		(68.2)		(101.9)
Foreign exchange loss	(2.6)		(0.2)		(28.1)		(7.0)
Other, net	5.1		4.8		7.9		15.1
Loss from continuing operations before income taxes	(28.7)		(35.8)		(947.4)		(200.1)
Income tax (benefit) expense	(12.8)		(17.3)		6.3		(2.5)
Loss from continuing operations	(15.9)		(18.5)		(953.7)		(197.6)
Loss from discontinued operations, net of tax	—		(9.4)		—		(69.7)
Net loss	$	(15.9)	$	(27.9)	$	(953.7)	$	(267.3)

Earnings (loss) per common share
Basic and diluted earnings (loss) per share from continuing operations	$	(0.17)	$	(0.21)	$	(10.53)	$	(2.21)
Basic and diluted earnings (loss) per share from discontinued operations	—		(0.10)		—		(0.78)
Basic and diluted earnings (loss) per share	$

SEC Form 10-Q filed by Fortrea Holdings Inc.