Fortrea Reports Third Quarter 2025 Results
| 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 | $ | (0.17 | ) | $ | (0.31 | ) | $ | (10.53 | ) | $ | (2.99 | ) |
| FORTREA HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (dollars and shares 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 | ||||||||
| 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 |
| FORTREA HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) | ||||||||
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (953.7 | ) | $ | (267.3 | ) | ||
| Adjustments to reconcile net loss to net cash (used for) provided by operating activities: | ||||||||
| Depreciation and amortization | 58.7 | 66.1 | ||||||
| Stock compensation | 59.6 | 43.1 | ||||||
| Credit loss expense | 13.5 | 17.0 | ||||||
| Operating lease right-of-use asset expense | 8.6 | 10.8 | ||||||
| Operating lease right-of-use asset impairment | 1.3 | 4.8 | ||||||
| Goodwill and other asset impairments | 797.9 | 24.0 | ||||||
| Deferred income taxes | (24.4 | ) | (23.2 | ) | ||||
| Unrealized foreign exchange movements | 38.8 | 4.2 | ||||||
| Loss on sale of business | - | 23.2 | ||||||
| Write-off of debt issuance costs | - | 12.2 | ||||||
| Other, net | 2.2 | 4.7 | ||||||
| Changes in assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable and unbilled services, net | (10.6 | ) | 290.9 | |||||
| Decrease (increase) in prepaid expenses and other | 43.8 | (33.3 | ) | |||||
| (Decrease) increase in accounts payable | (89.7 | ) | 5.8 | |||||
| Increase in unearned revenue | 54.6 | 106.4 | ||||||
| Decrease in accrued expenses and other | (16.2 | ) | (43.7 | ) | ||||
| Net cash (used for) provided by operating activities | (15.6 | ) | 245.7 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capital expenditures | (17.7 | ) | (28.7 | ) | ||||
| Proceeds from sale of business, net | 39.6 | 276.6 | ||||||
| Proceeds from sale of assets | - | 0.2 | ||||||
| Net cash provided by investing activities | 21.9 | 248.1 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from revolving credit facilities | 453.9 | 617.0 | ||||||
| Payments on revolving credit facilities | (453.9 | ) | (617.0 | ) | ||||
| Debt issuance costs | (0.6 | ) | - | |||||
| Principal payments of long-term debt | - | (482.7 | ) | |||||
| Payments for taxes related to net share settlement of stock awards | - | (14.0 | ) | |||||
| Net cash used for financing activities | (0.6 | ) | (496.7 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | 7.1 | (0.4 | ) | |||||
| Net change in cash and cash equivalents | 12.8 | (3.3 | ) | |||||
| Cash and cash equivalents at beginning of period | 118.5 | 108.6 | ||||||
| Cash and cash equivalents at end of period | $ | 131.3 | $ | 105.3 | ||||
| The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. |
| RECONCILIATION OF NON-GAAP MEASURES FORTREA HOLDINGS INC. NET INCOME TO ADJUSTED EBITDA RECONCILIATION (in millions) (unaudited) | ||||||||||||||||||||
| Trailing Twelve Months Ended | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||
| September 30, 2025 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Adjusted EBITDA from continuing operations: | ||||||||||||||||||||
| Net loss from continuing operations | $ | (1,027.6 | ) | $ | (15.9 | ) | $ | (18.5 | ) | $ | (953.7 | ) | $ | (197.6 | ) | |||||
| Income tax expense (benefit) | 5.3 | (12.8 | ) | (17.3 | ) | 6.3 | (2.5 | ) | ||||||||||||
| Interest expense, net | 90.1 | 22.6 | 22.4 | 68.2 | 101.9 | |||||||||||||||
| Foreign exchange loss | 31.7 | 2.6 | 0.2 | 28.1 | 7.0 | |||||||||||||||
| Depreciation and amortization (a) | 79.5 | 19.6 | 21.2 | 58.7 | 64.5 | |||||||||||||||
| Goodwill and other asset impairments | 797.9 | - | - | 797.9 | - | |||||||||||||||
| Restructuring and other charges (b) | 51.7 | 6.3 | 8.9 | 23.8 | 23.3 | |||||||||||||||
| Stock based compensation | 74.9 | 22.3 | 13.0 | 59.6 | 41.9 | |||||||||||||||
| Disposition-related costs (c) | 15.0 | 2.3 | 5.9 | 8.9 | 7.3 | |||||||||||||||
| One-time spin-related costs (d) | 55.5 | 3.0 | 27.0 | 23.4 | 97.9 | |||||||||||||||
| Customer matter (e) | 0.8 | - | 0.9 | - | 5.2 | |||||||||||||||
| Enabling Services Segment costs (f) | - | - | - | - | 7.3 | |||||||||||||||
| CEO transition related costs | 5.1 | 0.3 | - | 5.1 | - | |||||||||||||||
| Other (g) | 12.0 | 0.4 | 0.5 | 9.6 | (9.7 | ) | ||||||||||||||
| Adjusted EBITDA from continuing operations | $ | 191.9 | $ | 50.7 | $ | 64.2 | $ | 135.9 | $ | 146.5 | ||||||||||
| (a) Includes amortization of intangible assets acquired as part of business acquisitions. (b) Restructuring and other charges represent amounts incurred in connection with the elimination of redundant positions to reduce overcapacity, align resources and facilities, and restructure certain operations. (c) Disposition-related costs are short-term incremental costs to support the transition services agreement associated with the sale of the Enabling Services Segment. (d) Represents one-time or incremental costs required to implement capabilities to exit the Transition Services Agreement with former parent. (e) As part of working with a customer, the Company agreed to make concessions and provide discounts and other consideration to the customer as part of a multi-party solution. There were no related adjustments in 2025 as the agreed upon amounts had been satisfied. (f) These adjustments remove the impact of certain Enabling Services costs not included in discontinued operations. The Enabling Services Segment was sold in the second quarter of 2024. (g) Includes adjustments to estimated contingent consideration on a sale of a facility, income related to services provided under Transition Services Agreements, settlements related to litigation initiated prior to the Spin, the yield expense incurred on amounts received under the Company's Receivables Securitization Program, and amortization of implementation costs deferred in connection with cloud computing arrangements. |
| FORTREA HOLDINGS INC. NET INCOME TO ADJUSTED NET INCOME RECONCILIATION (dollars and shares in millions, except per share data) (unaudited) | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Adjusted net income from continuing operations: | ||||||||||||||||
| Net loss from continuing operations | $ | (15.9 | ) | $ | (18.5 | ) | $ | (953.7 | ) | $ | (197.6 | ) | ||||
| Foreign exchange loss | 2.6 | 0.2 | 28.1 | 7.0 | ||||||||||||
| Amortization (a) | 14.8 | 15.2 | 43.9 | 45.6 | ||||||||||||
| Goodwill and other asset impairments | - | - | 797.9 | - | ||||||||||||
| Restructuring and other charges (b) | 6.3 | 8.9 | 23.8 | 23.3 | ||||||||||||
| Stock based compensation | 22.3 | 13.0 | 59.6 | 41.9 | ||||||||||||
| Disposition-related costs (c) | 2.3 | 5.9 | 8.9 | 7.3 | ||||||||||||
| One-time spin-related costs (d) | 3.0 | 27.0 | 23.4 | 97.9 | ||||||||||||
| Customer matter (e) | - | 0.9 | - | 5.2 | ||||||||||||
| Enabling Services Segment costs (f) | - | - | - | 7.3 | ||||||||||||
| CEO transition related costs | 0.3 | - | 5.1 | - | ||||||||||||
| Other (g) | 0.4 | 0.5 | 9.6 | (9.7 | ) | |||||||||||
| Income tax impact of adjustments (h) | (24.4 | ) | (32.4 | ) | (15.4 | ) | (14.7 | ) | ||||||||
| Adjusted net income from continuing operations | $ | 11.7 | $ | 20.7 | $ | 31.2 | $ | 13.5 | ||||||||
| Basic shares | 91.2 | 89.6 | 90.6 | 89.4 | ||||||||||||
| Diluted shares | 93.8 | 90.1 | 92.0 | 90.3 | ||||||||||||
| Adjusted basic EPS from continuing operations | $ | 0.13 | $ | 0.23 | $ | 0.34 | $ | 0.15 | ||||||||
| Adjusted diluted EPS from continuing operations | $ | 0.12 | $ | 0.23 | $ | 0.34 | $ | 0.15 | ||||||||
| (a) Includes amortization of intangible assets acquired as part of business acquisitions. (b) Restructuring and other charges represent amounts incurred in connection with the elimination of redundant positions to reduce overcapacity, align resources and facilities, and restructure certain operations. (c) Disposition-related costs are short-term incremental costs to support the transition services agreement associated with the sale of the Enabling Services Segment. (d) Represents one-time or incremental costs required to implement capabilities to exit the Transition Services Agreement with former parent. (e) As part of working with a customer, the Company agreed to make concessions and provide discounts and other consideration to the customer as part of a multi-party solution. There were no related adjustments in 2025 as the agreed upon amounts had been satisfied. (f) These adjustments remove the impact of certain Enabling Services costs not included in discontinued operations. The Enabling Services Segment was sold in the second quarter of 2024. (g) Includes adjustments to estimated contingent consideration on a sale of a facility, income related to services provided under Transition Services Agreements, settlements related to litigation initiated prior to the Spin, the yield expense incurred on amounts received under the Company's Receivables Securitization Program, and amortization of implementation costs deferred in connection with cloud computing arrangements. (h) Income tax impact of adjustments represents the amount of additional tax expense that the Company estimates it would record if it used Non-GAAP results instead of GAAP results in the calculation of its provision. |
| FORTREA HOLDINGS INC. NET CASH USED FOR OPERATING ACTIVITIES TO FREE CASH FLOW RECONCILIATION (in millions) (unaudited) | ||||
| Nine Months Ended September 30, 2025 | ||||
| Net cash used for operating activities | $ | (15.6 | ) | |
| Capital expenditures | (17.7 | ) | ||
| Free cash flow | $ | (33.3 | ) |
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