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Deslande v. Fortrea Holdings Inc. — Entry #65

Case: Deslande v. Fortrea Holdings Inc. nysd · 1:25-cv-04630

filed June 02, 2025

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Docket entry #65 · filed January 28, 2026

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Case 1:25-cv-04630-KPF   Document 65-3   Filed 01/28/26   Page 1 of 3


                Exhibit C


                               Case 1:25-cv-04630-KPF                                   Document 65-3                     Filed 01/28/26               Page 2 of 3


                                                                   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 June 30, 2024
                                                                                                     OR

                                          ☐ 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
                                                                                                                                               (I.R.S. Employer
                      (State or other jurisdiction of incorporation or organization)                                                          Identification No.)
                              8 Moore Drive Durham, North Carolina
                                                                                                                                                    27709
                                (Address of principal executive offices)                                                                          (Zip Code)

                                                                     (Registrant's telephone number, including area code) (480)-295-7600


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

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


Table of Contents
                             Case 1:25-cv-04630-KPF                                  Document 65-3                       Filed 01/28/26                       Page 3 of 3


Capital Partners, pursuant to which the Seller agreed to sell, and to cause its affiliates to sell, certain assets relating to its Enabling Services Segment (the “Transaction”), including the sale of equity
interests of Fortrea Patient Access Inc. and its subsidiaries and Endpoint Clinical, Inc. and its subsidiaries. The final adjusted purchase price for the Transaction was $340.0, subject to customary
purchase price adjustments, with $295.0 paid at closing and $45.0 to be paid upon achievement of certain transition-related milestones, which includes certain services provided through a Transition
Services Agreement. The Transaction closed during the second quarter of 2024. The decision to sell such assets relating to the Enabling Services Segment represented a strategic shift that had a
significant effect on the Company's results and operations and assets and liabilities for the periods presented. As a result, the Company has classified the assets related to the Enabling Services
Segment as assets from discontinued operations and liabilities from discontinued operations on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023. The operations
of the Enabling Services Segment have been classified as income or loss from discontinued operations on the condensed consolidated and combined statements of operations for all periods presented.

Backlog and Net New Business

    Our backlog consists of anticipated future revenue from business awards that either have not started, or that are in process and have not been completed. Our backlog also reflects any
cancellation or adjustment activity related to these awards. The average duration of our contracts will fluctuate from period to period based on the contracts comprising our backlog at any given time.
The majority of our contracts contain early termination provisions that typically require notice periods ranging from 30 to 90 days. We adjust backlog for foreign currency fluctuations and exclude
from backlog revenue that has been recognized as revenue in our statements of operations. Our backlog was $7.4 billion as of June 30, 2024.

     We do not believe that, as a sole measure, our backlog is a consistent indicator of future revenue because it has been, and likely will continue to be, affected by a number of factors, including the
variable size and duration of projects, many of which are performed over several years, and changes to the scope of work during the course of projects. Additionally, projects may be canceled or
delayed by the customer or regulatory authorities. We generally do not have a contractual right to the full amount of the contract award reflected in our backlog. If a customer cancels a contract, we
generally will be reimbursed for the costs we have incurred. For a further discussion of the risks relating to our business, see the “Risk Factors” section of our Annual Report on Form 10-K.

RESULTS OF CONTINUING OPERATIONS

    Three and Six Months Ended June 30, 2024 compared with Three and Six Months Ended June 30, 2023

    The following tables present the financial measures that management considers to be the most significant indicators of the Company's performance.

    Revenues
                                                                  Three Months Ended June 30,                                                  Six Months Ended June 30,
                                                                 2024                     2023                    Change                     2024                     2023                    Change
Revenues                                                $               662.4    $               725.1                     (8.6)% $                 1,324.5    $             1,419.0                   (6.7)%

    The Company’s revenues for the three months ended June 30, 2024 were $662.4, a decrease of 8.6% from revenues of $725.1 in the corresponding period in 2023. The change in revenues was
due to a decrease in organic revenues of 8.3% and unfavorable foreign currency translation of 0.3%. The Company defines organic growth as the change in revenues excluding the year over year
impact of acquisitions, divestitures and currency. The 8.3% decrease in organic revenues was primarily driven by decreased pass through revenues and lower service revenues resulting from the
quantity and burn rate of new business wins pre-Spin, and the challenges of mix.

    The Company’s revenues for the six months ended June 30, 2024 were $1,324.5, a decrease of 6.7% from revenues of $1,419.0 in the corresponding period in 2023. The change in revenues was
due to a decrease in organic revenues of 6.6% and unfavorable foreign currency translation of 0.1%. The 6.6% decrease in organic revenues was primarily driven by lower service revenues resulting
from the quantity and burn rate of new business wins pre-Spin, and the challenges of mix and decreased pass through revenues.


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