UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
August 14, 2023
(Date of earliest event reported)
Fortrea Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 001-41704 | | 92-2796441 |
| (State or other jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 8 Moore Drive | | |
| Durham, | North Carolina | | 27709 |
| (Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number including area code) 877-495-0816
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act.
Title of Each Class Trading Symbol Name of exchange on which registered
Common Stock, $0.001 par value FTRE The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) is being furnished by Fortrea Holdings Inc. (the “Company”) to correct the calculation in the reconciliation of the Trailing Twelve Months Ended June 30, 2023 Adjusted EBITDA figure (the “Trailing 12 Adjusted EBITDA”) previously provided by the Company in its second quarter earnings release issued on the morning of August 14, 2023 (the “Original Earnings Release”). This Amendment is filed solely to correct the administrative error in the calculation of the Trailing 12 Adjusted EBITDA, and no other changes have been made to the Original Earnings Release.
Executives became aware of an administrative error contained in the Original Earnings Release after the market closed on August 23, 2023. After investigation, it was determined that a line item in the reconciliation of the Trailing 12 Adjusted EBITDA was misstated resulting in the overstatement of the Trailing 12 Adjusted EBITDA in the Original Earnings Release. Specifically, the Non-GAAP Measures table entitled “Reconciliation of Net Income to Adjusted EBITDA Reconciliation (in millions)” in the Original Earnings Release included an administrative error in the “Provision for income taxes” line item for the Trailing Twelve Months Ended June 30, 2023 column, which should have totaled $36.2 instead of $70.6 as shown in the Original Earnings Release. As a result of that administrative error, the Trailing 12 Adjusted EBITDA calculation should have totaled $344.5 instead of $378.9 as shown in the Original Earnings Release. The Trailing 12 Adjusted EBITDA and related reconciliation table have been corrected in the press release furnished herewith as Exhibit 99.1. The information contained in this Amendment and the corrected press release amend and supersede the Original Earnings Release.
Item 2.02 Results of Operations and Financial Condition.
On August 14, 2023, the Company reported its second quarter of 2023 financial results. A copy of the corrected press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The updated press release is also available on the Investor Relations section of the Company’s website, www.fortrea.com.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 7.01, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Fortrea Holdings Inc.
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| By: | /s/ Jill McConnell |
| | Name: Jill McConnell |
| | Title: Chief Financial Officer |
Date: August 24, 2023
