GMR Solutions (NYSE: GMRS) swings to Q2 loss but keeps 2026 guidance

Q: How did GMR Solutions (GMRS) perform financially in Q2 2026?

GMR Solutions reported Q2 2026 net revenue of $1,490,286 thousand , up 3.3% year over year, but recorded a net loss of $28,278 thousand versus prior-year net income of $80,761 thousand. Adjusted EBITDA declined 11.8% to $284,536 thousand .

Q: What were GMR Solutions (GMRS) results for the first half of 2026?

For the six months ended June 30, 2026, GMR posted net revenue of $2,947,862 thousand , up 4.9%, and net income of $78,058 thousand , down 34.3% from 2025. Adjusted EBITDA was $589,588 thousand , only 1.8% below the prior-year period.

Q: Did GMR Solutions (GMRS) change its full-year 2026 financial guidance?

GMR reaffirmed its full-year 2026 guidance, maintaining net revenue expectations between $5,890 million and $6,180 million and Adjusted EBITDA between $1,135 million and $1,195 million . It also projects cash used for net capital expenditures and aircraft financing at 5.1%–5.3% of net revenue.

Q: What is driving the year-over-year earnings decline at GMR Solutions (GMRS)?

Management noted that the prior-year period included $74.3 million in favorable revenue estimate developments from strong No Surprises Act claim collections. This non-recurring benefit created a tough comparison, contributing significantly to the 135.0% year-over-year decline in Q2 net income.

Q: How strong is GMR Solutions’ (GMRS) balance sheet as of June 30, 2026?

As of June 30, 2026, GMR reported total assets of $7,429,258 thousand , cash and cash equivalents of $420,001 thousand , and long-term debt of $4,266,377 thousand . Stockholders’ equity improved to $789,263 thousand , while redeemable preferred stock was fully redeemed.

Q: What cash flow trends did GMR Solutions (GMRS) show in the first half of 2026?

For the six months ended June 30, 2026, GMR generated $217,326 thousand in net cash from operating activities, used $126,448 thousand in investing activities, and used $286,141 thousand in financing activities, resulting in a net decrease in cash and equivalents of $195,263 thousand .

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

GMR Solutions Inc. reported second-quarter 2026 net revenue of $1.49B, up 3.3% year over year, and $2.95B for the first half, up 4.9%. Despite revenue growth, the company posted a Q2 net loss of $28.3M versus prior-year net income of $80.8M, and first-half net income declined to $78.1M from $118.8M. Q2 Adjusted EBITDA was $284.5M, down 11.8%, while first-half Adjusted EBITDA was broadly flat at $589.6M, down 1.8%.

Management highlighted that the 2025 comparison benefited from $74.3M of favorable revenue estimate developments related to No Surprises Act claims. The company reaffirmed full-year 2026 guidance, targeting net revenue of $5.89B–$6.18B and Adjusted EBITDA of $1.135B–$1.195B, with cash used for net capital expenditures and aircraft financing expected at 5.1%–5.3% of net revenue. GMR generated $217.3M of operating cash in the first half, reduced long-term debt to $4.27B from $4.90B, redeemed $445.1M of redeemable preferred stock, and increased stockholders’ equity to $789.3M.

Positive

Full-year 2026 guidance reaffirmed, with net revenue expected between $5,890M and $6,180M and Adjusted EBITDA between $1,135M and $1,195M, signaling management confidence despite a weaker comparison quarter.
First-half net cash from operating activities was $217,326 thousand, supporting liquidity while long-term debt decreased from $4,898,769 thousand to $4,266,377 thousand, and $445,140 thousand of redeemable preferred stock was eliminated.
Stockholders’ equity increased substantially to $789,263 thousand from $204,155 thousand, reflecting the IPO-related equity raise and balance sheet strengthening.

Negative

Second-quarter 2026 swung to a net loss of $28,278 thousand from net income of $80,761 thousand a year earlier, a 135.0% decline.
Q2 2026 Adjusted EBITDA declined 11.8% to $284,536 thousand from $322,574 thousand, indicating margin pressure versus the prior-year quarter.

Filing Explained

By June 30, Class A shares had increased from 21,675,837 to 54,021,711; existing holders’ percentage ownership is reduced, while warrant dilution remains unquantified.

This Form 8-K reports GMR Solutions’ financial results for the three and six months ended June 30, 2026. The results information and Exhibit 99.1 are furnished rather than filed under Section 18. At June 30, 2026, the balance sheet reported 54,021,711 Class A shares issued and outstanding, compared with 21,675,837 outstanding at December 31, 2025; the larger common-share base affects existing holders’ percentage ownership.

Under the supplied definition, issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes. The financing statement also reports net common-stock issuance of $446,904 thousand and a $500,000 thousand line for issuance of warrants to purchase common stock.

The filing does not disclose exercise of those warrants, the number of shares they cover, or their exercise terms, so it does not establish additional warrant dilution beyond the common shares already reported.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Net Revenue: $ 1,490,286 Q2 2026 Net Income (Loss): $ (28,278) Q2 2026 Adjusted EBITDA: $ 284,536 +5 more

8 metrics

Q2 2026 Net Revenue $ 1,490,286 Three months ended June 30, 2026; amounts in thousands; 3.3% year-over-year increase

Q2 2026 Net Income (Loss) $ (28,278) Three months ended June 30, 2026; amounts in thousands; versus $80,761 thousand in 2025

Q2 2026 Adjusted EBITDA $ 284,536 Three months ended June 30, 2026; amounts in thousands; 11.8% decline versus 2025

Full-Year 2026 Net Revenue Guidance $ 5,890 – $ 6,180 Range for year ending December 31, 2026; in millions

Full-Year 2026 Adjusted EBITDA Guidance $ 1,135 – $ 1,195 Range for year ending December 31, 2026; in millions

Long-Term Debt $ 4,266,377 June 30, 2026; amounts in thousands; down from $4,898,769 thousand at December 31, 2025

Net Cash from Operating Activities $ 217,326 Six months ended June 30, 2026; amounts in thousands

Stockholders’ Equity $ 789,263 June 30, 2026; amounts in thousands; up from $204,155 thousand at December 31, 2025

Key Terms

Adjusted EBITDA, Tax receivable agreement liability, mezzanine equity, No Surprises Act, +2 more

6 terms

Adjusted EBITDA financial

"We define Adjusted EBITDA as EBITDA, as further adjusted to exclude management fees..."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Tax receivable agreement liability financial

"Tax receivable agreement liability | | | 468,414 | | | —"

A tax receivable agreement liability is the recorded future obligation a company expects to pay under an agreement that shares tax savings generated after a corporate transaction. Think of it like promising to split a refund with a former owner: the company recognizes a future bill on its books that reduces cash available to shareholders and can affect valuation and debt capacity. Investors watch it because it represents a real, sometimes sizable, cash outflow tied to tax benefits realized over time.

mezzanine equity financial

Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.

No Surprises Act regulatory

"collections on No Surprises Act claims related to prior years of service..."

A federal law that protects patients from unexpected out-of-network medical bills by limiting what providers and insurers can charge when care is received without a clear cost agreement. For investors, it changes how hospitals, physician groups, insurers and medical billing firms set prices, collect revenue and resolve payment disputes—similar to changing the rules of a game, it can shift revenue streams, margins and legal risk across the healthcare sector.

non-GAAP financial measures financial

"This press release contains “non-GAAP financial measures,” which are financial measures that either exclude..."

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Operating right-of-use assets financial

"Operating right-of-use assets | | | 216,206 | | | 203,258"

Operating right-of-use assets are the recorded value of something a company has the legal right to use under a lease—like equipment, office space, or vehicles—without owning it. Investors care because recognizing these assets (and the matching lease liabilities) changes a company’s balance sheet and key metrics such as leverage and operating profit, similar to how renting furniture would still affect your household budget and long-term obligations.

Earnings Snapshot

Net revenue (Q2 2026): $ 1,490,286 (thousands) · Guidance included

three and six months ended June 30, 2026

Net revenue (Q2 2026) $ 1,490,286 (thousands) 3.3% year-over-year increase

Net income (loss) (Q2 2026) $ (28,278) (thousands) (135.0%) year-over-year change

Adjusted EBITDA (Q2 2026) $ 284,536 (thousands) (11.8%) year-over-year change

Net revenue (6M 2026) $ 2,947,862 (thousands) 4.9% year-over-year increase

Adjusted EBITDA (6M 2026) $ 589,588 (thousands) (1.8%) year-over-year change

Guidance

For full-year 2026, net revenue is guided to $5,890–$6,180 million and Adjusted EBITDA to $1,135–$1,195 million, with cash used for net capital expenditures and aircraft financing at 5.1%–5.3% of net revenue.

FAQ

How did GMR Solutions (GMRS) perform financially in Q2 2026?

GMR Solutions reported Q2 2026 net revenue of $1,490,286 thousand, up 3.3% year over year, but recorded a net loss of $28,278 thousand versus prior-year net income of $80,761 thousand. Adjusted EBITDA declined 11.8% to $284,536 thousand.

What were GMR Solutions (GMRS) results for the first half of 2026?

For the six months ended June 30, 2026, GMR posted net revenue of $2,947,862 thousand, up 4.9%, and net income of $78,058 thousand, down 34.3% from 2025. Adjusted EBITDA was $589,588 thousand, only 1.8% below the prior-year period.

Did GMR Solutions (GMRS) change its full-year 2026 financial guidance?

GMR reaffirmed its full-year 2026 guidance, maintaining net revenue expectations between $5,890 million and $6,180 million and Adjusted EBITDA between $1,135 million and $1,195 million. It also projects cash used for net capital expenditures and aircraft financing at 5.1%–5.3% of net revenue.

What is driving the year-over-year earnings decline at GMR Solutions (GMRS)?

Management noted that the prior-year period included $74.3 million in favorable revenue estimate developments from strong No Surprises Act claim collections. This non-recurring benefit created a tough comparison, contributing significantly to the 135.0% year-over-year decline in Q2 net income.

How strong is GMR Solutions’ (GMRS) balance sheet as of June 30, 2026?

As of June 30, 2026, GMR reported total assets of $7,429,258 thousand, cash and cash equivalents of $420,001 thousand, and long-term debt of $4,266,377 thousand. Stockholders’ equity improved to $789,263 thousand, while redeemable preferred stock was fully redeemed.

What cash flow trends did GMR Solutions (GMRS) show in the first half of 2026?

For the six months ended June 30, 2026, GMR generated $217,326 thousand in net cash from operating activities, used $126,448 thousand in investing activities, and used $286,141 thousand in financing activities, resulting in a net decrease in cash and equivalents of $195,263 thousand.

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Understanding 8-K Material Events →

Available on EDGAR 08/12/2026 - 05:17 PM Accepted by SEC EDGAR 08/12/2026 - 05:17 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of

The Securities Exchange Act of 1934

August 12, 2026

Date of Report

(Date of earliest event reported)

GMR Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation)

 

001-43289

(Commission File Number)

 

47-3615769

(I.R.S. Employer
Identification No.)

4400 Hwy 121, Suite 700,

Lewisville, TX

(Address of principal executive offices)

75056

(Zip Code)

Registrant’s telephone number, including area code: (972) 459-4919

Not Applicable

(Former name or former address, if changed since last report.)

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:

☐ Written communications 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 Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Class A common stock, par value $0.0001 per share		GMRS		New York Stock Exchange

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 12, 2026, GMR Solutions Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (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 document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description of Exhibit

99.1		Press release of GMR Solutions Inc. dated August 12, 2026
104		Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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 thereunto duly authorized.

	GMR SOLUTIONS INC.


Date: August 12, 2026	By:	/s/ Brian Tierney
	Name:	Brian Tierney
	Title:	Executive Vice President and Chief Financial Officer

Exhibit 99.1

GMR Solutions Inc. Reports Financial Results

for the Three and Six Months Ended June 30, 2026

and Reaffirms Full Year 2026 Guidance

LEWISVILLE, Texas (August 12, 2026) — GMR Solutions Inc. (“GMR” or the “Company”) (NYSE: GMRS), the nation’s largest provider of emergency medical services (“EMS”), today announced financial results for the three and six months ended June 30, 2026, and updated its full year 2026 financial guidance.

“We are pleased with our second quarter results, which reflect operational execution and continued momentum across our business,” said Nick Loporcaro, Chairman and Chief Executive Officer at GMR. “We expanded our core emergency services, secured new business wins, and continued advancing innovative solutions such as 911 Nurse Navigation, while maintaining our focus on delivering exceptional patient care. As the nation’s only integrated air and ground medical services platform, we believe we are uniquely positioned to capitalize on growth opportunities, deliver clinical excellence, and drive long-term value creation through disciplined execution.”

“We delivered strong operational and financial performance during the second quarter, reflecting continued demand for our services and disciplined execution across the enterprise,” said Brian Tierney, Chief Financial Officer. “The prior-year period benefited from favorable revenue estimate developments driven by unusually strong collections on No Surprises Act claims related to prior years of service, resulting in a $74.3 million year-over-year difference in changes in revenue estimates. Despite this comparison dynamic, the underlying performance of our business remains strong, and we are reaffirming our full-year guidance, based on our results to date and outlook for the remainder of the year.”

Second Quarter 2026 Financial Highlights

●

Net revenue of $1,490.3 million, up 3.3% compared to $1,442.0 million in the second quarter of 2025

●

Net loss of $28.3 million, down 135.0% compared to net income of $80.8 million in the second quarter of 2025

●

Adjusted EBITDA⁽¹⁾ of $284.5 million, down 11.8% compared to $322.6 million in the second quarter of 2025

●

Maintained a strong liquidity position, in excess of $1.1 billion, comprised of $420.0 million of cash and cash equivalents and approximately $696.3 million of available borrowing capacity on the ABL Facility as of June 30, 2026

●

Completed initial public offering on May 14, 2026, generating net proceeds of $446.8 million through the issuance and sale of 31.9 million shares of Class A common stock

●

Reduced leverage and strengthened the Company’s balance sheet through a series of strategic capital transactions, including the repayment of $670.0 million of senior secured term loan borrowings and the redemption of all outstanding Series B preferred stock

●

Issued 33.3 million warrants in a private placement transaction for gross proceeds of $500.0 million

(1)

Adjusted EBITDA is a non-GAAP financial measure. Please see “Non-GAAP Financial Information” at the end of this press release for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

Key Financials

Three Months Ended

Six Months Ended

June 30,

 

2026

 

2025

 

2026

 

2025

 

($in thousands)

(Unaudited)

Net revenue

1,490,286

1,442,011

3.3%

2,947,862

2,809,418

4.9%

Net income

(28,278)

80,761

(135.0%)

78,058

118,785

(34.3%)

Adjusted EBITDA⁽¹⁾

284,536

322,574

(11.8%)

589,588

600,635

(1.8%)

(1)

Business Metrics


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025

		(Unaudited)						(Unaudited)
Patient encounters
Emergent transports			845,805			824,170			1,683,248			1,656,043
Non emergent transports			202,529			208,864			407,238			429,448
Total ambulance transports			1,048,334			1,033,034			2,090,486			2,085,491
of which, Ground transports			1,012,182			999,220			2,019,992			2,017,716
of which, Flights			36,152			33,814			70,494			67,775
Wheelchair transports			6,855			16,138			14,683			32,715
Nurse Navigation encounters			28,909			19,308			57,031			38,479
Non-transport			278,480			281,395			552,400			551,672
Total patient encounters			1,362,578			1,349,875			2,714,600			2,708,357

Net transport revenue per ambulance transport		$	1,370		$	1,351		$	1,365		$	1,305

Other key performance indicators:
Emergent air transport requests			80,577			76,933			155,790			152,774
Air base count			385			381			385			381
Weather cancellation rate for emergent air transports			15.5	%		18.5	%		16.3	%		18.2	%
Same market revenue growth			3.8	%		12.1	%		5.7	%		13.4	%
Net cash capital expenditures (in thousands)		$	66,400		$	40,303		$	120,411		$	78,931
Cash used in aircraft financing arrangements (in thousands)		$	27,486		$	24,405		$	52,478		$	49,500

Payor mix (as a percentage of net transport revenue):
Medicare			26	%		24	%		25	%		25	%
Medicaid			9	%		8	%		9	%		8	%
Commercial insurance and managed care			54	%		59	%		56	%		58	%
Other third-party payors			9	%		7	%		8	%		7	%
Self-pay			2	%		2	%		2	%		2	%
Net transport revenue			100	%		100	%		100	%		100	%

Full Year 2026 Financial Guidance

GMR is reaffirming the following guidance for the full year 2026:


(in millions)	Range for the year ending
	December 31, 2026
	Low		High
Net revenue	$	5,890	$	6,180

Adjusted EBITDA⁽²⁾	$	1,135	$	1,195

Cash used for net capital expenditures and aircraft financing as a percent of net revenue		5.1%		5.3%

(2)

A reconciliation of the foregoing guidance for the non-GAAP metric of Adjusted EBITDA to GAAP net income cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

Webcast and Conference Call Details

The Company will host a conference call tomorrow, August 13, 2026, at 8:30 a.m. Eastern Time. Investors can access the live call by joining the following link https://events.q4inc.com/attendee/831059655.

An archived webcast of the event will be available on the “Events & Presentations” section of the GMR website at https://investors.globalmedicalresponse.com/. The Company has posted supplemental information on the results that it will reference during the conference call. The supplemental information can be found under the “Financials” tab on the Company’s investor relations page. Following the live event, replays will be available via webcast for one year at https://investors.globalmedicalresponse.com/.

About Global Medical Response

GMR is the nation’s largest provider of EMS, delivering EMS and other essential out-of-hospital care in rural and urban communities that represent approximately 60% of the U.S. population. As the only national, fully integrated, air and ground EMS provider, GMR operates in approximately 1,400 counties across the country. A recognized innovator, GMR develops new solutions to meet evolving industry needs and expand access to high-quality care. With roughly 34,000 team members, GMR supports roughly 5.5 million patient encounters annually and performs a critical care intervention every 88 seconds. Its family of solutions includes ambulance EMS provider American Medical Response, as well as multiple air EMS organizations including Air Evac Lifeteam, REACH Air Medical Services, Guardian Flight, Med-Trans Corporation, and AirMed International.

We may use our website (www.globalmedicalresponse.com), Facebook page (www.facebook.com/GlobalMedicalResponse), X (Twitter) (www.x.com/GMR_Social), LinkedIn (www.linkedin.com/company/Global-Medical-Response), and Instagram (www.instagram.com/Global_Medical_Response), accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, Securities and Exchange Commission (“SEC”) filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Investor Email Alerts” section of our website at https://investors.globalmedicalresponse.com/resources/investor-email-alerts/default.aspx. The contents of our website, any alerts and social media channels are not, however, a part of this press release.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts, including statements related to our ability to capitalize on growth opportunities, drive long-term value creation and expand our services and statements regarding growth opportunities, delivery of services and our financial guidance. These forward-looking statements may relate to matters which include, but are not limited to, industries, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate,” “assume,” “believe,” “can,” “continue,” “could,”

“estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” the negative version of these words, or similar terms and phrases.

The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. We believe that these factors include but are not limited to the following:

●

if we receive fewer emergency transport requests or fewer non-emergency ambulance transport requests, our revenue could be adversely affected;

●

shifts in payor mix could decrease our revenue;

●

changes in the rates paid by, or the coverage or reimbursement methodology used by, commercial insurers, and delays in collection or non-collection of our accounts receivable could adversely affect us;

●

reduction in governmental rates for our services, limitations in funding for our services, or reduction in the number of individuals eligible for Medicare and Medicaid programs could adversely impact our business;

●

our business could be materially adversely affected if we are not able to maintain or reduce costs to provide our services;

●

we have a history of losses and can provide no assurance of our future operating results;

●

federal and state “surprise medical billing” legislation and regulations could adversely affect us;

●

deterioration in the collectability of patient responsibility accounts or charges for uninsured patients could reduce our revenue;

●

adverse weather conditions and physical impacts of climate change affect our helicopter emergency air ambulance operations, which could adversely impact our results of operations;

●

the inability to maintain our corporate reputation and relationships with existing patient referral sources or establish new referral sources could materially adversely affect us;

●

loss of existing contracts, including ground ambulance contracts and our EMS partnership with the Federal Emergency Management Agency, could adversely affect our revenue;

●

our inability to attract and retain qualified and skilled personnel could adversely affect us;

●

our business requires substantial capital expenditures and working capital financing, which we may be unable to obtain on satisfactory terms or at all;

●

our dependency on a limited number of third-party vendors for certain equipment and services could impair our ability to obtain the equipment and services we need to operate our business;

●

inflationary pressure, particularly increases in fuel costs, could negatively impact our operations;

●

our emphasis on servicing rural communities exposes us to risks;

●

accidents or other incidents involving patient transport operations could materially and adversely affect our reputation, business, financial condition, results of operations and cash flows;

●

any failure by us to manage or integrate acquisitions, divestitures, and other significant transactions successfully may have a material adverse effect on us;

●

if we fail to manage organizational change effectively, we may be unable to execute our business plan, maintain our high levels of service or adequately address competitive challenges;

●

our business may be materially and adversely affected if we are unable to ensure that our services interoperate with operating systems, devices and software and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems;

●

impairment of our goodwill or other intangible assets may adversely impact us;

●

cybersecurity incidents could disrupt business operations, result in the unauthorized access to or disclosure or use of critical and other sensitive or regulated data or confidential information and adversely impact us;

●

our use or our third-party service providers’ or business partners’ use of Machine Learning Technologies and the evolving regulatory framework in this area could materially or adversely affect us;

●

we are subject to risks related to payment processing;

●

hospital capacity and the ability of hospitals to treat the patients we transport can impact our business;

●

our business may be harmed by labor relation matters;

●

we may be adversely affected if we are unable to retain any member of our senior management;

●

adverse changes in general economic conditions and reductions in consumer spending could adversely impact the patients and the hospitals that use our services;

●

competition from other air or ground ambulance providers may adversely affect our business;

●

we may be subject to substantial malpractice or other similar claims and insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance companies;

●

the reserves established for our losses covered under insurance programs are subject to inherent uncertainties;

●

risks relating to payments to tax receivable agreement parties for certain tax benefits;

●

risks relating to our compliance with our legal and regulatory framework;

●

continued regulatory and public scrutiny of private equity’s role in EMS and healthcare may limit our ability to acquire operations, expand in certain states, or otherwise materially and adversely affect our reputation, business, operations and financial condition;

●

our inability or failure to obtain, maintain, protect or enforce our intellectual property rights could adversely affect our business;

●

our substantial indebtedness could adversely affect our financial condition;

●

we will be a “controlled company” within the meaning of the rules of the New York Stock Exchange and the rules of the SEC and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements;

●

KKR, and funds affiliated with it, controls us and its interests may conflict with yours in the future; and

●

regulations limit foreign ownership of us, which could reduce the price of our Class A common stock and cause owners of our Class A common stock who are not U.S. persons to lose their voting rights.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and in our filings with the SEC, including the information under the captions “Risk Factors” in GMR’s final prospectus (the “IPO Prospectus”) in connection with our initial public offering (the “IPO”), filed with the SEC and dated May 12, 2026, as well as GMR’s subsequent other filings with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us herein speaks only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included herein. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. For additional information on these and other factors that could cause GMR’s actual results to differ materially from expected results, please see our filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and on the “Investor Relations” tab of our website.

Non-GAAP Financial Measures

This press release contains “non-GAAP financial measures,” which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with GAAP. Specifically, we make use of the non-GAAP financial measures “EBITDA” and “Adjusted EBITDA.”

We provide non-GAAP financial information to enhance the understanding of our GAAP financial information and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

We define EBITDA as net income (loss) before interest expense, net, income tax provision (benefit), and depreciation and amortization. We define Adjusted EBITDA as EBITDA, as further adjusted to exclude management fees, non-cash stock-based compensation, professional fees and other expenses for non-recurring matters, debt financing fees paid to (received from) third parties and certain other items that we do not consider indicative of our ongoing operating performance.

Management uses EBITDA and Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish and award discretionary annual incentive compensation, to report compliance with certain covenants in our debt agreements and to compare our performance against that of peer companies using similar measures. Moreover, we present EBITDA and Adjusted EBITDA because we believe that investors consider them to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

Adjusted EBITDA is an analytical indicator used by management and the healthcare industry to evaluate company performance and allocate resources. Adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss), cash flows from operations, investing or financing activities, or other financial statement data presented in the unaudited condensed consolidated financial statements as indicators of financial performance. Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies and may not be comparable to similarly titled measures used in debt compliance calculations. Net income (loss) is the financial measure calculated and presented in accordance with GAAP that is most comparable to Adjusted EBITDA, as defined.

GMR Contacts:

Media Contact:

Kirsten Gurmendi

Public Relations Director, GMR Solutions Inc.

media@gmr.net

877.418.2980

Investor Contact:

Krister Sorensen

Vice President, Investor Relations, GMR Solutions Inc.

Investor.relations@gmr.net

GMR Solutions Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

June 30, 2026 and December 31, 2025

(Amounts in thousands, except share and par value amounts)


		June 30,			December 31,
		2026			2025
ASSETS		(unaudited)
Current assets:
Cash and cash equivalents		$	420,001		$	609,349
Insurance collateral			76,755			78,608
Accounts receivable, net			1,166,369			1,094,814
Spare parts, medical supplies and fuel			127,819			115,725
Prepaid expenses			84,663			105,014
Other current assets			147,372			128,571
Total current assets			2,022,979			2,132,081
Property and equipment, net of accumulated depreciation of $1,303,633 and $1,223,603 at June 30, 2026 and December 31, 2025, respectively			1,411,068			1,361,278
Operating right-of-use assets			216,206			203,258
Finance right-of-use assets			84,239			85,030
Intangible assets, net			1,171,914			1,204,237
Goodwill			2,180,581			2,180,581
Other assets			342,271			315,580
Total assets		$	7,429,258		$	7,482,045
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			64,054			60,047
Accrued wages, benefits and taxes			277,499			339,710
Accrued interest			24,648			75,655
Other accrued liabilities			408,742			363,160
Current portion of lease obligations			79,672			78,717
Current portion of long-term debt			151,231			147,140
Total current liabilities			1,005,846			1,064,429
Operating lease obligations			182,105			171,880
Finance lease obligations			75,578			74,943
Long-term debt			4,266,377			4,898,769
Deferred income taxes			209,129			209,067
Tax receivable agreement liability			468,414			—
Insurance reserves			332,839			312,069
Other long-term liabilities			99,707			101,593
Total liabilities			6,639,995			6,832,750
Commitments and contingencies
Mezzanine equity:
Redeemable preferred stock			—			445,140
Total mezzanine equity			—			445,140
Stockholders’ equity:
Class A Common stock, $0.0001 par value, 1,200,000,000 and 200,000,000 shares authorized, 54,021,711 and 22,096,835 shares issued and 54,021,711 and 21,675,837 outstanding, respectively, as of June 30, 2026 and December 31, 2025			5			2
Class B Common stock, $0.0001 par value, 300,000,000 and no shares authorized and no shares issued or outstanding, respectively, as of June 30, 2026 and December 31, 2025			—			—
Additional paid-in capital			963,270			456,466
Retained earnings (deficit)			(181,434)			(259,492)
Accumulated other comprehensive income (loss)			7,422			7,179
Total stockholders' equity (deficit)			789,263			204,155
Total liabilities, mezzanine equity and stockholders' equity		$	7,429,258		$	7,482,045

GMR Solutions Inc. and Subsidiaries

Consolidated Statements of Operations

For the three and six months ended June 30, 2026 and 2025

(Amounts in thousands, except share and per share amounts, unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
Net revenue	$	1,490,286	$	1,442,011	$	2,947,862	$	2,809,418
Operating expenses:
Employee wages, benefits and taxes		924,522		742,617		1,694,528		1,477,375
Maintenance, fuel and other direct expenses		136,417		112,617		255,037		224,428
Insurance expense		50,877		51,301		93,856		84,953
Other operating expenses		231,900		220,908		459,994		436,714
Depreciation and amortization		76,956		72,507		152,323		147,634
Impairment of assets held for sale and other investments		—		—		—		14,100
Acquisition, integration and other charges		12,925		1,055		16,537		5,356
Total operating expenses		1,433,597		1,201,005		2,672,275		2,390,560
Operating income		56,689		241,006		275,587		418,858
Interest expense, net		76,848		108,516		160,022		222,201
Equity in (earnings) losses of unconsolidated affiliates		(436)		(272)		(899)		(2,574)
Other (income) loss, net		(425)		10,468		(6,769)		9,546
Net income (loss) before income taxes		(19,298)		122,294		123,233		189,685
Income tax (benefit) expense		8,980		41,533		45,175		70,900
Net income (loss)	$	(28,278)	$	80,761	$	78,058	$	118,785

Net income (loss) available to common stockholders per share:
Basic	$	(1.84)	$	0.87	$	(1.35)	$	0.84
Diluted	$	(1.84)	$	0.27	$	(1.35)	$	0.26
Weighted-average common shares outstanding:
Basic		62,678,438		45,554,662		54,304,118		45,552,980
Diluted		62,678,438		148,265,105		54,304,118		148,084,828

Comprehensive income (loss):
Net income (loss)		(28,278)		80,761		78,058		118,785
Other comprehensive income (loss)
Unrealized holding gains (losses) on investments		837		371		313		839
Deferred income tax benefit (expense), net		(186)		(82)		(70)		(186)
Total other comprehensive income (loss), net of income tax		651		289		243		653
Comprehensive income (loss)	$	(27,627)	$	81,050	$	78,301	$	119,438

GMR Solutions Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the six months ended June 30, 2026 and 2025

(Amounts in thousands, unaudited)


	Six Months Ended
	June 30,
	2026		2025
Cash flows from operating activities:
Net income (loss)	$	78,058	$	118,785
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization		152,323		147,634
Amortization of deferred financing costs and debt discount		4,777		8,188
Paid-in-kind interest on long-term debt		—		15,579
Impairment of assets held for sale and other investments		—		14,100
(Gain) loss on divestiture of businesses		—		3,837
Stock-based compensation expense		132,511		1,422
Liability classified stock awards		—		4,169
Loss (gain) on disposal of property and equipment		1,855		5,290
Unrealized loss (gain) on marketable equity securities		873		784
Deferred income taxes		(8)		(4)
Other, net		(7,800)		3,645
Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable, net		(71,555)		(54,923)
Accounts payable		4,007		8,923
Accrued wages, benefits and taxes		(62,806)		(20,553)
Accrued interest		(51,007)		27,138
Accrued liabilities		43,952		(60,027)
Other assets and liabilities, net		(7,854)		(5,314)
Net cash provided by (used in) operating activities		217,326		218,673
Cash flows from investing activities:
Proceeds from divestiture of businesses		—		2,819
Proceeds from asset disposals related to sales and insurance recoveries		1,323		633
Purchases of property and equipment		(137,989)		(111,600)
Net change in investments held as insurance collateral		(572)		(1,857)
Purchases of marketable securities		(64,563)		(20,300)
Sales and maturities of marketable securities		60,678		25,956
Other investing activities, net		14,675		(3,347)
Net cash provided by (used in) investing activities		(126,448)		(107,696)
Cash flows from financing activities:
Payments on finance lease obligations		(6,401)		(7,473)
Principal payments on long-term debt		(750,351)		(76,100)
Proceeds from issuance of long-term debt		73,037		77,026
Issuance of common stock, net		446,904		—
Repurchase of common stock		—		(86)
Issuance of warrants to purchase common stock		500,000		—
(Redemption) issuance of redeemable preferred stock		(549,402)		—
Proceeds from issuance of shares under stock award plan, net of cash taxes paid		72		499
Net cash provided by (used in) financing activities		(286,141)		(6,134)
(Decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents		(195,263)		104,843
Cash and cash equivalents, beginning of period (including restricted cash and restricted cash equivalents of $14.8 million and $16.6 million, respectively)		624,229		368,902
Cash and cash equivalents, end of period (including restricted cash and restricted cash equivalents of $9.0 million and $11.3 million, respectively)	$	428,966	$	473,745

Supplemental disclosure of cash flow information
Equipment (primarily aircraft) additions financed with the issuance of debt	$	44,724	$	20,491
Cash paid (received) during the period for:
Interest	$	228,885	$	170,557
Income taxes, net of refunds received	$	38,757	$	119,582

GMR Solutions Inc. and Subsidiaries

Reconciliation of EBITDA and Adjusted EBITDA

For the three and six months ended June 30, 2026 and 2025

(Amounts in thousands, unaudited)

The following table reconciles net income to EBITDA and Adjusted EBITDA:


	Three Months Ended						Six Months Ended
	June 30,				2026 v.		June 30,				2026 v.
	2026		2025		2025 Change		2026		2025		2025 Change
Net income (loss)	$	(28,278)	$	80,761	(135.0)	%	$	78,058	$	118,785	(34.3)	%
Interest expense, net		76,848		108,516	(29.2)	%		160,022		222,201	(28.0)	%
Income tax provision (benefit)		8,980		41,533	(78.4)	%		45,175		70,900	(36.3)	%
Depreciation and amortization		76,956		72,507	6.1	%		152,323		147,634	3.2	%
EBITDA	$	134,506	$	303,317	(55.7)	%	$	435,578	$	559,520	(22.2)	%
Management fees⁽¹⁾		1,744		2,705	(35.5)	%		4,721		5,410	(12.7)	%
Stock-based compensation⁽²⁾		132,602		2,987	4,339.3	%		132,511		5,592	2,269.7	%
Professional fees and other expenses for non-recurring matters⁽³⁾		16,234		2,821	475.5	%		23,145		7,375	213.8	%
Debt refinancing fees paid to (received from) third parties⁽⁴⁾		239		(10)	(2,490.0)	%		559		373	49.9	%
Impairment of assets held for sale and other investments⁽⁵⁾		—		—	nm			—		14,100	nm
(Gain) loss on divestiture of businesses⁽⁶⁾		—		5,259	nm			—		3,837	nm
Realized and unrealized (gain) loss, net⁽⁷⁾		(353)		5,767	(106.1)	%		(6,027)		7,002	(186.1)	%
Equity method investment (income) loss⁽⁸⁾		(436)		(272)	60.3	%		(899)		(2,574)	(65.1)	%
Adjusted EBITDA	$	284,536	$	322,574	(11.8)	%	$	589,588	$	600,635	(1.8)	%

nm – Not meaningful

(1)

Represents management/director fees paid to directors and Kohlberg Kravis Roberts & Co. L.P. (the “Manager”) in connection with the ownership and financial management of the Company and procurement diagnostics and operational support provided by the Manager and its affiliates, including under the Monitoring Agreement (as defined in the IPO Prospectus). The Monitoring Agreement was terminated upon completion of the IPO. See “Certain Relationships and Related Party Transactions” in the IPO Prospectus for further information.

(2)

Represents the stock compensation expense associated with the vesting of stock options and other equity awards, related primarily to the vesting of certain awards based on the consummation of the IPO and achievement of certain performance targets on such date, as applicable, as well as the estimate of achievement of the cash-settled performance stock units as discussed in Note 15 of our unaudited condensed consolidated financial statements included in Part I, Item 1 of the Form 10-Q Quarterly Report for the period ended June 30, 2026.

(3)	Represents fees and expenses incurred in connection with certain business combinations and divestitures, as well as other fees and expenses incurred in connection with distinct transactions and matters unrelated to our normal and continued business operations, as further described below:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2026		2025		2026		2025

Acquisition and divestiture fees paid to (received from) third parties(i)		455		1,190		1,861		3,204
Executive management severance fees(ii)		124		(65)		1,326		717
Legal settlements and government affairs(iii)		500		(1,748)		1,507		(894)
Initial public offering related fees paid to third parties(iv)		12,715		—		12,715		—
Other(v)		2,440		3,444		5,736		4,348
Total professional fees and other expenses for non-recurring matters	$	16,234	$	2,821	$	23,145	$	7,375

(i)

Represents fees incurred in connection with potential and completed business combinations and divestitures of certain asset groups. These costs primarily represent diligence costs, transaction costs, and integration costs, and consist

primarily of third party financial advisory, legal, and consulting fees. Such costs are specific to acquisition and divestiture activity that would not have otherwise been incurred in connection with our ordinary course business operations.

(ii)

Fees incurred in the six months ended June 30, 2026 and 2025 primarily related to severance costs in connection with our targeted market exit strategies executed during such periods, in each case, to optimize our cost structure and enhance our operating effectiveness. These activities were undertaken to meet specific business objectives. In addition, these amounts represent discrete costs outside the ordinary course of business that are distinct from normal, recurring operating expenses.

(iii)

For the periods presented, amounts primarily relate to certain regulatory initiatives in California that are non-routine and not expected to continue.

(iv)

Represents third party fees and expenses incurred in connection with the IPO, which was consummated on May 14, 2026.

(v)

Represents other third-party fees and expenses incurred in connection with distinct transactions and matters unrelated to our normal and continued business operations, including major system implementation and enhancements relating to the integration of our timekeeping and electronic patient care charting systems.

(4)	Represents fees associated with our long-term debt refinancing consummated during fiscal year 2025, which primarily consisted of fees incurred for third party legal, accounting and tax consulting in connection with the debt refinancing.

(5)

Impairment of assets held for sale and other investments includes impairment charges of $14.1 million related to a strategic cost investment for the six months ended June 30, 2025. There was no impairment on assets held for sale or strategic cost investments for the three and six months ended June 30, 2026.

(6)

(Gain) loss on divestiture of businesses for the three and six months ended June 30, 2025 was $5.3 million and $3.8 million, respectively, related to net working capital finalization for the divestiture of our coordinated care and fire services business. There was no (gain) loss on divestiture of businesses recorded for the three and six months ended June 30, 2026.

(7)

Realized and unrealized (gain) loss, net represents changes in the fair value of equity securities for the three and six months ended June 30, 2026 and 2025, respectively. Additionally, during the six months ended June 30, 2026, a certain cost method investment was sold for a (gain) of ($6.9) million. There was a loss on a strategic cost investment of $6.2 million for the six months ended June 30, 2025.

(8)	We use the equity method of accounting to recognize our proportionate share of net income (loss) generated by our noncontrolling interest in Banner health system emergency air joint venture in Arizona.

Source: View Original Filing on SEC EDGAR

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GMR Solutions (NYSE: GMRS) swings to Q2 loss but keeps 2026 guidance

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