GMR Solutions Inc 8-K, filed Nov 9, 2026
GMR Solutions Inc. (GMRS)
About this 8-K
GMR Solutions Inc filed this 8-K on November 9, 2026.
GMR Solutions Inc. reported third-quarter revenue of $1,595.6 million, up 5.9%, and net income of $135.6 million, up 81.7%, through September 30, 2026. Full-year 2026 guidance: revenue of $5,900 million–$6,050 million and Adjusted EBITDA of $1,135 million–$1,195 million. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant To Section 13 OR 15(d) of
The Securities Exchange Act of 1934
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(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:
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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 November 9, 2026, GMR Solutions Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 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 | | |
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 |
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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: November 9, 2026 | By: | /s/ Brian Tierney |
| Name: | Brian Tierney |
| Title: | Executive Vice President and Chief Financial Officer |
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Exhibit 99.1
GMR Solutions Inc. Reports Financial Results
for the Three and Nine Months Ended September 30, 2026
and Updated Full Year 2026 Guidance
LEWISVILLE, Texas (November 9, 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 nine months ended September 30, 2026, and updated its full year 2026 financial guidance.
“The third quarter showcased the resiliency that is inherent in GMR’s scale, national footprint, and integrated model,” said Nick Loporcaro, Chairman and Chief Executive Officer. “Our ability to serve patients across a broad range of operations and geographies helped us navigate weather-related constraints and other external pressures while continuing to grow our core emergent services. Combined with the momentum we are seeing in Nurse Navigation and new market growth, these results reinforce our confidence in the strength of our platform and opportunities ahead.”
“We delivered strong financial performance in the third quarter, with revenue increasing 5.9% to $1,595.6 million, and net income increasing 81.7% to $135.6 million, despite weather-related pressure on flight activity, higher fuel and other inflationary costs, and the anticipated shift in payor mix,” said Brian Tierney, Chief Financial Officer. “Growth in our core emergent services, continued improvement in revenue per transport and disciplined cost management helped us absorb these headwinds while continuing to invest in the business and strengthen our financial position.”
Third Quarter 2026 Financial Highlights
| ● | Net revenue of $1,595.6 million, up 5.9% compared to $1,506.9 million in the third quarter of 2025 |
| ● | Net income of $135.6 million, up 81.7% compared to net income of $74.6 million in the third quarter of 2025 |
| ● | Adjusted EBITDA(1) of $356.6 million, up 4.2% compared to $342.1 million in the third quarter of 2025 |
| ● | Maintained a strong liquidity position of approximately $999.3 million, comprised of $298.0 million of cash and cash equivalents and approximately $701.3 million of available borrowing capacity on the ABL Facility as of September 30, 2026 |
| ● | Reduced leverage and strengthened the Company’s balance sheet through a series of strategic capital transactions, including the repricing of its senior secured term loan due 2032 on September 17, 2026, which included the repayment of $200.0 million of senior secured term loan borrowings and a reduction to the applicable interest rate by 50 basis points. |
| (1) | Adjusted EBITDA is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” at the end of this press release for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). |
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Key Financials
| | Three Months Ended | | |
| Nine Months Ended | | |
| ||||||||
| | September 30, | | |
| September 30, | | |
| ||||||||
| | 2026 | | 2025 | | % | | 2026 | | 2025 | | % | | ||||
($ in thousands) | | (Unaudited) | | |
| (Unaudited) | | |
| ||||||||
Net revenue | | $ | 1,595,555 | | $ | 1,506,868 |
| 5.9% | | $ | 4,543,417 | | $ | 4,316,286 |
| 5.3% | |
| | | | | | | | | | | | | | | | | |
Net income | | $ | 135,555 | | $ | 74,599 |
| 81.7% | | $ | 213,613 | | $ | 193,384 |
| 10.5% | |
| | | | | | | | | | | | | | | | | |
Adjusted EBITDA(1) | | $ | 356,557 | | $ | 342,119 |
| 4.2% | | $ | 946,145 | | $ | 942,753 |
| 0.4% | |
| (1) | Adjusted EBITDA is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” 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”). |
Business Metrics
| | Three Months Ended |
| Nine Months Ended |
| ||||||||
| | September 30, | | September 30, | | ||||||||
| | 2026 | | 2025 |
| 2026 | | 2025 |
| ||||
| | (Unaudited) |
| (Unaudited) |
| ||||||||
Patient encounters | | |
| |
| ||||||||
Emergent transports |
| | 874,239 |
| | 846,679 | | | 2,557,487 |
| | 2,502,722 | |
Non emergent transports |
| | 203,894 |
| | 205,889 | | | 611,132 |
| | 635,337 | |
Total ambulance transports |
| | 1,078,133 |
| | 1,052,568 | | | 3,168,619 |
| | 3,138,059 | |
of which, Ground transports |
| | 1,040,394 |
| | 1,014,764 | | | 3,060,386 |
| | 3,032,480 | |
of which, Flights |
| | 37,739 |
| | 37,804 | | | 108,233 |
| | 105,579 | |
Wheelchair transports |
| | 6,457 |
| | 17,363 | | | 21,140 |
| | 50,078 | |
Nurse Navigation encounters | | | 32,180 | | | 21,326 | | | 89,211 | | | 59,805 | |
Non-transport |
| | 283,432 |
| | 292,286 | | | 835,832 |
| | 843,958 | |
Total patient encounters |
| | 1,400,202 |
| | 1,383,543 | | | 4,114,802 |
| | 4,091,900 | |
| | | | | | | | | | | | | |
Net transport revenue per ambulance transport | | $ | 1,426 | | $ | 1,384 | | $ | 1,386 | | $ | 1,332 | |
| | | | | | | | | | | | | |
Other key performance indicators: | |
| | |
| | |
| | |
| | |
Emergent air transport requests | |
| 84,126 | |
| 81,854 | |
| 239,916 | |
| 234,628 | |
Air base count | | | 386 | | | 383 | | | 386 | | | 383 | |
Weather cancellation rate for emergent air transports | |
| 15.7 | % |
| 14.8 | % |
| 16.1 | % |
| 17.0 | % |
Same market revenue growth | |
| 6.0 | % |
| 9.5 | % |
| 5.8 | % |
| 12.0 | % |
Net cash capital expenditures (in thousands) | | $ | 54,699 | | $ | 57,082 | | $ | 175,110 | | $ | 136,013 | |
Cash used in aircraft financing arrangements (in thousands) | | $ | 27,481 | | $ | 25,299 | | $ | 79,959 | | $ | 74,799 | |
| | | | | | | | | | | | | |
Payor mix (as a percentage of net transport revenue): | |
| | |
| | |
| | |
| | |
Medicare | |
| 25 | % |
| 23 | % |
| 25 | % |
| 24 | % |
Medicaid | |
| 9 | % |
| 8 | % |
| 9 | % |
| 8 | % |
Commercial insurance and managed care | |
| 57 | % |
| 59 | % |
| 56 | % |
| 59 | % |
Other third-party payors | |
| 8 | % |
| 8 | % |
| 8 | % |
| 7 | % |
Self-pay | |
| 1 | % |
| 2 | % |
| 2 | % |
| 2 | % |
Net transport revenue | |
| 100 | % |
| 100 | % |
| 100 | % |
| 100 | % |
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Full Year 2026 Financial Guidance
GMR is updating the following guidance for the full year 2026:
(in millions) | | Range for the year ending | ||||
| | December 31, 2026 | ||||
| | Low | | High | ||
Net revenue | | $ | 5,900 | | $ | 6,050 |
| |
| | |
| |
Adjusted EBITDA(2) | | $ | 1,135 | | $ | 1,195 |
| | | | | | |
Cash used for net capital expenditures and aircraft financing as a percent of net revenue | | | 5.2% | | | 5.4% |
| (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, November 10, 2026, at 8:00 a.m. Eastern Time. Investors can access the live call by joining the following link https://events.q4inc.com/attendee/164439003.
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 more than 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 approximately 34,000 team members, GMR supports roughly 5.5 million patient encounters annually and performs a critical care intervention every 87 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 momentum in Nurse Navigation, market growth 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.
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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; |
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| ● | 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 are 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 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 caption “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,” “Adjusted EBITDA,” and “Adjusted Diluted EPS.”
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.
EBITDA and Adjusted EBITDA
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, stock-based compensation, professional fees and other expenses for non-recurring matters, debt refinancing 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.
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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.
Adjusted Diluted EPS
We define Adjusted Diluted EPS as net income (loss) available to common stockholders, adjusted for the items and related income tax effects shown in the reconciliation below, divided by adjusted diluted weighted-average common shares outstanding. Adjusted diluted shares reflect the inclusion of potentially dilutive stock awards and warrants excluded from GAAP diluted shares due to a net loss position, but do not include stock awards or warrants that are out of the money and whose inclusion would be antidilutive. We believe Adjusted Diluted EPS is useful to investors because it facilitates period-to-period comparisons of our earnings performance by excluding the effects of our pre-IPO preferred stock and other items that we do not consider indicative of our ongoing operating performance.
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
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GMR Solutions Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
September 30, 2026 and December 31, 2025
(Amounts in thousands, except share and par value amounts)
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
ASSETS | | (unaudited) | | | | |
Current assets: |
| | |
| | |
Cash and cash equivalents | | $ | 297,987 | | $ | 609,349 |
Insurance collateral | |
| 85,472 | |
| 78,608 |
Accounts receivable, net | |
| 1,249,293 | |
| 1,094,814 |
Spare parts, medical supplies and fuel | |
| 128,877 | |
| 115,725 |
Prepaid expenses | |
| 88,040 | |
| 105,014 |
Reinsurance recoverables | | | 112,711 | |
| 81,791 |
Other current assets | |
| 53,937 | |
| 46,780 |
Total current assets | |
| 2,016,317 | |
| 2,132,081 |
Property and equipment, net of accumulated depreciation of $1,351,267 and $1,223,603 at September 30, 2026 and December 31, 2025, respectively | |
| 1,462,548 | |
| 1,361,278 |
Operating right-of-use assets | |
| 224,519 | |
| 203,258 |
Finance right-of-use assets | |
| 77,046 | |
| 85,030 |
Intangible assets, net | |
| 1,155,838 | |
| 1,204,237 |
Goodwill | |
| 2,180,581 | |
| 2,180,581 |
Other assets | |
| 403,499 | |
| 315,580 |
Total assets | | $ | 7,520,348 | | $ | 7,482,045 |
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | | | | | | |
Current liabilities: | | | | | | |
Accounts payable | |
| 66,259 | |
| 60,047 |
Accrued wages, benefits and taxes | |
| 299,660 | |
| 339,710 |
Accrued interest | |
| 38,713 | |
| 75,655 |
Other accrued liabilities | |
| 510,762 | |
| 363,160 |
Current portion of lease obligations | |
| 76,138 | |
| 78,717 |
Current portion of long-term debt | |
| 164,104 | |
| 147,140 |
Total current liabilities | |
| 1,155,636 | |
| 1,064,429 |
Operating lease obligations | |
| 193,227 | |
| 171,880 |
Finance lease obligations | |
| 74,359 | |
| 74,943 |
Long-term debt | |
| 4,096,043 | |
| 4,898,769 |
Deferred income taxes | |
| 208,740 | |
| 209,067 |
Tax receivable agreement liability | | | 470,791 | |
| — |
Insurance reserves | |
| 362,664 | |
| 312,069 |
Other long-term liabilities | |
| 50,619 | |
| 101,593 |
Total liabilities | |
| 6,612,079 | |
| 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, 66,698,468 and 22,096,835 shares issued and outstanding, respectively, as of September 30, 2026 and December 31, 2025 | |
| 7 | |
| 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 September 30, 2026 and December 31, 2025 | | | — | |
| — |
Additional paid-in capital | |
| 948,068 | |
| 456,466 |
Retained earnings (deficit) | |
| (45,879) | |
| (259,492) |
Accumulated other comprehensive income (loss) | |
| 6,073 | |
| 7,179 |
Total stockholders' equity (deficit) | |
| 908,269 | |
| 204,155 |
Total liabilities, mezzanine equity and stockholders' equity | | $ | 7,520,348 | | $ | 7,482,045 |
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GMR Solutions Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the three and nine months ended September 30, 2026 and 2025
(Amounts in thousands, except share and per share amounts, unaudited)
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net revenue | | $ | 1,595,555 | | $ | 1,506,868 | | $ | 4,543,417 | | $ | 4,316,286 |
Operating expenses: | | | | | | | | | | | | |
Employee wages, benefits and taxes | | | 801,712 | | | 773,658 | | | 2,496,240 | | | 2,251,033 |
Maintenance, fuel and other direct expenses | | | 150,034 | | | 119,922 | | | 405,071 | | | 344,350 |
Insurance expense | | | 55,186 | | | 57,214 | | | 149,042 | | | 142,167 |
Other operating expenses | | | 238,390 | | | 225,158 | | | 698,384 | | | 661,872 |
Depreciation and amortization | | | 78,531 | | | 73,366 | | | 230,854 | | | 221,000 |
Impairment of assets held for sale and other investments | | | — | | | — | | | — | | | 14,100 |
Acquisition, integration and other charges | | | 10,231 | | | 40,976 | | | 26,768 | | | 46,332 |
Total operating expenses | | | 1,334,084 | | | 1,290,294 | | | 4,006,359 | | | 3,680,854 |
Operating income | | | 261,471 | | | 216,574 | | | 537,058 | | | 635,432 |
Interest expense, net | | | 68,062 | | | 107,205 | | | 228,084 | | | 329,406 |
Loss on debt extinguishment | | | — | | | 5,745 | | | — | | | 5,745 |
Equity in (earnings) losses of unconsolidated affiliates | | | (1,272) | | | (226) | | | (2,171) | | | (2,800) |
Other (income) loss, net | | | 220 | | | (635) | | | (6,549) | | | 8,911 |
Net income (loss) before income taxes | | | 194,461 | | | 104,485 | | | 317,694 | | | 294,170 |
Income tax (benefit) expense | | | 58,906 | | | 29,886 | | | 104,081 | | | 100,786 |
Net income (loss) | | $ | 135,555 | | $ | 74,599 | | $ | 213,613 | | $ | 193,384 |
| | | | | | | | | | | | |
Net income (loss) available to common stockholders per share: | |
| | |
| | |
| | |
| |
Basic | | $ | 1.69 | | $ | 0.22 | | $ | 0.99 | | $ | 1.06 |
Diluted | | $ | 0.56 | | $ | 0.07 | | $ | 0.31 | | $ | 0.32 |
Weighted-average common shares outstanding: | |
| | |
| | |
| | |
| |
Basic | |
| 80,102,050 | |
| 45,553,968 | |
| 62,997,926 | |
| 45,553,313 |
Diluted | |
| 242,376,462 | |
| 148,330,947 | |
| 200,337,433 | |
| 148,619,004 |
| | | | | | | | | | | | |
Comprehensive income (loss): | |
| | |
| | |
| | |
| |
Net income (loss) | |
| 135,555 | |
| 74,599 | |
| 213,613 | |
| 193,384 |
Other comprehensive income (loss) | |
| | |
| | |
| | | | |
Unrealized holding gains (losses) on investments | |
| (1,734) | |
| 685 | |
| (1,421) | |
| 1,524 |
Deferred income tax benefit (expense), net | |
| 385 | |
| (151) | |
| 315 | |
| (337) |
Total other comprehensive income (loss), net of income tax | |
| (1,349) | |
| 534 | |
| (1,106) | |
| 1,187 |
Comprehensive income (loss) | | $ | 134,206 | | $ | 75,133 | | $ | 212,507 | | $ | 194,571 |
8
GMR Solutions Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2026 and 2025
(Amounts in thousands, unaudited)
| | Nine Months Ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
Cash flows from operating activities: | | | | | | |
Net income (loss) | | $ | 213,613 | | $ | 193,384 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | | | | | | |
Depreciation and amortization | |
| 230,854 | |
| 221,000 |
Amortization of deferred financing costs and debt discount | |
| 18,134 | |
| 11,236 |
Paid-in-kind interest on long-term debt | |
| — | |
| 22,450 |
Loss on debt extinguishment | |
| — | |
| 5,745 |
Impairment of assets held for sale and other investments | |
| — | |
| 14,100 |
(Gain) loss on divestiture of businesses | |
| — | |
| 3,837 |
Stock-based compensation expense | |
| 142,640 | |
| 1,796 |
Liability classified stock awards | |
| (11,569) | |
| 9,557 |
Loss (gain) on disposal of property and equipment | |
| 1,822 | |
| 8,435 |
Unrealized loss (gain) on marketable equity securities | |
| 1,298 | |
| 270 |
Deferred income taxes | |
| (12) | |
| (7) |
Other, net | |
| (9,071) | |
| 3,419 |
Changes in assets and liabilities, net of effects of acquisitions | | | | | | |
Accounts receivable, net | |
| (154,479) | |
| (112,187) |
Accounts payable | |
| 6,212 | |
| 3,340 |
Accrued wages, benefits and taxes | |
| (40,678) | |
| 26,983 |
Accrued interest | |
| (36,942) | |
| (5,930) |
Accrued liabilities | |
| 84,041 | |
| (50,216) |
Other assets and liabilities, net | |
| (33,533) | |
| 5,958 |
Net cash provided by (used in) operating activities | |
| 412,330 | |
| 363,170 |
Cash flows from investing activities: | | | | | | |
Proceeds from divestiture of businesses | |
| — | |
| 2,819 |
Proceeds from asset disposals related to sales and insurance recoveries | |
| 3,757 | |
| 1,759 |
Purchases of property and equipment | |
| (222,706) | |
| (177,450) |
Net change in investments held as insurance collateral | |
| (697) | |
| (1,475) |
Purchases of investments held as insurance collateral | |
| (100,862) | |
| (31,631) |
Sales and maturities of investments held as insurance collateral | |
| 92,452 | |
| 38,607 |
Other investing activities, net | |
| 15,712 | |
| (4,384) |
Net cash provided by (used in) investing activities | |
| (212,344) | |
| (171,755) |
Cash flows from financing activities: | | | | | | |
Payments on finance lease obligations | |
| (9,669) | |
| (11,123) |
Principal payments on long-term debt | |
| (988,650) | |
| (687,159) |
Payment of deferred financing costs | |
| — | |
| (6,188) |
Proceeds from issuance of long-term debt | |
| 114,591 | |
| 1,099,158 |
Issuance of common stock, net | |
| 446,905 | |
| — |
Repurchase of common stock | | | — | |
| (86) |
Issuance of warrants to purchase common stock | |
| 500,000 | |
| — |
(Redemption) issuance of redeemable preferred stock | |
| (549,402) | |
| (525,000) |
Cash taxes paid on net settled stock awards | |
| (25,348) | |
| (288) |
Other financing activities, net | |
| 90 | |
| 787 |
Net cash provided by (used in) financing activities | |
| (511,483) | |
| (129,899) |
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | |
| (1) | |
| — |
(Decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents | |
| (311,498) | |
| 61,516 |
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 $14.7 million and $8.9 million, respectively) | | $ | 312,731 | | $ | 430,418 |
| | | | | | |
Supplemental disclosure of cash flow information | | | | | | |
Equipment (primarily aircraft) additions financed with the issuance of debt | | $ | 70,895 | | $ | 24,622 |
Cash paid (received) during the period for: | | | | | | |
Interest | | $ | 293,674 | | $ | 307,763 |
Income taxes, net of refunds received | | $ | 43,687 | | $ | 129,546 |
9
GMR Solutions Inc. and Subsidiaries
Reconciliation of EBITDA and Adjusted EBITDA
For the three and nine months ended September 30, 2026 and 2025
(Amounts in thousands, unaudited)
The following table reconciles net income to EBITDA and Adjusted EBITDA:
| | Three Months Ended | | |
| | Nine Months Ended | | |
| ||||||||
| | September 30, | | 2026 v. | | | September 30, | | 2026 v. | | ||||||||
| | 2026 | | 2025 | | 2025 Change |
| | 2026 | | 2025 | | 2025 Change |
| ||||
Net income (loss) | | $ | 135,555 | | $ | 74,599 | | 81.7 | % | | $ | 213,613 | | $ | 193,384 | | 10.5 | % |
Interest expense, net | |
| 68,062 | |
| 107,205 |
| (36.5) | % | |
| 228,084 | |
| 329,406 |
| (30.8) | % |
Income tax provision (benefit) | |
| 58,906 | |
| 29,886 |
| 97.1 | % | |
| 104,081 | |
| 100,786 |
| 3.3 | % |
Depreciation and amortization | |
| 78,531 | |
| 73,366 |
| 7.0 | % | |
| 230,854 | |
| 221,000 |
| 4.5 | % |
EBITDA | | $ | 341,054 | | $ | 285,056 |
| 19.6 | % | | $ | 776,632 | | $ | 844,576 |
| (8.0) | % |
Management fees(1) | |
| — | |
| 2,705 |
| nm | | |
| 4,721 | |
| 8,116 |
| (41.8) | % |
Stock-based compensation(2) | |
| 1,551 | |
| 5,762 |
| (73.1) | % | |
| 134,062 | |
| 11,353 |
| 1,080.9 | % |
Professional fees and other expenses for non-recurring matters(3) | |
| 11,481 | |
| 4,492 |
| 155.6 | % | |
| 34,627 | |
| 11,867 |
| 191.8 | % |
Debt refinancing fees paid to (received from) third parties(4) | |
| 3,362 | |
| 39,098 |
| (91.4) | % | |
| 3,921 | |
| 39,470 |
| (90.1) | % |
Impairment of assets held for sale and other investments(5) | |
| — | |
| — |
| nm | | |
| — | |
| 14,100 |
| nm | |
Loss on debt extinguishment(6) | |
| — | |
| 5,745 |
| nm | | |
| — | |
| 5,745 |
| nm | |
(Gain) loss on divestiture of businesses(7) | |
| — | |
| — |
| nm | | |
| — | |
| 3,837 |
| nm | |
Realized and unrealized (gain) loss, net(8) | |
| 381 | |
| (513) |
| (174.3) | % | |
| (5,647) | |
| 6,489 |
| (187.0) | % |
Equity method investment (income) loss(9) | |
| (1,272) | |
| (226) |
| 462.8 | % | |
| (2,171) | |
| (2,800) |
| (22.5) | % |
Adjusted EBITDA | | $ | 356,557 | | $ | 342,119 |
| 4.2 | % | | $ | 946,145 | | $ | 942,753 |
| 0.4 | % |
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, including the associated employment taxes, 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 September 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 |
| Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
(in thousands) | | 2026 | | 2025 |
| 2026 | | 2025 | ||||
| | | | | | | | | | | | |
Acquisition and divestiture fees paid to (received from) third parties(i) | | $ | 325 | | $ | 963 | | $ | 2,186 | | $ | 4,167 |
Executive management severance fees(ii) |
| | 219 |
| | — | | | 1,545 |
| | 717 |
Legal settlements and government affairs(iii) |
| | — |
| | 41 | | | 1,507 |
| | (853) |
Initial public offering related fees paid to third parties(iv) | | | 8,299 |
| | — | | | 21,015 |
| | — |
Other(v) |
| | 2,638 |
| | 3,488 | | | 8,374 |
| | 7,836 |
Total professional fees and other expenses for non-recurring matters | | $ | 11,481 | | $ | 4,492 | | $ | 34,627 | | $ | 11,867 |
| (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 |
10
| 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 three and nine months ended September 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 and related to 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 and repriced during fiscal year 2026, 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 nine months ended September 30, 2025. There was no impairment on assets held for sale or strategic cost investments for the three and nine months ended September 30, 2026. |
| (6) | There was a loss on extinguishment of debt of $5.7 million for the three and nine months ended September 30, 2025 to record the total unamortized deferred financing costs and debt discount related to the 9.50% Senior Secured PIK Notes due 2028 refinancing that was finalized in September 2025. |
| (7) | (Gain) loss on divestiture of businesses for the three and nine months ended September 30, 2025 was $3.8 million 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 nine months ended September 30, 2026. |
| (8) | Realized and unrealized (gain) loss, net represents changes in the fair value of equity securities for the three and nine months ended September 30, 2026 and 2025, respectively. Additionally, during the nine months ended September 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 nine months ended September 30, 2025. |
| (9) | 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. |
11
GMR Solutions Inc. and Subsidiaries
Reconciliation of Weighted-Average Common Shares Outstanding Used in Diluted EPS and Adjusted Diluted EPS
(Unaudited)
| | Three Months Ended |
| Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 |
| 2026 | | 2025 | ||||
| | | | | | | | | | | | |
Basic weighted-average common shares outstanding(1) | | | 80,102,050 | | | 45,553,968 | | | 62,997,926 | | | 45,553,313 |
Dilutive impact of stock awards |
| | 16,892,140 | | | 3,108,805 | | | 14,814,174 | | | 3,397,593 |
Dilutive impact of warrants |
| | 145,382,272 | | | 99,668,174 | | | 122,525,333 | | | 99,668,098 |
Diluted weighted-average common shares outstanding (GAAP) | | | 242,376,462 | | | 148,330,947 | | | 200,337,433 | | | 148,619,004 |
Stock awards and warrants excluded from GAAP diluted shares as antidilutive:(2) | | | | | | | | | | | | |
Stock awards | | | — | | | — | | | — | | | — |
Warrants | | | — | | | — | | | — | | | — |
Total incremental shares |
| | — | | | — | | | — | | | — |
Adjusted diluted weighted-average common shares outstanding | | | 242,376,462 | | | 148,330,947 | | | 200,337,433 | | | 148,619,004 |
Reconciliation of Diluted Net Income (Loss) Available to Common Stockholders per Share to Adjusted Diluted EPS
(Unaudited)
| | Three Months Ended |
| Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 |
| 2026 | | 2025 | ||||
| | | | | | | | | | | | |
Diluted net income (loss) available to common stockholders per share (GAAP) | | $ | 0.56 | | $ | 0.07 | | $ | 0.31 | | $ | 0.32 |
Undeclared dividends on redeemable preferred stock(3) |
| | — | | | 0.27 | | | 0.16 | | | 0.81 |
Loss on redemption of redeemable preferred stock(3) |
| | — | | | 0.16 | | | 0.59 | | | 0.16 |
Management fees(4) | | | — | | | 0.02 | | | 0.02 | | | 0.05 |
Stock-based compensation(4) | | | 0.01 | | | 0.04 | | | 0.67 | | | 0.08 |
Professional fees and other expenses for non-recurring matters(4) | | | 0.05 | | | 0.03 | | | 0.17 | | | 0.08 |
Debt refinancing fees paid to (received from) third parties(4) | | | 0.01 | | | 0.26 | | | 0.02 | | | 0.27 |
Loss on debt extinguishment(4) | | | — | | | 0.04 | | | — | | | 0.04 |
(Gain) loss on divestiture of businesses(4) | | | — | | | — | | | — | | | 0.03 |
Realized and unrealized (gain) loss, net(4) | | | — | | | — | | | (0.03) | | | 0.04 |
Equity method investment (income) loss(4) | | | (0.01) | | | — | | | (0.01) | | | (0.02) |
Income tax benefit (expense) on adjustments, net(5) | | | 0.01 | | | (0.07) | | | (0.10) | | | (0.13) |
Effect of including shares excluded from GAAP diluted EPS as antidilutive(6) |
| | — | | | — | | | — | | | — |
Adjusted Diluted EPS(7) | | $ | 0.64 | | $ | 0.82 | | $ | 1.81 | | $ | 1.74 |
| (1) | Basic weighted-average common shares outstanding for all periods presented include 23.7 million warrants to purchase common stock for little to no consideration. |
| (2) | Represents stock awards and warrants excluded from diluted weighted-average common shares outstanding under GAAP due to a net loss position, but do not include stock awards or warrants that are out of the money and whose inclusion would be antidilutive. Incremental shares from stock awards and warrants are calculated using the treasury stock method, consistent with the GAAP calculation. For the three months ended September 30, 2026 and 2025, approximately 5.2 million and less than 0.1 million shares issuable on the exercise of stock awards, respectively, were excluded from both the GAAP calculation and Adjusted Diluted EPS, because the effect of their inclusion would have been anti-dilutive. For the nine months ended September 30, 2026 and 2025, |
12
| approximately 2.7 million and 0.3 million shares issuable on the exercise of stock awards, respectively, were excluded from both the GAAP calculation and Adjusted Diluted EPS, because the effect of their inclusion would have been anti-dilutive. |
| (3) | Represents undeclared cumulative dividends on, and the loss on redemption of, our Series B redeemable preferred stock. The Series B redeemable preferred stock was issued prior to the IPO and all outstanding shares were redeemed in connection with the IPO. Because no preferred stock remains outstanding, these charges will not recur and net income (loss) is now fully attributable to common stockholders. Accordingly, these amounts are excluded from Adjusted Diluted EPS so that each period presented reflects our current capital structure. Undeclared dividends were zero and $40.3 million for the three months ended September 30, 2026 and 2025, respectively, and $32.7 million and $120.8 million for the nine months ended September 30, 2026 and 2025, respectively. The loss on redemption of redeemable preferred stock was zero and $24.4 million for the three months ended September 30, 2026 and 2025, respectively. The loss on redemption of redeemable preferred stock was $118.5 million and $24.4 million for the nine months ended September 30, 2026 and 2025, respectively. |
| (4) | These adjustments reflect the per share impact of the adjustment reflected within the definition of Adjusted EBITDA above. |
| (5) | The income tax impact of the adjustments are calculated using a with-and-without approach based on net income before income taxes. |
| (6) | Represents the difference between net income (loss) available to common stockholders divided by adjusted diluted weighted-average common shares outstanding and diluted net income (loss) available to common stockholders per share under GAAP. |
| (7) | Per-share amounts are calculated independently and may not sum due to rounding. |
13