GMR Solutions Inc 10-Q for FY2026 Q1

GMR Solutions Inc. (GMRS)

10-Q 2026-06-02 For: 2026-03-31

Added on June 03, 2026

About this 10-Q

GMR Solutions Inc filed this 10-Q on June 2, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.46B; up 6.6% from $1.37B a year earlier
Net income: $106.34M; up 179.7% from net income of $38.02M a year earlier
Diluted EPS: $0.28; compared with -$0.03 a year earlier

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Delaware		47-3615769
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4400 Hwy 121, Suite 700 Lewisville, TX (Address of principal executive offices)		75056 (Zip Code)

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


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☐

	Page

Part I – FINANCIAL INFORMATION	2

Item 1. Financial Statements	2
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Operations	3
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity	4
Condensed Consolidated Statements of Cash Flows	5
Notes to the Unaudited Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	36
Item 4. Controls and Procedures	36

Part II – OTHER INFORMATION	37

Item 1. Legal Proceedings	37
Item 1A. Risk Factors	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3. Defaults Upon Senior Securities	38
Item 4. Mine Safety Disclosures	38
Item 5. Other Information	38
Item 6. Exhibits	40

SIGNATURES	42


	March 31,			December 31,
	2026			2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	426,092		$	609,349
Insurance collateral		74,396			78,608
Accounts receivable, net		1,159,661			1,094,814
Spare parts, medical supplies and fuel		123,772			115,725
Prepaid expenses		75,808			105,014
Other current assets		135,098			128,571
Total current assets		1,994,827			2,132,081
Property and equipment, net of accumulated depreciation of $1,269,762 and $1,223,603 at March 31, 2026 and December 2025, respectively		1,364,127			1,361,278
Operating right-of-use assets		207,786			203,258
Finance right-of-use assets		88,730			85,030
Intangible assets, net		1,188,075			1,204,237
Goodwill		2,180,581			2,180,581
Other assets		316,509			315,580
Total assets	$	7,340,635		$	7,482,045
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		65,822			60,047
Accrued wages, benefits and taxes		264,812			339,710
Accrued interest		91,504			75,655
Other accrued liabilities		423,468			363,160
Current portion of lease obligations		80,562			78,717
Current portion of long-term debt		141,809			147,140
Total current liabilities		1,067,977			1,064,429
Operating lease obligations		174,179			171,880
Finance lease obligations		79,314			74,943
Long-term debt		4,894,435			4,898,769
Deferred income taxes		208,947			209,067
Insurance reserves		310,619			312,069
Other long-term liabilities		100,026			101,593
Total liabilities		6,835,497			6,832,750
Commitments and contingencies
Mezzanine equity:
Redeemable preferred stock		292,469			445,140
Total mezzanine equity		292,469			445,140
Stockholders' equity:
Common stock, $0.0001 par value, 200,000,000 shares authorized and 22,096,835 and 22,096,835 shares issued and outstanding, respectively		2			2
Additional paid-in capital		359,052			456,466
Retained earnings (deficit)		(153,156)			(259,492)
Accumulated other comprehensive income (loss)		6,771			7,179
Total stockholders' equity (deficit)		212,669			204,155
Total liabilities, mezzanine equity and stockholders' equity	$	7,340,635		$	7,482,045


	Three Months Ended March 31,
	2026		2025
Net revenue	$	1,457,576	$	1,367,407
Operating expenses:
Employee wages, benefits and taxes		770,006		734,758
Maintenance, fuel and other direct expenses		118,620		111,811
Insurance expense		42,979		33,652
Other operating expenses		228,094		215,806
Depreciation and amortization		75,367		75,127
Impairment of assets held for sale and other investments		—		14,100
Acquisition, integration and other charges		3,612		4,301
Total operating expenses		1,238,678		1,189,555
Operating income		218,898		177,852
Interest expense, net		83,174		113,685
Equity in (earnings) losses of unconsolidated affiliates		(463)		(2,302)
Other (income) loss, net		(6,344)		(922)
Net income (loss) before income taxes		142,531		67,391
Income tax (benefit) expense		36,195		29,367
Net income (loss)	$	106,336	$	38,024

Net income (loss) available to common stockholders per share:
Basic	$	0.92	$	(0.03)
Diluted	$	0.28	$	(0.03)

Weighted-average common shares outstanding:
Basic		45,836,749		45,551,279
Diluted		149,275,141		45,551,279

Comprehensive income (loss):
Net income (loss)		106,336		38,024
Other comprehensive income (loss)
Unrealized holding gains (losses) on investments		(524)		468
Deferred income tax benefit (expense), net		116		(104)
Total other comprehensive income (loss), net of income tax		(408)		364
Comprehensive income (loss)	$	105,928	$	38,388


												Accumulated						Redeemable
						Additional						Other				Total		Preferred
	Common Stock					Paid-in			Retained			Comprehensive			Stockholders'			Stock
	Shares		Amount			Capital			Earnings			Income (Loss)			Equity			Shares		Amount
Balance at December 31, 2024	21,675,837		$	2		$	648,761		$	(465,719)		$	4,951		$	187,995		962,632		$	777,388
Stock-based compensation expense	—			—			520			—			—			520		—			—
Issuance of shares under stock award plan, net of shares withheld for cash taxes paid	148,750			—			498			—			—			498		—			—
Net income (loss)	—			—			—			38,024			—			38,024		—			—
Other comprehensive income (loss), net of tax benefit (expense) of ($0.1) million	—			—			—			—			364			364		—			—
Balance at March 31, 2025	21,824,587		$	2		$	649,779		$	(427,695)		$	5,315		$	227,401		962,632		$	777,388

Balance at December 31, 2025	22,096,835		$	2		$	456,466		$	(259,492)		$	7,179		$	204,155		551,212		$	445,140
Redemption of redeemable preferred stock	—			—			(97,323)			—			—			(97,323)		(189,050)			(152,671)
Stock-based compensation expense	—			—			(91)			—			—			(91)		—			—
Net income (loss)	—			—			—			106,336			—			106,336		—			—
Other comprehensive income (loss), net of tax benefit (expense) of $0.1 million	—			—			—			—			(408)			(408)		—			—
Balance at March 31, 2026	22,096,835		$	2		$	359,052		$	(153,156)		$	6,771		$	212,669		362,162		$	292,469


		Three Months Ended March 31,
(in thousands, except share and per share amounts)		2026			2025
Net income (loss)		$	106,336		$	38,024
Undeclared dividends on redeemable preferred stock			(23,939)			(39,504)
Loss on redemption of redeemable preferred stock			(40,074)			—
Net income (loss) available to common stockholders			42,323			(1,480)

Weighted-average common shares outstanding:
Basic			45,836,749			45,551,279
Dilutive impact of stock awards outstanding			3,770,061			—
Dilutive impact of warrants to purchase common stock outstanding			99,668,331			—
Diluted			149,275,141			45,551,279

Net income (loss) available to common stockholders per share:
Basic		$	0.92		$	(0.03)
Diluted		$	0.28		$	(0.03)


		March 31, 2026		December 31, 2025
Operating Leases:
Operating right-of-use assets		$	207,786	$	203,258

Current portion of operating lease obligations		$	58,812	$	56,893
Operating lease obligations			174,179		171,880
Total operating lease liabilities		$	232,991	$	228,773

Finance Leases:
Finance right-of-use assets		$	172,126	$	164,826
Accumulated amortization			(83,396)		(79,796)
Finance right-of-use assets, net		$	88,730	$	85,030

Current portion of finance lease obligations		$	21,750	$	21,824
Finance lease obligations			79,314		74,943
Total finance lease liabilities		$	101,064	$	96,767

Weighted Average Remaining Lease Term (in years):
Operating leases			5.70		5.82
Finance leases			7.45		7.21

Weighted Average Discount Rate:
Operating leases			7.47%		7.68%
Finance leases			5.89%		5.94%


		Maturities of Lease Liabilities
Year Ending December 31,		Operating Leases			Finance Leases			Total
2026		$	57,342		$	22,535		$	79,877
2027			57,275			19,104			76,379
2028			44,933			22,374			67,307
2029			37,036			12,446			49,482
2030			26,125			14,968			41,093
Thereafter			64,316			35,717			100,033
Total lease payments		$	287,027		$	127,144		$	414,171
Less: Amount representing interest			(54,036)			(26,080)			(80,116)
Total			232,991			101,064			334,055
Less: Current lease obligation payments			(58,812)			(21,750)			(80,562)
Total long-term lease obligations		$	174,179		$	79,314		$	253,493


		Weighted Average
Amortizable Intangible Assets	Estimated Useful Life	Amortization Period
Membership lists	15 years	4.1
Customer relationships	10-20 years	11.9
Trade names	10 years	1.8
Non-compete and other	10-15 years	2.6


		March 31, 2026								December 31, 2025
		Gross						Net		Gross						Net
		carrying			Accumulated			carrying		carrying			Accumulated			carrying
		amount			amortization			amount		amount			amortization			amount
Amortizable intangible assets
Customer relationships		$	1,220,060		$	(618,865)		$	601,195	$	1,220,060		$	(604,508)		$	615,552
Membership lists			92,000			(67,006)			24,994		92,000			(65,473)			26,527
Trade names			73,318			(71,552)			1,766		73,318			(71,302)			2,016
Non-compete and other			7,197			(6,977)			220		7,197			(6,955)			242
Total amortizing intangible assets			1,392,575			(764,400)			628,175		1,392,575			(748,238)			644,337

Non-amortizable intangible assets
Trade names			540,300			—			540,300		540,300			—			540,300
Certificates of need			19,600			—			19,600		19,600			—			19,600
Total non-amortizing intangible assets			559,900			—			559,900		559,900			—			559,900

Total intangibles, net		$	1,952,475		$	(764,400)		$	1,188,075	$	1,952,475		$	(748,238)		$	1,204,237


		March 31, 2026
Description		Level 1			Level 2			Level 3			Total
Assets:
Available-for-sale securities		$	49,280		$	4,690		$	—		$	53,970
Marketable equity securities			11,660			—			—			11,660
Interest rate swap			—			6,121			—			6,121
Liabilities:
Contingent consideration			—			—			2,835			2,835
Cash-settled performance stock unit liability			—			—			50,000			50,000
Interest rate swap			—			191			—			191


	March 31, 2026		December 31, 2025
Available-for-sale securities:
U.S. Treasuries	$	9,860	$	2,778
Corporate and municipal bonds		39,420		43,769
Preferred or fixed rate cap securities		4,690		4,903
Total available-for-sale securities		53,970		51,450
Marketable equity securities		11,660		14,213
Cash deposits and other		8,766		12,945
Insurance Collateral	$	74,396	$	78,608


	March 31, 2026
	Cost Basis			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Description:
U.S. Treasuries	$	9,860		$	—		$	—		$	9,860
Corporate and municipal bonds		39,195			674			(449)			39,420
Preferred or fixed rate cap securities		5,620			—			(930)			4,690
Total available-for-sale securities		54,675			674			(1,379)			53,970
Marketable equity securities		10,372			1,817			(529)			11,660
Total securities	$	65,047		$	2,491		$	(1,908)		$	65,630


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income (loss)	$	106,336	$	38,024
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization		75,367		75,127
Amortization of deferred financing costs and debt discount		2,389		4,094
Paid-in-kind interest on long-term debt		—		7,757
Impairment of assets held for sale and other investments		—		14,100
(Gain) loss on divestiture of businesses		—		(1,422)
Stock-based compensation expense		(91)		520
Liability classified stock awards		—		2,085
Loss (gain) on disposal of property and equipment		1,076		4,105
Unrealized loss (gain) on marketable equity securities		1,227		1,235
Deferred income taxes		(4)		(1)
Other, net		(7,364)		(2,302)
Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable, net		(64,847)		(61,631)
Accounts payable		5,775		3,050
Accrued wages, benefits and taxes		(73,169)		(34,704)
Accrued interest		15,849		65,712
Accrued liabilities		54,375		47,643
Other assets and liabilities, net		11,824		25,951
Net cash provided by (used in) operating activities		128,743		189,343

Cash flows from investing activities:
Proceeds from divestiture of businesses		—		6,422
Proceeds from asset disposals related to sales and insurance recoveries		1,199		265
Purchases of property and equipment		(64,138)		(52,458)
Net change in investments held as insurance collateral		(660)		(734)
Purchases of marketable securities		(25,878)		(10,150)
Sales and maturities of marketable securities		24,819		12,852
Other investing activities, net		13,200		(4,613)
Net cash provided by (used in) investing activities		(51,458)		(48,416)

Cash flows from financing activities:
Payments on finance lease obligations		(3,016)		(3,493)
Principal payments on long-term debt		(39,491)		(36,084)
Proceeds from issuance of long-term debt		27,681		10,000


		Three Months Ended March 31,
		2026			2025
Medicare		$	348,471		$	343,886
Medicaid			123,966			115,755
Commercial insurance and managed care (excluding Medicare and Medicaid managed care)			824,416			749,768
Other third-party payors			96,749			87,208
Self-pay			23,324			29,626
Net transport revenue			1,416,926			1,326,243
Complementary Revenue			40,650			41,164
Net revenue		$	1,457,576		$	1,367,407


	March 31, 2026									December 31, 2025
	Other Accrued			Insurance			Total			Other Accrued			Insurance			Total
	Liabilities			Reserves			Liability			Liabilities			Reserves			Liability
Automobile	$	36,497		$	78,785		$	115,282		$	36,122		$	79,196		$	115,318
Workers' compensation		40,821			104,721			145,542			39,111			99,205			138,316
General/ Professional Liability		45,856			127,113			172,969			37,373			133,668			171,041
	$	123,174		$	310,619		$	433,793		$	112,606		$	312,069		$	424,675


	March 31,			December 31,
	2026			2025
Balance, beginning of period	$	424,675		$	347,805
Expense for current period reserves		(3,892)			29,540
Unfavorable (favorable) changes to prior reserves		10,764			31,528
Change in losses covered by commercial insurance programs		11,375			44,236
Payments for claims		(9,129)			(28,434)
Balance, end of period	$	433,793		$	424,675


		For the Three Months Ended							For the Three Months Ended
		March 31, 2026							March 31, 2025
		Before Tax Amount		Tax Benefit (Expense)		Net of Tax Amount			Before Tax Amount		Tax Benefit (Expense)		Net of Tax Amount
Unrealized holding gains (losses) on investments		$	(524)	$	116	$	(408)		$	468	$	(104)	$	364
Other comprehensive income (loss)		$	(524)	$	116	$	(408)		$	468	$	(104)	$	364


Accumulated Other Comprehensive Income (Loss)	Unrealized holding gains (losses) on investments		Defined benefit pension plan net gains (loss)		Total
Balance at December 31, 2024	$	(1,199)	$	6,150	$	4,951
Other comprehensive income (loss) before reclassification		(441)		—		(441)
Amounts reclassified from accumulated other comprehensive income (loss)		805		—		805
Balance at March 31, 2025	$	(835)	$	6,150	$	5,315

Balance at December 31, 2025	$	(129)	$	7,308	$	7,179
Other comprehensive income (loss) before reclassification		(1,106)		—		(1,106)
Amounts reclassified from accumulated other comprehensive income (loss)		698		—		698
Balance at March 31, 2026	$	(537)	$	7,308	$	6,771


		Three Months Ended
		March 31,
(in thousands, except percentages)		2026			2025
Income tax (benefit) expense		$	36,195		$	29,367
Effective tax rate			25.4%			43.6%


		Three Months Ended March 31,
(in thousands)		2026			2025
Acquisition and divestiture fees paid to (received from) third parties(i)			1,406			2,014
Executive management severance fees(ii)			1,202			782
Legal settlements and government affairs(iii)			1,007			854
Other(iv)			3,296			904
Total professional fees and other expenses for non-recurring matters		$	6,911		$	4,554


		Incorporation by Reference
Exhibit No.	Description of Exhibits	Form	Exhibit	Filing Date

3.1	Amended and Restated Certificate of Incorporation of GMR Solutions Inc.	8-K	3.1	May 18, 2026

3.2	Second Amended and Restated Bylaws of GMR Solutions Inc.	8-K	3.2	May 18, 2026

4.1	Form of 2026 Warrant to Purchase Shares of Class A Common Stock of the Registrant.	S-1/A	4.5	May 4, 2026

4.2	Form of 2026 Warrant to Purchase Shares of Class B Common Stock of the Registrant.	S-1/A	4.6	May 4, 2026

4.3	Amended and Restated Registration Rights Agreement, dated as of May 12, 2026, by and among GMR Solutions Inc. and each of the other persons from time to time party thereto.	8-K	4.1	May 18, 2026

10.1	Tax Receivable Agreement, dated as of May 14, 2026, by and among GMR Solutions Inc. and each of the other persons from time to time party thereto.	8-K	10.1	May 18, 2026

10.2	Amended and Restated Stockholders’ Agreement, dated as of May 12, 2026, by and among GMR Solutions Inc. and the stockholders party thereto.	8-K	10.2	May 18, 2026

10.3	Private Placement Investment Agreement, dated as of May 12, 2026, by and among GMR Solutions Inc., Pegasus Aggregator Holdco LLC, each of the Ares Investors party thereto and SIP V GMR Holdings II, L.P.	8-K	10.3	May 18, 2026

10.4	Exchange Agreement, dated as of May 12, 2026, by and between GMR Solutions Inc. and KKR Aggregator Holdco LLC.	8-K	10.4	May 18, 2026

10.5†	GMR Solutions Inc. 2026 Equity Incentive Plan.	S-8	4.4	May 13, 2026

10.6†	Form of Director Restricted Stock Unit Agreement under the 2026 Equity Incentive Plan.	S-1/A	10.22	May 4, 2026

10.7†	Form of Employee Restricted Stock Unit Agreement under the 2026 Equity Incentive Plan.	S-1/A	10.23	May 4, 2026

10.8†	Form of Option Agreement under the 2026 Equity Incentive Plan.	S-1/A	10.24	May 4, 2026

10.9†	GMR Solutions Inc. Non-Employee Director Deferral Plan	S-1/A	10.25	April 28, 2026

10.10†	GMR Solutions Inc. 2026 Employee Stock Purchase Plan.	S-8	4.5	May 13, 2026

10.11	Form of Indemnification Agreement	S-1/A	10.43	April 28, 2026

31.1*	Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.

101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104*	Cover page formatted as Inline XBRL and contained in Exhibit 101

Date: June 2, 2026	GMR Solutions Inc.

	/s/ Nicola (Nick) Loporcaro
	Name:	Nicola (Nick) Loporcaro
	Title:	Chairman of the Board of Directors and Chief Executive Officer (Authorized Signatory)

Date: June 2, 2026	/s/ Brian Tierney
	Name:	Brian Tierney
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer)


Date: June 2, 2026
	By:	/s/ Nicola (Nick) Loporcaro
		Nicola (Nick) Loporcaro
		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

June
Date: June 2, 2026
	By:	/s/ Brian Tierney
		Brian Tierney
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)