INNV 8-K
InnovAge Holding Corp. (INNV)
8-K
2026-09-08
For: 2026-09-08
View Original
Added on
September 08, 2026
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
Date of Report (Date of earliest event reported): September 8, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(844 ) 803-8745
(Registrant’s telephone number, including area code)
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(s) | Name of each exchange on which registered | ||||||
(Nasdaq Global Select Market) | ||||||||
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 o
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. o
Item 2.02. Results of Operations and Financial Condition.
On September 8, 2026, InnovAge Holding Corp. issued a press release announcing financial results for the fiscal fourth quarter and full year ended June 30, 2026, and related matters. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated in this Item 2.02 by reference.
The information in this Item 2.02, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INNOVAGE HOLDING CORP. | ||||||||
Date: September 8, 2026 | By: | /s/ Benjamin C. Adams | ||||||
Name: | Benjamin C. Adams | |||||||
Title: | Chief Financial Officer | |||||||
Exhibit 99.1
INNOVAGE ANNOUNCES FINANCIAL RESULTS FOR THE
FOURTH QUARTER AND FISCAL YEAR ENDED JUNE 30, 2026
DENVER, CO., September 8, 2026 - InnovAge Holding Corp. (“InnovAge” or the “Company”) (Nasdaq: INNV), an industry leader in providing comprehensive healthcare programs to frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE), today announced financial results for its fiscal fourth quarter and full year ended June 30, 2026.
“Fiscal 2026 was an exceptional year for InnovAge and reflects the significant progress we have made strengthening the company,” said Patrick Blair, Chief Executive Officer of InnovAge. “We enter Fiscal 2027 in a strong position, with a durable foundation to serve more seniors and to deliver high-quality care. We remain focused on disciplined execution and creating sustainable long-term value for all of our stakeholders.”
Financial Results
| Three Months Ended | Year Ended | ||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||
| in thousands, except percentages and per share amounts | |||||||||||||||||||||||
| Total revenues | $ | 261,951 | $ | 221,417 | $ | 989,707 | $ | 853,699 | |||||||||||||||
Income (Loss) Before Income Taxes | 9,667 | (4,202) | 266 | (34,027) | |||||||||||||||||||
| Net Income (Loss) | 9,783 | (5,009) | (683) | (35,343) | |||||||||||||||||||
| Net Income (Loss) margin | 3.7 | % | (2.3) | % | (0.1) | % | (4.1) | % | |||||||||||||||
| Net Income (Loss) Attributable to InnovAge Holding Corp. | $ | 8,287 | $ | (785) | $ | (2,537) | $ | (30,313) | |||||||||||||||
| Net Income (Loss) per share - basic and diluted | 0.06 | (0.01) | (0.02) | (0.22) | |||||||||||||||||||
Center-level Contribution Margin(1) | $ | 62,562 | $ | 41,287 | $ | 227,764 | $ | 153,639 | |||||||||||||||
Adjusted EBITDA(1) | 24,282 | 11,326 | 94,571 | 34,462 | |||||||||||||||||||
Adjusted EBITDA margin(1) | 9.3 | % | 5.1 | % | 9.6 | % | 4.0 | % | |||||||||||||||
Fiscal Year 2026 Financial Performance
•Total revenues of $989.7 million, increased approximately 15.9% compared to $853.7 million in 2025
•Income Before Income Taxes of $0.3 million, increased by 100.8% compared to a Loss Before Income Taxes of $34.0 million in 2025
•Income Before Income Taxes as a percent of revenue increased 4.0 percentage points compared to a Loss Before Income Tax as a percent of revenue of 4.0% in 2025
•Net loss of $0.7 million decreased 98%, compared to a net loss of $35.3 million in 2025
•Net loss margin of 0.1%, increased 4.1 percentage points compared to a net loss margin of 4.1% in 2025
•Net loss attributable to InnovAge Holding Corp. of $2.5 million, or loss of $0.02 per share, compared to a net loss of $30.3 million, or loss of $0.22 per share in 2025
•Center-level Contribution Margin(1) of $227.8 million, increased 48.3% compared to $153.6 million in 2025
•Center-level Contribution Margin(1) as a percent of revenue of 23.0%, increased 5.0 percentage points compared to 18.0% in 2025
•Adjusted EBITDA(1) of $94.6 million, an increase of $60.1 million compared to $34.5 million in 2025
•Adjusted EBITDA(1) margin of 9.6%, an increase of 5.5 percentage points compared to 4.0% in 2025
•Census of approximately 8,230 participants compared to 7,740 participants in 2025
•Member months of approximately 96,050 compared to 89,130 in 2025
(1) Center-level Contribution Margin, Center-level Contribution Margin as a percent of revenue, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. For more details and for a definition and reconciliation of these non-GAAP measures to the most closely comparable GAAP measures for the periods indicated, see “Note Regarding Use of Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Measures.”
Full Fiscal Year 2027 Financial Guidance
Based on information as of today, September 8, 2026, InnovAge is issuing the following financial guidance.
| Low | High | ||||||||||
| dollars in millions | |||||||||||
| Census | 8,625 | 8,850 | |||||||||
Total Member Months(1) | 101,000 | 102,500 | |||||||||
| Total revenues | $ | 1,050 | $ | 1,085 | |||||||
Adjusted EBITDA(2) | 105 | 115 | |||||||||
Expected results and estimates may be impacted by factors outside the Company’s control, and actual results may be materially different from this guidance. See “Forward-Looking Statements - Safe Harbor” included herein.
(1) We define Total Member Months as the total number of participants multiplied by the number of months within the respective reporting period in which each participant was enrolled in our program. Management believes this is a useful metric as it more precisely tracks the number of participants the Company serves throughout the year.
(2)Adjusted EBITDA is a non-GAAP measure. See “Note Regarding Use of Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Measures” for a definition of historical Adjusted EBITDA and a reconciliation to net income (loss), the most closely comparable GAAP measure. The Company is unable to provide guidance for net income (loss) or a reconciliation of the Company’s Adjusted EBITDA guidance because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. The Company’s inability to do so is due to the inherent difficulty in forecasting and quantifying certain amounts that
are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities and other one-time or exceptional items.
Conference Call
The Company will host a conference call this afternoon at 5:00 p.m. Eastern Time. A live audio webcast of the call will be available on the Company’s website, https://investor.innovage.com/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for a limited time. To access the call by phone, please go to this link (registration link), for dialing instructions and a unique access pin. We encourage participants to dial into the call fifteen minutes ahead of the scheduled start time.
About InnovAge
InnovAge is a market leader in managing the care of high-cost, frail, and predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE). With a mission of enabling older adults to age independently in their own homes for as long as safely possible, InnovAge’s patient-centered care model is designed to improve the quality of care its participants receive while reducing over-utilization of high-cost care settings. InnovAge believes its PACE healthcare model is one in which all constituencies — participants, their families, providers and government payors — “win.” As of June 30, 2026, InnovAge served approximately 8,230 participants across 20 centers in six states. https://www.innovage.com/.
Investor Contact:
Ryan Kubota
Media Contact:
Forward-Looking Statements - Safe Harbor
This press release and the related conference call contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts. Examples of forward-looking statements include, among others, statements we may make regarding quarterly or annual guidance; financial outlook, including future revenues and future earnings; the viability of our growth strategy including our ability or expectations to increase the number of participants we serve, build and/or open de novo centers, or to identify and execute acquisitions, joint ventures and strategic partnerships; the expected impact of government policies and the macroeconomic environment; reimbursement and regulatory developments, including potential reductions in PACE reimbursement rates; our ability to control costs, mitigate the effects of elevated expenses or reduced healthcare budgets, expand our payer capabilities, implement clinical value and operational value initiatives and strengthen enterprise functions; results of periodic inspections, reviews and audits, legal proceedings and government investigations and actions; relationships and discussions with regulatory agencies; market developments; and the effects of any of the foregoing on our future results of operations or financial conditions.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on currently available information and our current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control and may cause our actual results and financial condition to differ materially. Important factors that could cause our actual results and financial condition to differ materially include, among others, the following: (i) the viability of our growth strategy, including our ability to find suitable geographies for new centers and to attract new participant and retain existing participants in new and existing centers and our ability to obtain licenses to open such centers; (ii) our ability to identify, successfully complete and integrate acquisitions, joint ventures another strategic partnerships; (iii) the impact on our business from ongoing macroeconomic, geopolitical and industry-related challenges, including labor shortages, labor competition, high inflation, and supply chain disruptions, as a result of tariffs and trade disputes; (iv) the risk that the cost of providing services under our PACE contracts will exceed our compensation; (v) our increased costs and expenditures and our inability to execute or realize the benefits of our clinical and operational value initiatives; (vi) the dependence of our revenues upon a limited number of government payors which exposes us to the risk of government funding reductions, legislative changes and federal and state budgetary pressures; (vii) reductions in PACE reimbursement rates; (viii) the results of periodic inspections, reviews, audits and investigations under the federal and state government programs, including our ability to sufficiently cure any deficiencies identified; (ix) the adverse impact of legal proceedings, enforcement actions and litigation disputes, which are costly to defend; (x) the risk that our submissions to government payors may contain inaccurate or unsupportable information, including regarding risk adjustment scores of participants, subjecting us to repayment obligations or penalties; and (xi) our ability to adhere to complex and changing government laws and regulations in the healthcare industry.
Forward-looking statements are based only on information currently available to us and speaks only as of the date on which it is made. Except as required by law, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. We advise you to not place undue reliance on forward-looking statements and to review our risk factors and other disclosures included in the reports we file or furnish with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Note Regarding Use of Non-GAAP Financial Measures
In addition to reporting financial information in accordance with generally accepted accounting principles (“GAAP”), the Company is also reporting Center-level Contribution Margin, Center-level Contribution Margin as a percent of revenue, Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures. These non-GAAP measures are supplemental measures of operating performance monitored by management that are not defined under GAAP and that do not represent, and should not be considered as, an alternative to net income (loss) before income taxes, net income (loss) before income taxes margin, net income (loss) and net income (loss) margin, as applicable, as determined by GAAP. We believe that these non-GAAP measures are appropriate measures of operating performance because the metrics eliminate the impact of certain expenses that, in the case of Adjusted EBITDA, do not relate to our ongoing business performance, allowing us to more effectively evaluate our core operating performance and trends from period to period. Our definitions and calculations of non-GAAP measures may vary and not be comparable to similarly titled measures reported by other companies. We believe that these non-GAAP measures help investors and analysts in comparing our results across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, the analysis of other comparable GAAP financial measures.
The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its operating segments and allocating resources, predominantly in the annual budget and forecasting process. For the purpose of evaluating Center-level Contribution Margin on a center-by-center basis, we do not allocate our sales and marketing expense or corporate, general and administrative expenses across our centers. We
define Center-level Contribution Margin as total revenues less external provider costs and cost of care, excluding depreciation and amortization, which includes all medical and pharmacy costs.
We define Adjusted EBITDA as net income (loss) adjusted for interest expense, net, other investment income, depreciation and amortization, and provision (benefit) for income tax as well as addbacks for non-recurring expenses or exceptional items, including charges relating to management equity compensation, litigation costs and settlement, M&A diligence, transaction and integration, business optimization, loss on cost and equity method investments, asset impairments and loss on assets held for sale and gain (loss) on sale of assets. Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of our total revenue.
Schedule 1
InnovAge
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
| June 30, 2026 | June 30, 2025 | ||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 97,891 | $ | 64,129 | |||||||
| Short-term investments | 43,435 | 41,775 | |||||||||
| Restricted cash | 10 | 11 | |||||||||
| Accounts receivable | 42,390 | 36,373 | |||||||||
| Prepaid expenses and other | 27,311 | 24,472 | |||||||||
| Income tax receivable | 3,276 | 3,310 | |||||||||
| Assets held for sale | — | 6,038 | |||||||||
| Total current assets | 214,313 | 176,108 | |||||||||
| Noncurrent Assets | |||||||||||
| Property and equipment, net | 166,086 | 168,044 | |||||||||
| Operating lease assets | 21,412 | 26,901 | |||||||||
| Deposits and other | 10,318 | 9,875 | |||||||||
| Goodwill | 142,046 | 142,046 | |||||||||
| Other intangible assets, net | 3,218 | 3,877 | |||||||||
| Total noncurrent assets | 343,080 | 350,743 | |||||||||
| Total assets | $ | 557,393 | $ | 526,851 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable and accrued expenses | $ | 115,358 | $ | 76,750 | |||||||
| Reported and estimated claims | 56,864 | 58,971 | |||||||||
| Due to Medicaid and Medicare | 18,266 | 14,382 | |||||||||
| Current portion of long-term debt | 2,536 | 2,250 | |||||||||
| Current portion of finance lease obligations | 6,275 | 5,234 | |||||||||
| Current portion of operating lease obligations | 4,592 | 4,682 | |||||||||
| Liabilities held for sale | — | 2,538 | |||||||||
| Total current liabilities | 203,891 | 164,807 | |||||||||
| Noncurrent Liabilities | |||||||||||
| Deferred tax liability, net | 9,051 | 8,761 | |||||||||
| Finance lease obligations | 8,251 | 7,535 | |||||||||
| Operating lease obligations | 19,775 | 23,918 | |||||||||
| Other noncurrent liabilities | 2,128 | 1,458 | |||||||||
| Long-term debt, net of debt issuance costs | 45,521 | 57,464 | |||||||||
| Total liabilities | 288,617 | 263,943 | |||||||||
| Commitments and Contingencies (See Note 9) | |||||||||||
| Redeemable Noncontrolling Interest (See Note 4) | 30,013 | 25,010 | |||||||||
| Stockholders’ Equity | |||||||||||
Common stock, $0.001 par value; 500,000,000 authorized as of each of June 30, 2026 and 2025; 137,483,028 issued and 136,020,049 outstanding as of June 30, 2026 and 136,903,271 issued and 135,440,292 outstanding as of June 30, 2025. | 137 | 137 | |||||||||
Treasury stock at cost, 1,462,979 and 1,462,979 shares as of June 30, 2026 and June 30, 2025, respectively | (7,500) | (7,500) | |||||||||
| Additional paid-in capital | 348,724 | 343,378 | |||||||||
| Retained deficit | (105,758) | (101,047) | |||||||||
| Total InnovAge Holding Corp. | 235,603 | 234,968 | |||||||||
| Noncontrolling interests | 3,160 | 2,930 | |||||||||
| Total stockholders’ equity | 238,763 | 237,898 | |||||||||
| Total liabilities and stockholders’ equity | $ | 557,393 | $ | 526,851 | |||||||
Schedule 2
InnovAge
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE DATA)
| Three Months Ended | Year Ended | ||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Capitation revenue | $ | 261,511 | $ | 221,060 | $ | 988,384 | $ | 852,353 | |||||||||||||||
| Other service revenue | 440 | 357 | 1,323 | 1,346 | |||||||||||||||||||
| Total revenues | 261,951 | 221,417 | 989,707 | 853,699 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| External provider costs | 115,737 | 108,169 | 449,843 | 431,152 | |||||||||||||||||||
| Cost of care, excluding depreciation and amortization | 83,652 | 71,961 | 312,100 | 268,908 | |||||||||||||||||||
| Sales and marketing | 9,933 | 7,100 | 34,361 | 28,217 | |||||||||||||||||||
| Corporate, general and administrative | 33,077 | 27,823 | 166,489 | 122,058 | |||||||||||||||||||
| Depreciation and amortization | 6,356 | 3,394 | 21,142 | 19,510 | |||||||||||||||||||
| Impairments and loss on assets held for sale | 3,050 | 5,120 | 3,154 | 13,615 | |||||||||||||||||||
| Total expenses | 251,805 | 223,567 | 987,089 | 883,460 | |||||||||||||||||||
| Operating Income (Loss) | 10,146 | (2,150) | 2,618 | (29,761) | |||||||||||||||||||
| Other Income (Expense) | |||||||||||||||||||||||
| Interest expense, net | (772) | (893) | (4,258) | (4,612) | |||||||||||||||||||
| Loss on cost and equity method investments | — | (1,409) | — | (1,393) | |||||||||||||||||||
| Other income, net | 293 | 250 | 1,906 | 1,739 | |||||||||||||||||||
| Total other expense | (479) | (2,052) | (2,352) | (4,266) | |||||||||||||||||||
| Income (Loss) Before Income Taxes | 9,667 | (4,202) | 266 | (34,027) | |||||||||||||||||||
| Provision for Income Taxes | (116) | 807 | 949 | 1,316 | |||||||||||||||||||
| Net Income (Loss) | 9,783 | (5,009) | (683) | (35,343) | |||||||||||||||||||
| Less: net income (loss) attributable to noncontrolling interests | 1,496 | (4,224) | 1,854 | (5,030) | |||||||||||||||||||
| Net Income (Loss) Attributable to InnovAge Holding Corp. | $ | 8,287 | $ | (785) | $ | (2,537) | $ | (30,313) | |||||||||||||||
Weighted-average number of common shares outstanding - basic | 135,812,522 | 135,133,574 | 135,698,603 | 135,387,555 | |||||||||||||||||||
Weighted-average number of common shares outstanding - diluted | 137,157,943 | 135,133,574 | 135,698,603 | 135,387,555 | |||||||||||||||||||
| Net loss per share - basic | $ | 0.06 | $ | (0.01) | $ | (0.02) | $ | (0.22) | |||||||||||||||
| Net loss per share - diluted | $ | 0.06 | $ | (0.01) | $ | (0.02) | $ | (0.22) | |||||||||||||||
Schedule 3
InnovAge
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
| Year Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities | |||||||||||
| Net loss | $ | (683) | $ | (35,343) | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||||||||||
| (Gain) loss on disposal of assets | (418) | 508 | |||||||||
| Provision for uncollectible accounts | — | 524 | |||||||||
| Depreciation and amortization | 21,142 | 19,510 | |||||||||
| Operating lease rentals | 6,860 | 6,361 | |||||||||
| Loss (gain) on cost and equity method investments | — | 1,393 | |||||||||
| Impairments and loss on assets held for sale | 3,154 | 13,615 | |||||||||
| Amortization of deferred financing costs | 772 | 429 | |||||||||
| Stock-based compensation | 7,048 | 7,619 | |||||||||
| Deferred income taxes | 289 | 1,301 | |||||||||
| Other | 3,069 | 1,714 | |||||||||
| Changes in operating assets and liabilities, net of acquisitions | |||||||||||
| Accounts receivable | (6,018) | 11,210 | |||||||||
| Prepaid expenses and other | (2,832) | (4,041) | |||||||||
| Income tax receivable | 34 | 14 | |||||||||
| Deposits and other | (1,919) | (6,419) | |||||||||
| Accounts payable and accrued expenses | 38,446 | 20,431 | |||||||||
| Reported and estimated claims | (2,107) | 3,567 | |||||||||
| Due to Medicaid and Medicare | 3,883 | (814) | |||||||||
| Operating lease liabilities | (6,006) | (8,713) | |||||||||
| Net cash provided by operating activities | 64,714 | 32,866 | |||||||||
| Investing Activities | |||||||||||
| Purchases of property and equipment | (14,309) | (6,263) | |||||||||
| Purchases of short-term investments | (1,747) | (2,065) | |||||||||
| Proceeds from sale of short-term investments | — | 6,300 | |||||||||
| Proceeds from dissolution of equity method investments | — | 1,252 | |||||||||
| Acquisition of business | — | (4,774) | |||||||||
| Proceeds from sale of assets held for sale | 3,716 | — | |||||||||
| Net cash used in investing activities | (12,340) | (5,550) | |||||||||
| Financing Activities | |||||||||||
| Payments for finance lease obligations | (5,206) | (6,107) | |||||||||
| Proceeds from long-term debt | 60,082 | — | |||||||||
| Principal payments on long-term debt | (71,282) | (3,799) | |||||||||
| Payment of debt issuance costs | (1,989) | — | |||||||||
| Repurchase of equity securities | — | (7,321) | |||||||||
| Contributions from joint venture partner | 3,200 | — | |||||||||
| Distributions to joint venture partner | (1,634) | — | |||||||||
| Taxes paid related to net settlements of stock-based compensation awards | (1,702) | (1,855) | |||||||||
| Net cash used in financing activities | (18,531) | (19,082) | |||||||||
Net change in cash, cash equivalents and restricted cash including cash of $0.08 million reclassified to assets held for sale | 33,843 | 8,234 | |||||||||
| Less: change in cash and restricted cash reclassified to assets held for sale | (82) | (1,054) | |||||||||
| INCREASE IN CASH, CASH EQUIVALENTS & RESTRICTED CASH | 33,761 | 7,180 | |||||||||
| CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD | 64,140 | 56,960 | |||||||||
| CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD | $ | 97,901 | $ | 64,140 | |||||||
| Supplemental Cash Flows Information | |||||||||||
| Interest paid | $ | 4,206 | $ | 4,348 | |||||||
| Income taxes paid | $ | 627 | $ | 1 | |||||||
| Property and equipment included in accounts payable | $ | 1,257 | $ | 1,734 | |||||||
| Property and equipment purchased under capital leases | $ | 6,965 | $ | 1,533 | |||||||
Schedule 4
InnovAge
RECONCILIATION OF GAAP AND NON-GAAP MEASURES
(IN THOUSANDS) (UNAUDITED)
Adjusted EBITDA
| Three Months Ended | Year Ended | ||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||
| Net income (loss) | $ | 9,783 | $ | (5,009) | $ | (683) | $ | (35,343) | |||||||||||||||
| Interest expense, net | 772 | 893 | 4,258 | 4,612 | |||||||||||||||||||
Other investment income(a) | (146) | (497) | (1,422) | (2,247) | |||||||||||||||||||
| Depreciation and amortization | 6,356 | 3,394 | 21,142 | 19,510 | |||||||||||||||||||
| Provision for income tax | (116) | 807 | 949 | 1,316 | |||||||||||||||||||
| Stock-based compensation | 1,734 | 1,550 | 7,048 | 7,619 | |||||||||||||||||||
Litigation costs and settlements(b) | 2,849 | 1,626 | 56,966 | 19,367 | |||||||||||||||||||
M&A diligence, transaction and integration(c) | — | (222) | — | 1,360 | |||||||||||||||||||
Business optimization(d) | — | 2,195 | 3,540 | 3,040 | |||||||||||||||||||
Loss on cost and equity method investments(e) | — | 1,393 | — | 1,393 | |||||||||||||||||||
Asset impairments and loss on assets held for sale(f) | 3,050 | 4,976 | 3,154 | 13,615 | |||||||||||||||||||
(Gain) loss on sale of assets(g) | — | 220 | (381) | 220 | |||||||||||||||||||
| Adjusted EBITDA | $ | 24,282 | $ | 11,326 | $ | 94,571 | $ | 34,462 | |||||||||||||||
| Net income (loss) margin | 3.7 | % | (2.3) | % | (0.1) | % | (4.1) | % | |||||||||||||||
| Adjusted EBITDA margin | 9.3 | % | 5.1 | % | 9.6 | % | 4.0 | % | |||||||||||||||
(a)Reflects investment income related to short term investments included in our consolidated statements of operations.
(b)Reflects charges/(credits) related to litigation by stockholders, civil investigative demands, and settlement with our former pharmacy provider. Refer to Note 9, "Commitments and Contingencies" to our consolidated financial statements included in this Annual Report for more information regarding litigation by stockholders and civil investigative demands. Costs reflected consist of litigation costs considered one-time in nature and outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy. For the three months ended June 30, 2026, includes $2.4 million of accrued loss for potential resolutions. For the year ended June 30, 2026, includes an aggregate $52.4 million of accrued loss for potential resolutions or paid settlements. For the year ended June 30, 2025, includes $10.1 million that was accrued in connection with the settlement of the previously disclosed stockholder class action and which was paid in fiscal year 2026.
(c)Reflects charges related to M&A diligence, transactions and integrations.
(d)Reflects charges related to business optimization initiatives. Such charges related to one-time investments in projects designed to enhance our technology and compliance systems and improve and support the efficiency and effectiveness of our operations. For the three months ended June 30, 2025 this consists of $2.1 million of costs associated with third party consultants to implement core provider initiatives, assess our risk-bearing capabilities, and strengthen our enterprise capabilities. For the year ended June 30, 2026 this consists of $3.5 million of costs related to organizational restructure and executive severance. For the year ended June 30, 2025, this includes (i) $2.5 million of costs associated with organizational restructure and executive severance, and (ii) $0.5 million related to other non-recurring projects aimed at reducing costs and improving efficiencies.
(e)For both the three months ended June 30, 2025 and the year ended June 30, 2025, reflects $2.6 million impairment loss for the investment in DispatchHealth Holdings, Inc., partially offset by $1.3 million net benefit associated with the dissolution of the PWD partnership.
(f)For the three months ended June 30, 2026, includes impairment charges related to ROU asset and construction in progress related to a previously planned de novo center in Downey, California. For the three months ended June 30, 2025, includes (ii) loss on assets held for sale, and (iii) loss on settlement of lease liability in Louisville, Kentucky. For the year ended June 30, 2026, reflects (i) additional loss related to the Company’s sale of its managing member interest in SH1 and the adjacent land and (ii) impairment
charges related to ROU asset and construction in progress related to a previously planned de novo center in Downey, California. For the year ended June 30, 2025, reflects (i) impairment charges related to ROU asset and construction in progress related to halting developments related to the planned Louisville, Kentucky center, (ii) loss on assets held for sale, and (iii) loss on settlement of lease liability in Louisville, Kentucky.
(g)For the year ended June 30, 2026, reflects gain on sale of center equipment that was originally purchased for the center in Louisville, Kentucky. For both the three months ended June 30, 2025 and the year ended June 30, 2025, reflects loss on sale of center equipment that was originally purchased for the center in Louisville, Kentucky.
| Three Months Ended | |||||
| March 31, 2026 | |||||
| Net loss | $ | (29,940) | |||
| Interest expense, net | 988 | ||||
Other investment income(a) | (294) | ||||
| Depreciation and amortization | 4,824 | ||||
| Provision for income tax | 167 | ||||
| Stock-based compensation | 1,790 | ||||
Litigation costs and settlements(b) | 51,859 | ||||
Business optimization(c) | 1,101 | ||||
| Adjusted EBITDA | $ | 30,495 | |||
| Net loss margin | (11.9) | % | |||
| Adjusted EBITDA margin | 12.1 | % | |||
_______________________
(a)Reflects investment income related to short-term investments included in our consolidated statement of operations.
(b)Reflects charges/(credits) related to litigation by stockholders, civil investigative demands, and settlement with our former pharmacy provider. Refer to Note 9, "Commitments and Contingencies" to our condensed consolidated financial statements for more information regarding these proceedings. Costs reflected consist of litigation costs considered one-time in nature and outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy.
(c)Reflects charges related to business optimization initiatives. Such charges relate to one-time investments in projects designed to enhance our technology and compliance systems and improve and support the efficiency and effectiveness of our operations. For the three months ended March 31, 2026, this consists of costs related to organizational restructure.
Center-Level Contribution Margin
| Year Ended June 30, 2026 | Year Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
| in thousands | PACE | All other(1) | Totals | PACE | All other(1) | Totals | |||||||||||||||||||||||||||||
| Capitation revenue | $ | 988,384 | $ | — | $ | 988,384 | $ | 852,353 | $ | — | $ | 852,353 | |||||||||||||||||||||||
| Other service revenue | 1,066 | 257 | 1,323 | 356 | 990 | 1,346 | |||||||||||||||||||||||||||||
| Total revenues | 989,450 | 257 | 989,707 | 852,709 | 990 | 853,699 | |||||||||||||||||||||||||||||
| External provider costs | 449,843 | — | 449,843 | 431,152 | — | 431,152 | |||||||||||||||||||||||||||||
| Cost of care, excluding depreciation and amortization | 311,967 | 133 | 312,100 | 268,338 | 570 | 268,908 | |||||||||||||||||||||||||||||
| Center-Level Contribution Margin | 227,640 | 124 | 227,764 | 153,219 | 420 | 153,639 | |||||||||||||||||||||||||||||
| Sales and marketing | 34,361 | 28,217 | |||||||||||||||||||||||||||||||||
| Corporate, general and administrative | 166,489 | 122,058 | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | 21,142 | 19,510 | |||||||||||||||||||||||||||||||||
| Impairments and loss on assets held for sale | 3,154 | 13,615 | |||||||||||||||||||||||||||||||||
| Operating income (loss) | 2,618 | (29,761) | |||||||||||||||||||||||||||||||||
| Other expense | (2,352) | (4,266) | |||||||||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes | $ | 266 | $ | (34,027) | |||||||||||||||||||||||||||||||
| Loss Before Income Taxes as a % of revenue | — | % | (4.0) | % | |||||||||||||||||||||||||||||||
| Center- Level Contribution Margin as a % of revenue | 23.0 | % | 18.0 | % | |||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
| in thousands | PACE | All other(1) | Totals | PACE | All other(1) | Totals | |||||||||||||||||||||||||||||
| Capitation revenue | $ | 261,511 | $ | — | $ | 261,511 | $ | 221,060 | $ | — | $ | 221,060 | |||||||||||||||||||||||
| Other service revenue | 440 | — | 440 | 104 | 253 | 357 | |||||||||||||||||||||||||||||
| Total revenues | 261,951 | — | 261,951 | 221,164 | 253 | 221,417 | |||||||||||||||||||||||||||||
| External provider costs | 115,737 | — | 115,737 | 108,169 | — | 108,169 | |||||||||||||||||||||||||||||
| Cost of care, excluding depreciation and amortization | 83,652 | — | 83,652 | 71,816 | 145 | 71,961 | |||||||||||||||||||||||||||||
| Center-Level Contribution Margin | 62,562 | — | 62,562 | 41,179 | 108 | 41,287 | |||||||||||||||||||||||||||||
| Sales and marketing | 9,933 | 7,100 | |||||||||||||||||||||||||||||||||
| Corporate, general and administrative | 33,077 | 27,823 | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | 6,356 | 3,394 | |||||||||||||||||||||||||||||||||
| Impairments and loss on assets held for sale | 3,050 | 5,120 | |||||||||||||||||||||||||||||||||
| Operating income (loss) | 10,146 | (2,150) | |||||||||||||||||||||||||||||||||
| Other expense | (479) | (2,052) | |||||||||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes | $ | 9,667 | $ | (4,202) | |||||||||||||||||||||||||||||||
| Loss Before Income Taxes as a % of revenue | 3.7 | % | (1.9) | % | |||||||||||||||||||||||||||||||
| Center- Level Contribution Margin as a % of revenue | 23.9 | % | 18.6 | % | |||||||||||||||||||||||||||||||
Center-Level Contribution Margin
| Three Months Ended March 31, 2026 | |||||||||||||||||
| (In thousands) | PACE | All other(1) | Totals | ||||||||||||||
| Capitation revenue | $ | 251,502 | $ | — | $ | 251,502 | |||||||||||
| Other service revenue | 441 | — | 441 | ||||||||||||||
| Total revenues | 251,943 | — | 251,943 | ||||||||||||||
| External provider costs | 113,247 | — | 113,247 | ||||||||||||||
| Cost of care, excluding depreciation and amortization | 77,676 | — | 77,676 | ||||||||||||||
| Center-Level Contribution Margin | 61,020 | — | 61,020 | ||||||||||||||
| Sales and marketing | 8,744 | ||||||||||||||||
| Corporate, general and administrative | 76,531 | ||||||||||||||||
| Depreciation and amortization | 4,824 | ||||||||||||||||
| Impairments and loss on assets held for sale | — | ||||||||||||||||
| Operating Loss | (29,079) | ||||||||||||||||
| Other expense | (694) | ||||||||||||||||
| Loss Before Income Taxes | $ | (29,773) | |||||||||||||||
| Loss Before Income Taxes as a % of revenue | (11.8) | % | |||||||||||||||
| Center- Level Contribution Margin as a % of revenue | 24.2 | % | |||||||||||||||
_______________________
(1)Center-level Contribution Margin from a segment below the quantitative thresholds was attributable to the Senior Housing operating segment of the Company as of June 30, 2026. This segment never met any of the quantitative thresholds for determining reportable segments.