innv-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 10-Q

_______________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-40159

_______________________________________________________

InnovAge Holding Corp.

(Exact name of registrant as specified in its charter)

_______________________________________________________


Delaware			81-0710819
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)

8950 E. Lowry Boulevard Denver, CO (Address of Principal Executive Offices)			80230 (Zip Code)

(844) 803-8745

(Registrant’s telephone number, including area code)

_______________________________________________________

Securities registered pursuant to Section 12(b) of the Securities Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	INNV	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of October 31, 2025, there were 135,681,431 of the registrant’s common stock outstanding.

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TABLE OF CONTENTS


		Page

Part I	Financial Information

Item 1.	Financial Statements (Unaudited)	5

	Condensed Consolidated Balance Sheets as of September 3 0 , 2025 (Unaudited) and June 30, 2 025	5

	Condensed Consolidated Statements of Operations for the three months ended September 3 0 , 2025 and 2024 (Unaudited)	7

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended September 3 0 , 2025 and 2024 (Unaudited)	8

	Condensed Consolidated Statements of Cash Flows for the t hree months ended September 3 0 , 2025 and 2024 (Unaudited)	9

	Notes to Condensed Consolidated Financial Statements as of September 3 0 , 2025 (Unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	41

Part II	Other Information	42

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	43

Exhibit Index		43

Signatures		45

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InnovAge Holding Corp. and Subsidiaries

Quarterly Report on Form 10-Q

For the quarterly period ended September 30, 2025

Cautionary Note on Forward-Looking Statements

Throughout this Quarterly Report on Form 10-Q, we make “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Quarterly Report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include 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. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth opportunities or initiatives, strategies, the expected outcome or impact of pending or threatened litigation or the expected impact of government policies and the macroeconomic environment are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•the viability of our growth strategy, including our ability to find suitable geographies for new centers and obtain licenses to open such centers (including in Downey and Bakersfield, California), our ability to ramp up our de novo centers (including in Florida), and the outcome of our organizational and enterprise efficiency initiatives;

•our ability to identify, successfully complete and integrate acquisitions, joint ventures and strategic partnerships;

•our ability to attract new participants and retain existing participants to implement our growth strategy;

•the impact on our business from ongoing macroeconomic related challenges, including labor shortages, labor competition, inflation, tariffs and trade disputes, and the effects of a prolonged government shutdown;

•the results of periodic inspections, reviews, audits and investigations under the federal and state government programs, and our ability to sufficiently cure any deficiencies identified by the respective federal and state government programs;

•the adverse impact of legal proceedings, enforcement actions and litigation and disputes, including the current civil investigative demands initiated by federal and state agencies, as well as the litigation and other proceedings initiated by, or on behalf, of our stockholders;

•the risk that the cost of providing services will exceed our compensation under the Program of All Inclusive Care for the Elderly (“PACE”);

•our increased costs and expenditures and our inability to execute or realize the benefits of our clinical and operational value initiatives;

•the dependence of our revenues and operations upon a limited number of government payors, including the risk of sudden loss of any of our government contracts;

•the risk that our submissions to government payors may contain inaccurate or unsupportable information, including regarding risk adjustment scores of participants;

•the impact of state and federal efforts to reduce healthcare spending;

•the concentration of a significant percentage of our operations in the State of Colorado;

•our ability to compete in the healthcare industry;

•the difficulty to predict our future operating results, which could cause such results to fall below any guidance, targets or goals we provide;

•our dependence on our senior management team and other key employees;

•the impact of failures by our suppliers to meet our needs, or limitations on our ability to effectively access new technology or medical products;

•our ability to manage our operations effectively, execute our business plan, maintain effective levels of service and participant satisfaction and adequately address competitive challenges;

•the impact on our business of security breaches, loss of data or other disruptions, including disruptions in our disaster recovery systems, causing the compromise of sensitive information or preventing us from accessing critical information;

•our ability to accurately estimate incurred but not reported medical expense or the risk scores of our participants;

•the impact on our business of the termination of our leases, increases in rent or inability to renew or extend leases;

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•our ability to adhere to complex and changing government laws and regulations in the healthcare industry, including U.S. Healthcare reform, the regulation of the corporate practice of medicine and the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), and their implementing regulations (collectively, “HIPAA”), and other privacy laws and regulations in the healthcare industry;

•our status as a “controlled company”;

•the volatility of our stock price;

•our ability to comply with the continued listing requirements of Nasdaq; and

•other factors disclosed in the section entitled “Risk Factors” in our Annual Report for the year ended June 30, 2025 filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2025 ("2025 10-K"), and our subsequent filings with the SEC.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Unless otherwise specified or unless the context requires otherwise, all references in this Quarterly Report on Form 10-Q to “InnovAge,” “the Company,” “we,” “us,” and “our,” or similar references, refer to InnovAge Holding Corp. and our consolidated subsidiaries.

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PART I —FINANCIAL INFORMATION

Item 1. Financial Statements

INNOVAGE HOLDING CORP. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


	September 30, 2025		June 30, 2025
Assets
Current Assets
Cash and cash equivalents	$	67,146	$	64,129
Short-term investments	42,272		41,775
Restricted cash	11		11
Accounts receivable, net	23,174		36,373
Prepaid expenses	25,785		24,472
Income tax receivable	3,310		3,310
Assets held for sale	—		6,038
Total current assets	161,698		176,108
Noncurrent Assets
Property and equipment, net	166,276		168,044
Operating lease assets	25,841		26,901

Deposits and other	10,660		9,875
Goodwill	142,046		142,046
Other intangible assets, net	3,713		3,877
Total noncurrent assets	348,536		350,743
Total assets	$	510,234	$	526,851
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	50,798	$	76,750
Reported and estimated claims	58,603		58,971
Due to Medicaid and Medicare	16,291		14,382

Current portion of long-term debt	3,004		2,250
Current portion of finance lease obligations	5,067		5,234
Current portion of operating lease obligations	4,726		4,682
Liabilities held for sale	—		2,538

Total current liabilities	138,489		164,807
Noncurrent Liabilities
Deferred tax liability, net	9,008		8,761
Finance lease obligations	6,306		7,535
Operating lease obligations	22,819		23,918
Other noncurrent liabilities	1,693		1,458
Long-term debt, net of debt issuance costs	56,153		57,464
Total liabilities	234,468		263,943
Commitments and Contingencies (See Note 9)
Redeemable Noncontrolling Interests (See Note 4)	25,937		25,010
Stockholders’ Equity
Common stock, $0.001 par value; 500,000,000 authorized as of September 30, 2025 and June 30, 2025; 137,144,410 issued and 135,681,431 outstanding as of September 30, 2025 and 136,903,271 issued and 135,440,292 outstanding as of June 30, 2025	137		137
Treasury stock at cost, 1,462,979 shares as of September 30, 2025 and June 30, 2025	(7,500)		(7,500)
Additional paid-in capital	345,367		343,378
Retained deficit	(93,028)		(101,047)
Total InnovAge Holding Corp.	244,976		234,968
Noncontrolling interests	4,853		2,930
Total stockholders’ equity	249,829		237,898
Total liabilities and stockholders’ equity	$	510,234	$	526,851

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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INNOVAGE HOLDING CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except number of shares and per share data)

(Unaudited)


	Three Months Ended September 30,
	2025		2024
Revenues
Capitation revenue	$	235,751	$	204,800
Other service revenue	354		342
Total revenues	236,105		205,142
Expenses
External provider costs	108,863		107,214
Cost of care, excluding depreciation and amortization	75,886		63,387
Sales and marketing	7,605		6,492
Corporate, general and administrative	30,273		27,535
Depreciation and amortization	5,085		5,410
Loss on assets held for sale	104		—
Total expenses	227,816		210,038
Operating Income (Loss)	8,289		(4,896)

Other Income (Expense)
Interest expense, net	(1,251)		(1,243)
Other income	878		833

Total other expense	(373)		(410)
Income (Loss) Before Income Taxes	7,916		(5,306)
Provision for Income Taxes	247		404
Net Income (Loss)	7,669		(5,710)
Less: net loss attributable to noncontrolling interests	(350)		(781)
Net Income (Loss) Attributable to InnovAge Holding Corp.	$	8,019	$	(4,929)

Weighted-average number of common shares outstanding - basic	135,592,487		135,769,835
Weighted-average number of common shares outstanding - diluted	136,760,874		135,769,835

Net income (loss) per share - basic	$	0.06	$	(0.04)
Net income (loss) per share - diluted	$	0.06	$	(0.04)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INNOVAGE HOLDING CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)


	For the Three Months Ended September 30, 2025
	Capital Stock			Additional Paid-in Capital		Retained Earnings (Deficit)		Treasury Stock			Noncontrolling Interests		Total Permanent Stockholders' Equity		Redeemable Noncontrolling Interests (Temporary Equity)		Net Income (Loss)
	Shares	Amount						Shares	Amount
Balances, June 30, 2025	135,440,292	$	137	$	343,378	$	(101,047)	1,462,979	$	(7,500)	$	2,930	$	237,898	$	25,010
Stock-based compensation	331,599	—		2,308		—		—	—		—		2,308		—
Tax withholding related to net share settlements of stock-based compensation awards	(90,460)	—		(319)		—		—	—		—		(319)		—

Contributions from joint venture	—	—		—		—		—	—		3,200		3,200		—
Net income (loss)	—	—		—		8,019		—	—		(1,277)		6,742		927		7,669
Balances, September 30, 2025	135,681,431	$	137	$	345,367	$	(93,028)	1,462,979	$	(7,500)	$	4,853	$	249,829	$	25,937

SEC Form 10-Q filed by InnovAge Holding Corp.