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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): November 8, 2022

INNOVAGE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-40159

81-0710819

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

8950 E. Lowry Boulevard
Denver, CO

80230

(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

Common Stock, $0.001 par value

INNV

The Nasdaq Stock Market LLC
(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  

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 8, 2022, InnovAge Holding Corp. issued a press release announcing financial results for the fiscal quarter ended September 30, 2022, 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

Press Release of InnovAge Holding Corp., dated November 8, 2022

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: November 8, 2022

By:

/s/ Barbara Gutierrez

 

Name:

Barbara Gutierrez

 

Title:

Chief Financial Officer


Exhibit 99.1

Home | InnovAge

INNOVAGE ANNOUNCES FINANCIAL RESULTS FOR THE
FISCAL FIRST QUARTER ENDED SEPTEMBER 30, 2022

DENVER, CO., November 8, 2022 - InnovAge Holding Corp. (the “Company” or “InnovAge”) (Nasdaq: INNV), a market leading healthcare delivery platform for high-cost, dual-eligible seniors, announced financial results for its fiscal first quarter ended September 30, 2022.

“We have continued to make solid progress this quarter on our regulatory and operational priorities and are now beginning to look forward to the time when we can serve more deserving seniors with the PACE model,” said Patrick Blair, President, and CEO of InnovAge.

Financial Results

Three Months Ended

September 30, 2022

September 30, 2021

in thousands, except percentages and per share amounts

Total revenues

$

171,218

$

173,070

Center-level Contribution Margin(1)

21,424

42,330

Net Income (Loss)

(13,699)

7,624

Net Income (Loss) margin

(8.0)

%

4.4

%

Net Income (Loss) Attributable to InnovAge Holding Corp.

(13,073)

7,686

Net income (Loss) per share - basic and diluted

$

(0.10)

$

0.06

Adjusted EBITDA(1)

$

(3,815)

$

18,212

Adjusted EBITDA margin(1)

(2.2)

%

10.5

%

Fiscal First Quarter 2023 Financial Performance

Total revenue of $171.2 million, decreased approximately 1.1% compared to $173.1 million in the first quarter of fiscal 2022
Center-level Contribution Margin(1) of $21.4 million, decreased 49.4% compared to $42.3 million in the first quarter of fiscal 2022
Center-level Contribution Margin(1) as a percent of revenue of 12.5%, decreased 12 percentage points compared to 24.5% in the first quarter of fiscal 2022
Net loss of $13.7 million, compared to net income of $7.6 million in the first quarter of fiscal 2022
Net loss margin of 8.0%, a decrease of 12.4 percentage points compared to a net income margin of 4.4% in the first quarter of fiscal year 2022
Net loss attributable to InnovAge Holding Corp. of $13.1 million, or a loss of $0.10 per share, compared to net income of $7.7 million, or $0.06 per share in the first quarter of fiscal 2022
Adjusted EBITDA(1) of negative $3.8 million, a decrease of $22.0 million compared to $18.2 million in the first quarter of fiscal year 2022

Adjusted EBITDA(1) margin of negative 2.2%, a decrease of 12.7 percentage points compared to 10.5% in the first quarter of fiscal 2022
Census of approximately 6,540 participants compared to 6,990 participants in the first quarter of fiscal year 2022
Ended the first quarter of fiscal year 2023 with $188.2 million in cash and cash equivalents and $84.8 million in debt on the balance sheet, representing debt under the Company’s senior secured term loan, convertible term loan and finance leases

(1) Management uses Center-level Contribution Margin as the measure for assessing performance of its segments. Center-level Contribution Margin is defined as total revenues less external provider costs and cost of care, excluding depreciation and amortization, which include all medical and pharmacy costs.  Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. 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.”

Conference Call

The Company will host a conference call this afternoon at 5:00 PM 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, dual-eligible seniors. Our mission is to enable seniors to age independently in their own homes for as long as possible. Our patient-centered care model is designed to improve the quality of care our participants receive, while reducing over-utilization of high-cost care settings. InnovAge believes its healthcare model is one in which all constituencies — participants, their families, providers and government payors— “win.” As of September 30, 2022, InnovAge served approximately 6,540 participants across 18 centers in five states. https://www.innovage.com/.

Investor Contact:

Ryan Kubota

rkubota@myinnovage.com

Media Contact:

Sarah Rasmussen, APR

srasmussen@myinnovage.com


Forward-Looking Statements - Safe Harbor

This press release may 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,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” 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 our expectations with respect to current audits, legal proceedings and government investigations and actions; relationships and discussions with regulatory agencies; our expectations with respect to correcting deficiencies raised in audits and other processes; our ability to effectively implement remediation measures, including creating operational excellence as a provider, expanding our payer capabilities and strengthening enterprise functions; our expectations to increase the number of participants we serve, to grow enrollment and capacity within existing centers, to build de novo centers, or execute acquisitions; quarterly or annual guidance; financial outlook, including future revenues and future earnings; reimbursement and regulatory developments; market developments; new products; integration activities; 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 regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. You should not place undue reliance on our forward-looking statements. 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. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) the results of periodic inspections, reviews, audits, investigations under the federal and state government programs, including sanctions currently in place on our centers in Colorado and in our Sacramento center in California; (ii) our ability to sufficiently cure any deficiencies identified by the respective federal and state government programs, in the states of California, Colorado and New Mexico; (iii) the adverse impact of inspections, reviews, audits, investigations, legal proceedings, enforcement actions and litigation, 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; (iv) the risk that the cost of providing services will exceed our compensation under PACE; (v) the dependence of our revenues upon a limited number of government payors, particularly Medicare and Medicaid; (vi) changes in the rules governing the Medicare, Medicaid or PACE programs; (vii) the risk that our submissions to government payors may contain inaccurate or unsupportable information regarding risk adjustment scores of participants, which could cause us to overstate or understate our revenue and subjecting us to payment obligations and penalties; (viii) viability of our business strategy and our ability to realize expected results; (ix) the impact on our business of non-renewal or termination of capitation agreements with government payors; (x) the impact of state and federal efforts to reduce healthcare spending; (xi) the impact on our business from an economic downturn; (xii) the effects of a pandemic, epidemic or outbreak of an infectious disease, including the ongoing effects of COVID-19; (xiii) our dependence on our senior management team and other key employees; (xiv) the effects of sustained inflation and increased costs of labor on our business; (xv) the impact of failures by our suppliers, sustained material price increases on supplies or limitations on our ability to access new technology or medical products; (xvi) the effect of our relatively limited operating history as a for-profit company on investors’ ability to evaluate our current business and future prospects; (xvii) our ability to enroll or attract new participants and grow our revenue, especially as a result of the sanctions currently in place on our centers in Colorado and in our Sacramento center in California and actions from other states; (xviii) the concentration of our presence in Colorado; (xix) our ability to establish a presence in new geographic markets, especially as a result of the actions taken by certain states and us in light of our ongoing audit processes; (xx) the impact on our business of security breaches, loss of data or other


disruptions causing the compromise of sensitive information or preventing us from accessing critical information; and (xxi) our existing indebtedness and access to capital markets. For a detailed discussion of the risks and uncertainties that could affect our actual results, please refer to the risk factors identified in our SEC reports, including, but not limited to our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q, in each case, as filed with the SEC.

Any forward-looking statement made by the Company in this press release is 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.

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 Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures. Adjusted EBITDA and Adjusted EBITDA margin 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) and net income (loss) margin, respectively, as determined by GAAP. We believe that Adjusted EBITDA and Adjusted EBITDA margin are appropriate measures of operating performance because the metrics eliminate the impact of revenue and expenses that do not relate to our ongoing business performance, allowing us to more effectively evaluate our core operating performance and trends from period to period. We believe that Adjusted EBITDA and Adjusted EBITDA margin 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 GAAP financial measures, including net income (loss) and net income (loss) margin. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA. Our use of the term Adjusted EBITDA varies from others in our industry. We define Adjusted EBITDA as net income (loss) adjusted for interest expense, depreciation and amortization, and provision for income tax as well as addbacks for non-recurring expenses or exceptional items, including charges relating to management equity compensation, class action litigation, M&A transaction and integration, business optimization and electronic medical record (EMR) implementation. Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of our total revenue less any exceptional, one time revenue items. For a full reconciliation of Adjusted EBITDA to the most closely comparable GAAP financial measure, please see the attachment to this earnings release.


Schedule 1

InnovAge

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands) (UNAUDITED)

    

September 30, 

    

June 30, 

2022

2022

Assets

Current Assets

 

  

 

  

Cash and cash equivalents

$

188,222

$

184,429

Restricted cash

 

17

 

17

Accounts receivable, net of allowance ($4,264 – September 30, 2022 and $3,403 – June 30, 2022)

 

37,517

 

35,907

Prepaid expenses

 

12,165

 

13,842

Income tax receivable

 

5,010

 

6,761

Total current assets

 

242,931

 

240,956

Noncurrent Assets

 

  

 

  

Property and equipment, net

 

181,086

 

176,260

Operating lease assets

22,995

Investments

 

5,493

 

5,493

Deposits and other

 

2,565

 

2,812

Goodwill

 

124,217

 

124,217

Other intangible assets, net

 

5,693

 

5,858

Total noncurrent assets

 

342,049

 

314,640

Total assets

$

584,980

$

555,596

Liabilities and Stockholders' Equity

 

  

 

  

Current Liabilities

 

  

 

  

Accounts payable and accrued expenses

$

50,858

$

50,562

Reported and estimated claims

 

35,974

 

38,454

Due to Medicaid and Medicare

10,633

9,130

Current portion of long-term debt

 

3,793

 

3,793

Current portion of finance lease obligations

 

3,376

 

3,368

Current portion of operating lease obligations

3,420

Deferred revenue

 

23,361

Total current liabilities

 

131,415

 

105,307

Noncurrent Liabilities

 

  

 

  

Deferred tax liability, net

 

14,290

 

17,761

Finance lease obligations

8,792

9,440

Operating lease obligations

 

20,725

 

Other noncurrent liabilities

 

1,135

 

1,134

Long-term debt, net of debt issuance costs

 

67,369

 

68,210

Total liabilities

 

243,726

 

201,852

Commitments and Contingencies

 

  

 

  

Redeemable Noncontrolling Interests

14,734

15,278

Stockholders’ Equity

 

  

 

  

Common stock, $0.001 par value; 500,000,000 authorized as of September 30, 2022 and June 30, 2022; 135,570,078 and 135,532,811 issued shares as of September 30, 2022 and June 30, 2022, respectively

 

136

 

136

Additional paid-in capital

 

328,708

 

327,499

Retained earnings (deficit)

 

(8,344)

 

4,729

Total InnovAge Holding Corp.

 

320,500

 

332,364

Noncontrolling interests

 

6,020

 

6,102

Total stockholders’ equity

 

326,520

 

338,466

Total liabilities and stockholders’ equity

$

584,980

$

555,596


Schedule 2

InnovAge

CONDENSED CONSOLIDATED STATEMENTS OF Operations

(IN THOUSANDS) (UNAUDITED)

Three Months Ended

September 30, 2022

September 30, 2021

Revenues

Capitation revenue

$

170,931

$

172,554

Other service revenue

 

287

 

516

Total revenues

 

171,218

 

173,070

Expenses

 

  

 

  

External provider costs

 

96,237

 

90,012

Cost of care, excluding depreciation and amortization

 

53,557

 

40,728

Center-level Contribution Margin

21,424

42,330

Sales and marketing

 

4,413

 

6,293

Corporate, general and administrative

 

30,181

 

21,084

Depreciation and amortization

 

3,433

 

3,293

Total expenses

 

187,821

 

161,410

Operating Income (Loss)

 

(16,603)

 

11,660

Other Income (Expense)

 

  

 

  

Interest expense, net

 

(603)

 

(547)

Other expense

 

37

 

(493)

Total other expense

 

(566)

 

(1,040)

Income (Loss) Before Income Taxes

 

(17,169)

 

10,620

Provision for Income Taxes

 

(3,470)

 

2,996

Net Income (Loss)

 

(13,699)

 

7,624

Less: net loss attributable to noncontrolling interests

 

(626)

 

(62)

Net Income (Loss) Attributable to InnovAge Holding Corp.

$

(13,073)

$

7,686

Weighted-average number of common shares outstanding - basic

 

135,566,117

 

135,516,513

Weighted-average number of common shares outstanding - diluted

 

135,566,117

 

135,516,513

Net income (loss) per share - basic

$

(0.10)

$

0.06

Net income (loss) per share - diluted

$

(0.10)

$

0.06


Schedule 3

InnovAge

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands) (UNAUDITED)

For the Three Months Ended September 30,

2022

2021

Operating Activities

Net income (loss)

$

(13,699)

$

7,624

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

 

  

 

  

(Gain) Loss on disposal of assets

 

(37)

 

493

Provision for uncollectible accounts

 

1,571

 

1,268

Depreciation and amortization

 

3,433

 

3,293

Noncash lease expense

761

Amortization of deferred financing costs

 

107

 

107

Stock-based compensation

 

1,209

 

958

Deferred income taxes

 

(3,470)

 

1,230

Changes in operating assets and liabilities, net of acquisitions

 

  

 

  

Accounts receivable, net

 

(3,180)

 

2,929

Prepaid expenses

 

1,678

 

(1,597)

Income tax receivable

 

1,750

 

1,766

Deposits and other

 

246

 

(309)

Accounts payable and accrued expenses

 

1,155

 

1,248

Reported and estimated claims

 

(2,480)

 

106

Due to Medicaid and Medicare

 

1,503

 

1,443

Operating lease liabilities

 

(781)

 

Deferred revenue

 

23,361

 

Net cash provided by operating activities

 

13,127

 

20,559

Investing Activities

 

  

 

  

Purchases of property and equipment

 

(7,666)

 

(3,042)

Purchase of cost method investment

 

 

(2,000)

Net cash used in investing activities

$

(7,666)

$

(5,042)

Financing Activities

 

Payments for finance lease obligations

 

(720)

 

(505)

Principal payments on long-term debt

 

(948)

 

(947)

Net cash used in financing activities

 

(1,668)

 

(1,452)

INCREASE IN CASH, CASH EQUIVALENTS & RESTRICTED CASH

 

3,793

 

14,065

CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD

 

184,446

 

203,700

CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD

$

188,239

$

217,765

Supplemental Cash Flows Information

 

  

 

  

Interest paid

$

700

$

573

Income taxes paid

$

13

$

Property and equipment included in accounts payable

$

2,446

$

272

Property and equipment purchased under finance leases

$

80

$

127


Schedule 4

InnovAge

RECONCILIATION OF GAAP AND NON-GAAP MEASURES

(In Thousands) (UNAUDITED)

Three Months Ended

September 30, 2022

September 30, 2021

Net income (loss)

$

(13,699)

$

7,624

Interest expense, net

 

603

 

547

Depreciation and amortization

 

3,433

 

3,293

Provision for income tax

 

(3,470)

 

2,996

Stock-based compensation

 

1,300

 

958

Class action litigation(a)

(46)

M&A and de novo development(b)

 

286

 

327

Business optimization(c)

 

7,188

 

2,117

EMR implementation(d)

 

590

 

350

Adjusted EBITDA

$

(3,815)

$

18,212

Net income (loss) margin

(8.0)

%

4.4

%

Adjusted EBITDA margin

(2.2)

%

10.5

%


(a)Reflects charges/(credits) related to litigation by stockholders.
(b)Reflects charges related to M&A transaction and integrations, and de novo center development.
(c)Reflects charges related to business optimization initiatives. Such charges related to one-time investments in projects designed to enhance our technology and compliance systems, improve and support the efficiency and effectiveness of our operations, and third party support to address efforts to remediate deficiencies in audits. For the three months ended September 30, 2022 this includes (i) $0.7 million related to consultants and contractors performing audit and other related services at sanctioned centers, (ii) $1.6 million of charges related to government investigations, and (iii) $4.3 million of costs associated with third party consultants as we implement our core provider initiatives, assess our risk-bearing payor capabilities, and strengthen our enterprise capabilities.
(d)Reflects non-recurring expenses relating to the implementation of a new electronic medical record vendor.