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InnovAge Holding Corp

For the period ended Jun 30, 2024. Filed Sep 10, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Sep 10, 2024

INNV$9.37+1.7%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

PART I1
Item 1.Business1
Item 1A.Risk Factors18
Item 1B.Unresolved Staff Comments46
Item 1C.Cybersecurity46
Item 2.Properties47
Item 3.Legal Proceedings47
Item 4.Mine Safety Disclosures48
PART II49
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities49
Item 6.Reserved49
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations50
Item 7A.Quantitative and Qualitative Disclosures About Market Risk66
Item 8.Financial Statements and Supplementary Data67
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure97
Item 9A.Controls and Procedures97
Item 9B.Other Information97
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections97
PART III98
Item 10.Directors, Executive Officers and Corporate Governance98
Item 11.Executive Compensation98
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters98
Item 13.Certain Relationships and Related Transactions, and Director Independence98
Item 14.Principal Accounting Fees and Services98
PART IV99
Item 15.Exhibits, Financial Statement Schedules101
Signatures

Cautionary Note About Forward-Looking Statements

Throughout this Annual Report on Form 10-K for the year ended June 30, 2024 (this “Annual Report”), 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 Annual Report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Annual Report 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 or the expected outcome or impact of pending or threatened litigation 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 obtain licenses to open our de novo centers in Downey and Bakersfield, California, and our ability to ramp up our de novo centers in Florida;

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

our ability to attract new participants and retain existing participants and grow our revenue throughout our new and existing centers;

the impact on our business from ongoing macroeconomic related challenges, including labor shortages, labor competition and inflation;

the results of periodic inspections, reviews, audits and investigations under the federal and state government programs, such as the audit of our Sacramento, California center and the targeted medical review of our San Bernardino, California center, and our ability to sufficiently cure any deficiencies identified by the respective federal and state government programs;

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;

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 in the future and our inability to execute or realize the benefits of our clinical value initiatives;

the dependence of our revenues and operations upon a limited number of government payors;

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

the impact on our business of renegotiation, non-renewal or termination of capitation agreements with government payors;

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

the concentration of our presence in Colorado;

our ability to compete in the healthcare industry, including as a result of new or growing market participants;

the difficulty to predict our future results, which could cause such results to fall below any guidance we provide;

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

the impact of failures by our suppliers, or limitations on our ability to 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;

our ability to establish a presence in new geographic markets;

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;

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;

the effects of a pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, as well as weather and other factors beyond our control;

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 impact of our share repurchase program;

the enhanced requirements of being a public company;

the impact on our business of disruptions in our disaster recovery systems or business continuity planning; and

other factors disclosed in the section entitled “Risk Factors” and elsewhere in this Annual Report.

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 Annual Report 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.

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