InnovAge Holding Corp. 10-Q

Item 5. Other Information Restatement of Prior Period Financial Statements ​ As discussed in Note 2, “Summary of Significant Accounting Policies”, to the Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q, subsequent to the issuance of the Company’s consolidated financial statements as of and for the year ended June 30, 2021, we identified an error in our consolidated balance sheet and statement of stockholders’ equity as of June 30, 2021 related to the presentation of redeemable noncontrolling interests. As a result of the IPO in March 2021, certain put options held by the noncontrolling interests were determined to be redeemable noncontrolling interests pursuant to Rule 5-02 of SEC Regulation S-X and the SEC guidance codified in ASC 480-10-S99. The Company incorrectly recorded redeemable noncontrolling interests of $17.0 million as permanent equity rather than temporary equity as of June 30, 2021. As a result, the Company will correct the June 30, 2021 consolidated financial statements that will be included in our Form 10-K for the year ended June 30, 2022 to reflect this reclassification from permanent to temporary equity and to record the related adjustment to redemption value as of June 30, 2021. Management has evaluated the materiality of this misstatement and concluded that it is not material to the prior period. The impact of the restatement on periods previously included in our Form 10-K for the year ended June 30, 2021 is presented below. ​ The effect of the restatement on the consolidated balance sheet as of June 30, 2021 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ Reported Adjustments As Restated Redeemable Noncontrolling Interests (See Note 4) — 16,986 16,986 Retained earnings 11,250 (587) 10,663 Total InnovAge Holding Corp. 335,146 (587) 334,559 Noncontrolling interests 22,819 (16,399) 6,420 Total stockholders’ equity 357,965 (16,986) 340,979 ​ 44 Table of Contents The effect of the restatement on the consolidated statement of stockholders’ equity as of June 30, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ Redeemable ​ ​ ​ ​ ​ ​ ​ ​ Permanent ​ Noncontrolling ​ ​ ​ ​ Retained ​ Noncontrolling ​ Stockholders’ ​ Interests ​ Net ​ Earnings Interests Equity (Temporary Equity) Income As Previously Reported ​ Consolidation of equity method investment — 16,838 16,838 — — Net income (loss) (43,986) (754) (44,740) — — Adjustment to redemption value — — — — — Balances, June 30, 2021 11,250 22,819 357,965 — — Adjustments ​ Consolidation of equity method investment — (16,838) (16,838) 16,838 — Net income (loss) — 439 439 (439) (44,740) Adjustment to redemption value (587) — (587) 587 — Balances, June 30, 2021 (587) (16,399) (16,986) 16,986 — As Restated ​ Consolidation of equity method investment — — — 16,838 — Net income (loss) (43,986) (315) (44,301) (439) (44,740) Adjustment to redemption value (587) — (587) 587 — Balances, June 30, 2021 10,663 6,420 340,979 16,986 — ​ ​ ​ 45 Table of Contents Item 6. Exhibits The following is a list of all exhibits filed or furnished as part of this report: EXHIBIT INDEX ​ ​ ​ ​ Exhibit No. Description ​ ​ ​ 3.1 ​ Second Amended and Restated Certificate of Incorporation of InnovAge Holding Corp., filed March 3, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2021). ​ ​ ​ 3.2 ​ Amended and Restated Bylaws of InnovAge Holding Corp., effective March 3, 2021 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2021). ​ ​ ​ 31.1 ​ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ 31.2 ​ Certification of Chief Financial Officer 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 ​ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ 104 ​ Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) ​ ​ ​ † The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. ​ ​ 46 Table of Contents 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, duly authorized. Date: November 9, 2021 ​ ​ ​ ​ ​ INNOVAGE HOLDING CORP. ​ ​ ​ ​ By: /s/ Barbara Gutierrez ​ Name: Barbara Gutierrez ​ Title: Chief Financial Officer ​ ​ ​ ​ ​ ​ 47