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Item 7. Management’s Discussion and Analysis

2024-09-10 compared with 2023-09-12 · 180 added, 159 removed, 350 unchanged (49% of the section changed)

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The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report.

The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management.

Our historical results are not necessarily indicative of the results that may occur in the future and actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and in the sections entitled “Risk Factors” and “Forward-Looking Statements” included in this Annual Report on Form 10-K.

InnovAge Holding Corp.

(“InnovAge”), formerly TCO Group Holdings, Inc., became a public company in March 2021.

(“InnovAge”) became a public company in March 2021.

The Company served approximately 7,020 PACE participants as of June 30, 2024, making it the largest PACE provider in the U.S.

based upon participants served, and operates 17 PACE centers across Colorado, California, New Mexico, Pennsylvania and Virginia.

During the year ended June 30, 2023, the Company consolidated its Germantown LIFE center with its Allegheny and Henry Avenue LIFE centers in Pennsylvania.

based upon participants served, and operates 20 PACE centers across Colorado, California, Florida, New Mexico, Pennsylvania and Virginia.

During the year ended June 30, 2024, the Company opened two de novo centers in Tampa and Orlando, Florida, and acquired two PACE centers in California from ConcertoCare, which include one operating center in the Crenshaw neighborhood of Los Angeles, and a second program that is a planned de novo in Bakersfield, California.

InnovAge’s programs are designed to allow frail seniors to live life on their terms by aging in place, in their own homes and communities, for as long as safely possible.

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Our participant-centered care delivery approach is designed to improve the quality of care our participants receive, while keeping them in their homes for as long as safely possible and reducing over-utilization of high-cost care settings such as hospitals and nursing homes.

Our participant-centered approach is led by our Interdisciplinary Care Teams (“IDTs”), who design, manage and coordinate each participant’s personalized care plan.

Our participant-centered approach is led by our Interdisciplinary Care Teams (“IDTs”), who oversee all aspects of each participant’s unique care plan and function as the core group of care providers to our participants.

We directly manage and are responsible for all healthcare needs and associated costs for our participants, including housing costs, where applicable.

We directly contract with government payors, such as Medicare and Medicaid, and do not rely on third-party administrative organizations or health plans.

We believe our model aligns with how healthcare is evolving, namely (i) the shift toward value-based care, in which coordinated, outcomes-driven, quality care is delivered while reducing unnecessary spend, (ii) eliminating excessive administrative costs by contracting directly with the government, (iii) focusing on the participant experience and (iv) addressing social determinants of health.

We believe our model aligns with how healthcare is evolving, namely (i) the shift toward value-based care, in which coordinated, outcomes-driven, quality care is delivered while reducing unnecessary spend, (ii) eliminating excessive administrative costs by contracting directly with the government, (iii) focusing on the patient experience and (iv) addressing social determinants of health.

Trends and Uncertainties Affecting the Company

Macroeconomic conditions.

During fiscal year 2024, the U.S.

and global economies experienced adverse macroeconomic effects in part resulting from the ongoing effects of the COVID-19 pandemic, as discussed in more detail below.

In fiscal year 2022 and 2023, in response to high levels of inflation, we implemented various mitigation strategies to reduce costs of operation, including consolidating services and price negotiations with providers and vendors.

While inflationary pressures eased significantly during the second half of fiscal year 2023, high inflation is expected to continue through the remainder of the calendar year.

continued to wrestle with inflation and the health industry continued to face increased wages due to labor shortages and increased competition among healthcare professionals.

In fiscal year 2023 and 2024, in response to high levels of inflation, we implemented various mitigation strategies to reduce costs of operation, including consolidating services, price negotiations with providers and vendors and limiting corporate staffing, and effecting a reduction in workforce in December 2022 and October 2023.

Inflationary pressures eased significantly during the second half of fiscal year 2024 and abated to normalized levels.

The effects of inflation, after accounting for these mitigation strategies, were immaterial to our financial results for fiscal year 2024.

Although we expect to continue mitigation efforts in fiscal year 2024, there can be no assurance that our strategies will be sufficient.

In fiscal year 2023, operating expenses increased $34.4 million, or 4.9%, compared to 2022 due to the increased cost of care and related cost per participant as a result of increased salaries, wages and benefits associated with increased headcount and higher wage rates resulting from inflation, third party audit and compliance support, and increased fleet and contract transportation due to an increase in average daily attendance, external appointments, and higher fuel costs.

In fiscal year 2023, we launched and conducted several initiatives intended to lower certain of our costs, including limiting corporate staffing, effecting a reduction in workforce in December 2022, and optimizing working capital.

We expect to continue to experience elevated operating expenses during fiscal year 2024 for similar reasons.

We continue to evaluate increased costs and methods to mitigate or offset such costs.

Impact of Macroeconomic Conditions and COVID-19

Increased cost of care .

In fiscal year 2024, operating expenses increased $49.6 million, or 6.7%, compared to 2023 due to (i) the increased cost of care and related cost per participant as a result of increased salaries, wages and benefits associated with increased headcount and higher wage rates and (ii) increased fleet and contract transportation due to an increase in external appointments related to growing census.

Additionally, external provider costs increased in the fiscal year 2024 compared to 2023 due to annual increases in assisted living and nursing facility unit cost and general medical inflation.

In an effort to mitigate the effects of these rising costs, in fiscal years 2023 and 2024, we implemented and continued certain clinical value initiatives designed to manage participant expenses and reduce low-value utilization of services and an infrastructure to ensure accurate reimbursement of services.

During fiscal year 2024, we continued to strengthen our payer capabilities and reduced external provider costs, which we believe to be a result of our maturing clinical value initiatives.

Additionally, in fiscal year 2024 we introduced operational value initiatives to complement our clinical value initiatives.

These initiatives are focused on identifying value-creation opportunities at the center operating level and the selling, general and administrative level to drive staff productivity, operating efficiency and vendor unit economics from better leveraging people, process and technology.

While we expect to continue to experience elevated operating expenses during fiscal year 2025 for similar reasons, we also expect that our clinical value initiatives will help offset increasing cost of care.

Census and capitation revenue.

On May 11, 2023 the President allowed the national emergency and public health emergency declarations related to the COVID-19 pandemic to expire.

The declarations had been in place since early 2020, and in addition to various Congress enacted legislation allowed the federal government flexibility to waive or modify certain requirements in a range of areas, including Medicare and Medicaid.

At this time, we do not believe material census attrition will occur as a result of the expiration of the public health emergency declarations and the resumption of Medicaid’s redetermination of beneficiary eligibility.

The frailty level of PACE participants coupled with the complexity of Medicaid services needed, results in a comprehensive financial qualifications review compared to the more traditional Medicaid-only population.

Throughout the public health emergency, the Company continued to complete annual Medicaid redeterminations.

This process enables the Company to monitor eligibility, assist with the redetermination process, address potential issues with eligibility in real time, and track future renewal dates.

While we do not believe that the expiration of these emergency declarations will have a material impact to our financial results, we continue to evaluate how the expiration of these emergency declarations may affect our business outlook.

During the COVID-19 pandemic, global logistics network challenges resulted in higher prices for medical supplies we require.

However, supply chain disruptions improved to almost pre-pandemic level during the course of fiscal year 2023.

As a result, prices for most medical supplies have normalized.

On May 11, 2023, President Biden allowed the national emergency and public health emergency declarations related to the COVID-19 pandemic to expire, which ended certain Medicaid waivers.

While states have resumed processing new Medicaid applications and redeterminations of beneficiary eligibility, the healthcare industry, including the Company, experienced increased delays in the processing of such applications.

As a result of such delays, the Company experienced an increase in gaps of eligibility with redetermination applications during fiscal year 2024, which is expected to continue through fiscal year 2025.

While participants continue to receive care and remain enrolled with the Company during this time, the effect of such delays temporarily halts Medicaid revenue related to any closed application and simultaneously increases our risk of revenue recovery.

In an effort to mitigate these risks, the Company utilizes State approved third-party eligibility partners to expedite applications, escalate delayed cases to State administrators, and pursue safe discharges for individuals who are truly ineligible.

There has not been a material effect on the Company’s financial statements or operations due to this situation.

The Company has experienced aging report accounts and financial losses being normalized to pre-public health emergency levels.

The Company expects to continue these mitigating measures during fiscal year 2025 and will continue to assess the situation as it evolves.

Labor market .

The COVID-19 pandemic and high inflation exacerbated difficulties to hire additional healthcare professionals, causing certain of our centers to be understaffed or staffed with personnel that required training.

Labor pressure mostly eased during fiscal year 2023;

however, the Company continues to be affected by the increased competition in the labor market and market adjustments to increase retention and improve our ability to hire.

These market adjustments contributed, in part, to an increase in cost of care for fiscal year 2023, further impacted by additional staffing related to compliance and remediation efforts.

These increases resulted in increased cost of care for fiscal year 2023 compared to fiscal year 2022 as discussed in “Results of Operations” below.

We continue to assess key roles and benchmarks to market while monitoring trends in the labor market.

The healthcare sector continues to experience a complex set of challenges in hiring additional professionals.

Specifically, the demand for healthcare services has been steadily increasing due to an aging population and a greater focus on health and wellness in society.

In addition, there are systemic challenges related to workforce training and the pipeline of qualified professionals, which have not kept pace with this growing demand.

Furthermore, high inflation experienced during fiscal year 2023, which continued through fiscal year 2024 increased the cost of living, and subsequently, wage pressure for healthcare professionals, with a shift towards an employee-centric market with an emphasis on competitive compensation, flexibility and professional growth opportunities, which contributed to an increasingly competitive labor market.

In an effort to mitigate the effects of these challenges, we adopted strategies to offer competitive compensation packages.

Partially as a result of increased competition and other market trends, in conjunction with increased staffing related to compliance and remediation efforts in our centers, there was an increase in the cost of care for the fiscal year 2024 compared to 2023, as discussed in "Results of Operations" below.

Additionally, on October 13, 2023, California passed into law California Senate Bill No.

525 ("SB 525"), which would raise the minimum wage for many California healthcare workers.

SB 525 becomes effective when certain financial metrics within the State of California are met.

Even though SB 525 is not yet effective and PACE centers are not covered by it, many of our contractors and other third-party providers are expected to be impacted by SB 525, and we believe that due to this and other macroeconomic factors, our California centers have received provider requests to increase rates to cover their increased costs.

In addition, as a result of competition generated by SB 525 and other California market conditions, we have increased our wages for healthcare workers and other comparable market positions in the California market.

These increases did not have a material impact on our labor costs, financial statements or operations for the fourth quarter or fiscal year 2024.

We will continue to evaluate the impact of this legislation on our business.

In addition, in fiscal year 2024, the nurses in our Pennsylvania centers voted to unionize and collective bargaining commenced in late 2024.

These employees represent approximately 1% of our total workforce.

We currently do not expect the impact from the negotiated collective bargaining agreement and costs for unionized employees to have a material effect on our costs of labor or operations.

However, we cannot predict whether other employees will follow a similar course of action.

For additional information on the various risks posed by macroeconomic events, regulation, and employee matters, please see the section entitled “Risk Factors” included in Part I, Item 1A of this Annual Report.

Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our financial performance in the future to be, driven by the following factors:

• Our ability to effectively implement post-sanction remediation efforts in our centers as a result of our recent audits and maintain high quality of regulatory compliance.

The Company’s priority is to continue to remediate the deficiencies raised in audit processes and to implement post-sanction corrective actions as required, as well as maintain high quality of regulatory compliance in all its centers.

As part of its actions to do so, the Company has worked with the appropriate regulators to make the necessary changes within the Company to improve care coordination and care documentation among our centers, including working to fill critical personnel gaps at our centers, standardizing the process of our IDTs, strengthening our home care network and reliability, improving timelines of scheduling and coordinating care with providers outside our centers, among others.

• Our participants.

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This is driven by two factors:

(i) we manage a higher acuity population, with an average RAF score of 2.46 based on InnovAge data as of June 30,

2023, compared to an average RAF score of 1.08 for Medicare fee-for-service non-dual enrollees, as calculated in an analysis by Avalere Health in June 2020 of a cohort of individuals enrolled in Medicare Fee-for-Service in 2020;

and (ii) we manage Medicaid spend in addition to Medicare.

Our participants are managed on a capitated, or at-risk, basis, where InnovAge is financially responsible for all of participant medical costs.

(i) we believe we manage a higher acuity population, with an average RAF score of 2.46 based on InnovAge data as of June 30, 2024, compared to an average RAF score of 1.08 for Medicare fee-for-service non-dual enrollees, as calculated in an analysis by Avalere Health in June 2020 of a cohort of individuals enrolled in Medicare Fee-for-Service in 2019;

and (ii) we have Medicaid spend in addition to Medicare.

Our participants are managed on a capitated, or at-risk basis, where InnovAge is financially responsible for all participant medical costs.

Our comprehensive care model and globally capitated payments are designed to cover participants from enrollment until the end of life, including coverage for participants requiring hospice and palliative care.

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The Medicare portion of our capitated payment is risk-based on the underlying medical conditions and frailty of each participant.

In fiscal year 2023, we began working on expanding payer capabilities so that our revenue more accurately reflects the acuity of the populations we serve.

In fiscal year 2023, we began working on expanding payer capabilities which we continued to strengthen in fiscal 2024 so that our revenue more accurately reflects the acuity of the populations we serve.

• Our ability to grow enrollment and capacity within existing centers.

We believe all seniors should have access to the type of all-inclusive care offered by the PACE model.

Several factors can affect our ability to grow enrollment and capacity within existing centers, including sanctions issued by regulators.

Risk Factors, “Risks Related to Our Business—We face inspections, reviews, audits and investigations under federal and state government programs and contracts.

These audits require corrective actions and have resulted in adverse findings that have negatively affected and may continue to affect our business, including our results of operations, liquidity, financial condition and reputation.”

Several factors can affect our ability to grow enrollment and capacity within existing centers, including sanctions issued by regulators or suspensions of State attestations required to open new de novo centers.

• Our ability to maintain high participant satisfaction and retention.

Our comprehensive individualized care model and frequency of interaction with participants generates high levels of participant satisfaction.

We achieved a 78% participant satisfaction rating as of March 1, 2023 and average participant tenure was 3.7 years as of June 30, 2023, measured as tenure from enrollment to disenrollment, among our centers that have been operated by us for at least five years.

We achieved an average NPS score of 46 for fiscal year 2024 and average participant tenure of 3.6 years as of June 30, 2024, measured as tenure from enrollment to disenrollment, among our centers that have been operated by us for at least five years.

Furthermore, we experience low levels of voluntary disenrollment, averaging 6.9% annually over the last three fiscal years.

Approximately 71% of our historical disenrollments have been involuntary, due primarily to participant death or otherwise due to participants moving out of our service areas.

• Effectively managing the cost of care for our participants .

We receive capitated payments to manage the totality of a participant’s medical care across all settings.

Our participants are among the most frail and medically complex individuals in the U.S.

healthcare system and average acuity rises with the passage of time.

The risk pool of our population became more acute in fiscal year 2023 as we were not able to replenish our population mix with newer, lower-acuity participants as a result of State sanctions, and as a result, our external provider costs and cost of care, excluding depreciation and amortization, represented approximately 85% of our revenue in the year ended June 30, 2023.

In addition, while we are liable for potentially large medical claims, our care model focuses on delivering high-quality medical care in cost efficient, community-based settings as a means of avoiding costly inpatient and outpatient services.

However, our participants retain the freedom to seek care at sites of their choice, including hospitals and emergency rooms;

we do not restrict participant access to care.

The risk pool of our population became more acute in fiscal year 2023 as we were not able to replenish our population mix with newer, lower-acuity participants as a result of State sanctions.

Together with the factors disclosed above (increased salaries, wages and benefits, increased fleet and contract transportation costs, annual increases in assisted living and nursing facility unit cost and general medical inflation), our external provider costs and cost of care, excluding depreciation and amortization, represented approximately 83% of our revenue in the year ended June 30, 2024.

• Center-level Contribution Margin .

The enrollment sanctions in Sacramento, California and Colorado limited our ability to grow our participant census and impacted Center-level Contribution Margin in fiscal year 2022 and the first half of fiscal year 2023.

The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its operating segments.

As we serve more participants in existing centers, we expect to leverage our fixed cost base at those centers and increase the value of a center to our business increases over time.

• Our ability to expand via de novo centers within existing and new markets.

Several factors can affect our ability to open de novo centers, including sanctions issued by regulators as the ones we were subject to in our Sacramento, California and Colorado centers.

As a result of such sanctions, we were precluded from, or voluntarily suspended efforts to, open de novo centers in Florida, Kentucky and Indiana.

Since the Company was released from sanctions, in Florida, we have recommenced our efforts to obtain the licensure required to open a PACE center in each of Tampa and Orlando.

We are also pursuing the licensure required to open another PACE center in Downey, California.

• Execute tuck-in acquisitions.

From fiscal year 2019 through fiscal year 2021, we acquired and integrated three PACE organizations, expanding our InnovAge Platform to one new state and four new markets through those acquisitions.

Since the Company was released from sanctions, we have recommenced our efforts to pursue tuck-in acquisitions.

We remain disciplined in our approach to acquisitions and in the past have executed multiple types of transactions, including turnarounds and non-profit conversions.

Historically, when

integrating acquired programs, we worked closely with key constituencies, including local governments, health systems and senior housing providers, to enable continuity of high-quality care for participants.

Several factors can affect our ability to open de novo centers, including sanctions issued by regulators, legal, community or other obstacles in the construction of such centers, and our ability to hire and train enough workers to ramp up these centers to maturity.

In response to an audit to our Sacramento center and a medical review of our San Bernardino center, which have been previously disclosed, the California Department of Health Care Services (“DHCS") notified us

that it was suspending its attestations in support of the planned de novo center in Downey and the recently acquired planned de novo center in Bakersfield.

CMS has closed its process and DHCS's process is ongoing.

While the planned California de novo centers are precluded from opening at this time, DHCS notified us that it would consider restoring the State Attestations upon our successful remediation of the deficiencies raised in our Sacramento center.

• Execute tuck-in acquisitions and partnerships.

Over the past six fiscal years, we have acquired and integrated four PACE organizations for a total of eight operational centers (excluding the PACE center in Bakersfield, California, which is not yet operational).

These acquisitions represent expansion of our InnovAge Platform into one new state and five new markets.

By bringing acquired organizations under the InnovAge Platform, we hope to further realize revenue growth and improve operational efficiency and care delivery post-integration.

We also have pursued and intend to continue pursuing additional relationships with key stakeholders, existing organizations and other care providers in order to form partnerships in target geography, such as the joint venture we entered into at our Orlando PACE center with Orlando Health during the fourth quarter of fiscal year 2024.

• Our ability to maintain high quality of regulatory compliance .

The Company’s priority is to continue to maintain high quality of regulatory compliance in all its centers.

• Contracting with government payors .

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We intend to continue investing in our centers, value-based care model, and sales and marketing organization to support long-term growth.

We expect our expenses to increase in absolute dollars for the foreseeable future to support our growth and due to additional costs we are incurring in connection with current and future audits to our centers, remediation plans and current and potential legal and regulatory proceedings.

We expect our expenses to increase in absolute dollars for the foreseeable future to support our growth due, partially, to additional costs we incur in connection with audits to our centers, remediation plans and current and potential legal and regulatory proceedings.

We plan to invest in future growth judiciously and maintain focus on managing our results of operations.

We have begun to invest in building capabilities to increase our sophistication as a payor to drive clinical value, improve outcomes, and manage cost trends.

We are investing to increase our sophistication as a payor to drive clinical value, improve outcomes, and manage cost trends.

Accordingly, in the short term we expect the activities noted above to increase our expenses as a percentage of revenue, but in the longer term, we anticipate that these investments will positively impact our business and results of operations.

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Medical costs vary most significantly as a result of (i) the weather, with certain illnesses, such as the influenza and COVID-19 viruses, being more prevalent during colder months of the year, which generally increases per-participant costs and (ii) the number of business days in a period, with shorter periods generally having lower medical costs all else equal.

Per-participant revenue true-ups represent the difference between our estimate of per-participant capitation revenue to be received and actual revenue received by CMS, which is based on CMS’s determination of a participant’s RAF score as measured twice per year and is based on the evolving acuity of a participant.

Based on the difference between our estimate and the final determination from CMS, we may receive incremental true up revenue or be required to repay certain amounts.

Per-participant revenue true-ups represent the difference between our estimate of per-participant capitation revenue to be received and actual revenue received from CMS, which is based on CMS’s determination of a participant’s RAF score as measured twice per year and is based on the evolving acuity of a participant.

Where there is a difference between our estimate and the final determination from CMS, we may record either an increase or decrease in true up revenue.

Historically, these true-up payments typically occur between May and August, but the timing of these payments is determined by CMS, and we have neither visibility into nor control over the timing of such payments.

The variability of participant enrollments during the open enrollment period has also been impacted by additional offerings by MA and other competitors.

We believe that, as a result of these additional offerings, we experienced higher than expected disenrollments during fiscal year 2024.

Components of Results of Operations

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We are currently operating in good standing under each of our PACE state contracts.

For a discussion of our revenue recognition policies, please see Critical Accounting Estimates below and Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this Annual Report on Form 10-K.

Other Service Revenue.

Other service revenue primarily consists of revenues derived from fee-for-service arrangements, state food grants, rent revenues and management fees.

Prior to June 30, 2022, we generated fee-for-service revenue from providing home-care services to non-PACE patients in their homes, for which we bill the patient or their insurance plan on a fee-for-service basis.

We no longer offer in-home care services to non-PACE patients.

For a discussion

of our revenue recognition policies, please see Critical Accounting Estimates below and Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this Annual Report on Form 10-K.

Other service revenue primarily consists of revenues derived from state food grants and rent revenues.

Operating Expenses

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Sales and Marketing.

Sales and marketing expenses consist of employee-related expenses, including salaries, commissions, and employee benefits costs, for all employees engaged in marketing, sales, community outreach and sales support.

These employee-related expenses capture all costs for both our field-based and corporate sales and marketing teams.

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Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs.

In addition, general and administrative expenses include all corporate technology and occupancy costs associated with our corporate office.

In addition, general and administrative expenses include all corporate

technology and occupancy costs associated with our corporate office.

We expect our general and administrative expenses to increase in absolute dollars due to the additional legal, accounting, insurance, investor relations and other costs that we incur as a public company, as well as other costs associated with compliance and continuing to grow our business.

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Depreciation and amortization are recorded using the straight-line method over the shorter of estimated useful life or lease terms, to the extent the assets are being leased.

For more information relating to the components of our results of operations, see Results of Operations below and Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this Annual Report on Form 10-K for more detailed information regarding our critical accounting policies.

For more information relating to the components of our results of operations, see Results of Operations below and Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this Annual Report for more detailed information regarding our significant accounting policies.

Results of Operations

The following table sets forth our results of operations for the periods presented.

The following table sets forth our consolidated results of operations for the periods presented.

Year Ended June 30,

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Interest expense, net (4,023) (1,522)

Other income (expense) 124 (305)

Total other expense (1,398) (2,831)

Gain on cost and equity method investments 2,842 —

Other income 2,542 124

Total other income (expense) 1,361 (1,398)

Loss Before Income Taxes (21,819) (50,793)

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Capitation revenue.

Capitation revenue was $686.8 million for the year ended June 30, 2023, a decrease of $10.2 million, or 1.5%, compared to $697.0 million for the year ended June 30, 2022.

This decrease was driven by a 6.6% decrease in member months (as defined below under “Key Business Metrics and non-GAAP Measures – Total member months”) partially offset by a 5.5% increase in capitation rates.

The decrease in member months is primarily due to disenrollments and our inability to enroll new participants at our Sacramento, California center for the majority of the year ended June 30, 2023 as a result of sanctions, minimally offset by the ramp up of enrollments at our Colorado centers as we resumed the enrollment process in the third quarter of 2023.

The increase in capitation rates was primarily driven by an annual increase in both Medicaid capitation rates as determined by the States and Medicare capitation rates as a result of increased risk score and county rates partially offset by the reinstatement of sequestration.

Capitation revenue was $762.6 million for the year ended June 30, 2024, an increase of $75.7 million, or 11.0%, compared to $686.8 million for the year ended June 30, 2023.

This increase was driven by a $30.8 million, or 4.5% increase in member months (as defined below under “Key Business Metrics and non-GAAP Measures – Total member months”) coupled with a $44.9 million, or 6.3%, increase in capitation rates.

The increase in member months was primarily due to the release of sanctions at our Sacramento, California center and at our Colorado centers.

Year Ended June 30, $ Change % Change

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External provider costs.

External provider costs were $374.5 million for the year ended June 30, 2023, a decrease of $8.5 million, or 2.2%, compared to $383.0 million for the year ended June 30, 2022.

The decrease was primarily driven by (i) a decrease of $25.2 million, or 6.6% in member months partially offset by an increase of $16.7 million, or 4.7%, in cost per participant.

The increase in cost per participant is primarily driven by a $13.7 million increase associated with increased assisted living and nursing facility utilization and unit cost partially offset by a $3.2 million reduction in inpatient cost per admit associated with fewer COVID admissions.

External provider costs were $403.0 million for the year ended June 30, 2024, an increase of $28.5 million, or 7.6%, compared to $374.5 million for the year ended June 30, 2023.

The increase was primarily driven by an increase of $16.8 million, or 4.5% in member months coupled with an increase of $11.7 million, or 3.0%, in cost per participant.

The increase in cost per participant was primarily driven by a $9.6 million increase associated with increased assisted living utilization and unit cost and a $3.6 million increase associated with higher professional services utilization.

This was partially offset by a $5.1 million reduction in permanent nursing facility utilization.

Cost of care, excluding depreciation and amortization.

Cost of care, excluding depreciation and amortization expense was $212.3 million for the year ended June 30, 2023, an increase of $32.0 million, or 17.8%, compared to $180.2 million for the year ended June 30, 2022, primarily due to an increase of $43.9 million, or 26.1%, in cost per participant partially offset by a decrease of $11.9 million, or 6.6%, in member months.

The increase in cost per participant was driven by (i) a $21.6 million increase in salaries, wages and benefits associated with increased headcount and higher wage rates due to the ongoing competitive labor market, (ii) $2.5 million in third party audit and compliance support, (iii) $3.9 million in increased fleet expense and contract transportation as a result of higher average daily attendance, an increase in external appointments, and higher fuel costs, (iv) $1.9 million in increased building maintenance and security, (v) $1.3 million in supplies, travel and mileage, and (vi) $1.0 million in de novo rent expense.

Cost of care, excluding depreciation and amortization expense was $228.8 million for the year ended June 30, 2024, an increase of $16.5 million, or 7.8%, compared to $212.3 million for the year ended June 30, 2023, primarily due to an increase of $7.0 million, or 3.1%, in cost per participant coupled with an increase of $9.5 million, or 4.5%, in member months.

The increase in cost per participant was driven by (i) a $12.8 million increase in salaries, wages and benefits associated with increased headcount to support growth and higher wage rates, (ii) a $2.3 million increase in contract provider expense in California, (iii) $1.9 million in increased fleet expense and contract transportation as a result of higher average daily attendance, an increase in external appointments, and higher fuel costs, (iv) $1.2 million in increased building maintenance and security, (v) $1.8 million in software license fees, and (vi) $1.8 million in de novo occupancy and administrative costs inclusive of the Concerto acquisition in December 2023.

This was partially offset by a $3.9 million reduction in third party audit and compliance support.

Sales and marketing.

Sales and marketing expenses were $19.6 million for the year ended June 30, 2023, a decrease of $4.6 million, or 18.9%, compared to $24.2 million for the year ended June 30, 2022, primarily due to (i) a $1.7 million reduction in marketing spend and $2.0 million reduction in costs associated with fewer headcount within the sales department, both as a result of sanctions in our Colorado and Sacramento, California centers and (ii) a $0.9 million reduction in sales commissions expense due to the deferral of commissions.

Sales and marketing expenses were $25.0 million for the year ended June 30, 2024, an increase of $5.3 million, or 27.2%, compared to $19.6 million for the year ended June 30, 2023, primarily due to a $1.6 million increase in marketing spend and a $2.8 million increase in salaries, wages and benefits, both associated with sanction release in our Colorado and Sacramento, California centers as well as opening new centers in Florida.

Corporate, general and administrative expenses.

Corporate, general and administrative expenses were $115.6 million for the year ended June 30, 2023, an increase of $14.0 million, or 13.8% compared to $101.7 million for the year ended June 30, 2022.

The increase was primarily due to (i) a $11.0 million increase in employee compensation and benefits as the result of an increase in headcount to support compliance and bolster organizational capabilities, (ii) $3.8 million in third party costs associated with implementing our core provider initiatives, assessing our risk-bearing payer capabilities, and strengthening organizational capabilities including the transition to a new electronic medical record ("EMR"), (iii) $4.5 million in legal spend, and (iv) $4.9 million in software license and maintenance expense, inclusive of Epic license fees.

These increases in cost were partially offset by (i) a $2.8 million reduction in bad debt expense, (ii) $1.2 million reduction in insurance expense, and (iii) $4.1 million in executive severance and recruiting recognized during the year ended June 30, 2022.

Corporate, general and administrative expenses were $111.3 million for the year ended June 30, 2024, a decrease of $4.3 million, or 3.7% compared to $115.6 million for the year ended June 30, 2023.

The decrease was primarily due to (i) $2.7 million reduction in third party legal expense, (ii) $2.3 million reduction in insurance expense, (iii) $4.5 million reduction in consulting expense associated with improving organizational

capabilities including the transition to a new electronic medical record (“EMR”), (iv) $2.2 million reduction in contract staff augmentation, and (v) $1.0 million reduction in recruiting expense.

These decreases were partially offset by (i) a $3.5 million increase in employee compensation and benefits as the result of an increase in headcount to support compliance and bolster organizational capabilities, (ii) $3.7 million in bad debt expense, and (iii) $1.2 million in consulting costs including Sarbanes-Oxley Act of 2002 compliance, internal audit support, and public relations.

Depreciation and amortization.

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Interest expense, net $ (4,023) $ (1,522) $ (2,501) 164.3%

Other income (expense) 124 (305) 429 (140.7)%

Total other expense $ (1,398) $ (2,831) $ 1,433 (50.6)%

Gain on cost and equity method investments 2,842 — 2,842 NM*

Other income 2,542 124 2,418 1950.0%

Total other income (expense) $ 1,361 $ (1,398) $ 2,759 (197.4)%

* Not Meaningful

Interest expense, net.

Interest expense, net, consists primarily of interest payments on our outstanding borrowings, net of interest income earned on our cash and cash equivalents and restricted cash.

Interest expense, net was $1.5 million for the year ended June 30, 2023, a decrease of $1.0 million, or 39.7%, compared to $2.5 million for the year ended June 30, 2022.

The decrease was primarily due to interest income of $3.4 million from money market funds offsetting interest expense of $4.9 million during the year ended June 30, 2023.

Interest income during the year ended June 30, 2022 was negligible.

Provision for Income Taxes.

Interest expense, net was $4.0 million for the year ended June 30, 2024, an increase of $2.5 million, or 164.3%, compared to $1.5 million for the year ended June 30, 2023.

The increase was primarily due to interest expense of $7.5 million partially offset by interest income of $3.5 million from money market funds during the year ended June 30, 2024.

Interest income during the year ended June 30, 2023 was $3.4 million from money market funds offsetting interest expense of $4.9 million.

Gain on cost and equity method investments.

Gain on cost and equity method investment was $2.8 million for the year ended June 30, 2024 compared to no gain or loss for the year ended June 30, 2023.

On March 13, 2024, Pinewood Lodge, LLLP (“PWD”), a variable interest entity of the Company, entered into a Purchase and Sale Agreement for the sale of all of PWD's property, including its senior housing unit, which was used in our operations.

On May 2, 2024, PWD closed on the sale of the property.

In June 2024, the partnership was dissolved and we recognized a gain of $4.8 million from the dissolution of the partnership.

See Note 4 “Cost and Equity Method Investments” to our consolidated financial statements included in this Annual Report for further discussion.

The gain was partially offset by impairment losses of $2.0 million in conjunction with our minority interest investment in Jetdoc, Inc.

("Jetdoc") during the year ended June 30, 2024.

No observable price changes or impairments were recorded during the year ended June 30, 2023.

Other income.

Other income consists primarily of the net proceeds received from the sale of or disposal of property and equipment, unrealized gains and losses and investment income related to short-term investments.

Other income was $2.5 million for the year ended June 30, 2024, an increase of $2.4 million, compared to $0.1 million for the year ended June 30, 2023, due to $2.4 million in investment income related to short-term investments.

Investment income during the year ended June 30, 2023 was $1.2 million offset by $1.1 million loss on disposal of capital assets.

Provision (Benefit) for Income Taxes.

The Company and its subsidiaries calculate federal and state income taxes currently payable and for deferred income taxes arising from temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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The impact on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment.

The members of InnovAge Senior Housing Thornton, LLC (“SH1”) and InnovAge Sacramento have elected to be taxed as partnerships, and no provision for income taxes for SH1 or InnovAge Sacramento is included in these consolidated financial statements

The members of InnovAge Senior Housing Thornton, LLC (“SH1”) and InnovAge Sacramento have elected to be taxed as partnerships, and no provision (benefit) for income taxes for SH1 or InnovAge Sacramento is included in these consolidated financial statements.

Further, the Company entered into a joint venture called InnovAge Florida PACE – Orlando on May 28, 2024 and its members elected to be taxed as a partnership.

No provision (benefit) for income taxes for InnovAge Orlando is included in these consolidated financial statements for activity occurring from joint venture formation date through the balance of the fiscal year.

A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.

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The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon settlement.

The Company recognizes interest and penalty expense associated with uncertain tax positions as a component of provision for income taxes.

During the years ended June 30, 2023 and 2022, we reported provision for income taxes of $(7.2) million and $0.7 million, respectively.

The Company recognizes interest and penalty expense associated with uncertain tax positions as a component of provision (benefit) for income taxes.

During the years ended June 30, 2024 and 2023, we reported provision (benefit) for income taxes of $1.4 million and $(7.2) million, respectively.

The decrease of $8.6 million is primarily due to (i) pretax book loss recognized during the year ended June 30, 2024, as compared to the pretax book loss recognized during the year ended June 30, 2023 and (ii) the change in our valuation allowance.

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Our share of earnings is recorded in the consolidated statements of operations as net loss attributable to noncontrolling interests.

Net Income (Loss)

During the years ended June 30, 2023 and 2022, we reported net loss of $43.6 million and $8.0 million, respectively, consisting of (i) loss from operations of $49.4 million and $4.4 million, respectively, (ii) other expense of $1.4 million and $2.8 million, respectively, and (iii) provision for income taxes of $7.2 million and $0.7 million, respectively, each as described above.

During the years ended June 30, 2024 and 2023, we reported net loss of $23.2 million and $43.6 million, respectively, consisting of (i) operating loss of $23.2 million and $49.4 million, respectively, (ii) other income of $1.4 million and other expense of $1.4 million, respectively, and (iii) provision for income taxes of $1.4 million and benefit for income taxes of $7.2 million, respectively, each as described above.

Key Business Metrics and Non-GAAP Measures

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(a) Includes InnovAge Sacramento, which the Company owns and controls through a joint venture and is consolidated in our financial statements.

During the fiscal year ended June 30, 2023, the Company consolidated its Germantown LIFE center with its Allegheny and Henry Avenue LIFE centers in Pennsylvania.

(a) Includes InnovAge Sacramento and InnovAge Orlando, which the Company owns and controls through joint ventures and are consolidated in our financial statements.

During the fiscal year ended June 30, 2024, the Company opened the Orlando and Tampa centers and acquired an operational center from Concerto in Los Angeles.

(b) Amounts are approximate.

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Center-level Contribution Margin

The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its segments.

The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its operating segments.

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.

For purposes 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.

For purposes 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.

Center-level Contribution Margin was $132.1 million and $101.3 million for the years ended June 30, 2024 and 2023, respectively.

The decrease in Center-level Contribution

Margin for fiscal year 2023 was primarily due to a year-over-year increase in cost of care of 17.8% and a 1.5% decrease in total revenue during the same period.

The increase in Center-level Contribution Margin for fiscal year 2024 was primarily due to a year-over-year increase of 11.0% in total revenue and 7.7% in center level expense during the same period.

For more information relating to Center-level Contribution Margin, see Note 14 “Segment Reporting” to our consolidated financial statements.

A reconciliation of Center-level Contribution Margin to income (loss) before income taxes, the most directly comparable GAAP measure, for each of the periods is as follows:

A reconciliation of Center-level Contribution Margin to loss before income taxes, the most directly comparable GAAP measure, for each of the periods is as follows:

June 30, 2024 June 30, 2023

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Depreciation and amortization 18,477 473 18,950 14,959 460 15,419

Equity loss — — — — — —

Other operating (income) expense — — — — — —

Interest expense, net 3,845 178 4,023 1,342 180 1,522

Loss on extinguishment of debt — — — — — —

Gain on equity method investment — — — — — —

Other expense (income) (124) — (124) 305 — 305

Income (Loss) Before Income Taxes $ (50,493) $ (300) $ (50,793) $ (6,628) $ (609) $ (7,237)

Gain on cost and equity method investments (2,842) — (2,842) — — —

Other income (2,542) — (2,542) (124) — (124)

Loss Before Income Taxes $ (21,555) $ (264) $ (21,819) $ (50,493) $ (300) $ (50,793)

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(1) Center-level Contribution Margin from segments below the quantitative thresholds are attributable to two operating segments of the Company.

Those segments consist of Homecare and Senior Housing.

Neither of those segments has ever met any of the quantitative thresholds for determining reportable segments.

(1) Center-level Contribution Margin from a segment below the quantitative thresholds is attributable to the Senior Housing operating segment of the Company.

This segment has never met any of the quantitative thresholds for determining reportable segments.

(2) Overhead consists of the Sales and marketing and Corporate, general and administrative financial statement line items.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA as net income (loss) adjusted for interest expense, depreciation and amortization, and provision (benefit) for income tax as well as addbacks for non-recurring expenses or exceptional items, including relating to management equity compensation, executive severance and recruitment, litigation costs and settlement, M&A and de novo center development, business optimization, and electronic medical record (“EMR”) implementation.

Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of our total revenue.

For the years ended June 30, 2023 and 2022, our net loss was $43.6 million and $8.0 million, respectively, representing a year-over-year decline of 445%, and Adjusted EBITDA was $(1.3) million and $34.3 million, respectively, representing a year-over-year decline of 104%.

We define Adjusted EBITDA as net 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, EMR implementation and gain on cost and equity method investments.

For the years ended June 30, 2024 and 2023, our net loss was $23.2 million and $43.6 million, respectively, representing a year-over-year improvement of 47%, and Adjusted EBITDA was $16.5 million and $(3.4) million, respectively, representing a year-over-year increase of 585%.

Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of our total revenue.

For the year ended June 30, 2023, our net loss margin was 6.3%, as compared to our net loss margin of 1.1% for the year ended June 30, 2022.

For the year ended June 30, 2023, our Adjusted EBITDA margin was (0.2%), as compared to our Adjusted EBITDA margin for the year ended June 30, 2022 of 4.9%.

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 and certain noncash expenses, allowing us to more effectively evaluate our core operating performance and trends from period to period.

For the year ended June 30, 2024, our net loss margin was 3.0%, compared to our net loss margin of 6.3% for the year ended June 30, 2023.

For the year ended June 30, 2024, our Adjusted EBITDA margin was 2.2%, compared to our Adjusted EBITDA margin for the year ended June 30, 2023 of (0.5)%.

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 loss and net 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 expenses that do not relate to our ongoing business performance and certain noncash expenses, 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 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.

Effective for the year ended June 30, 2024, the Company has revised its

calculation of Adjusted EBITDA to no longer exclude de novo center development costs and to reflect the impact of other investment income.

The presentation for the year ended June 30, 2023 has been recast to conform to the current presentation.

A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, for each of the periods is as follows:

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Interest expense, net 4,023 1,522

Other investment income (a)

(2,385) (1,170)

Depreciation and amortization 18,950 15,419

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Stock-based compensation 6,832 4,993

Executive severance and recruitment (a)

Litigation costs and settlement (b)

M&A and de novo center development (c)

M&A diligence, transaction and integration (c)

Business optimization (d)

EMR implementation (e)

Gain on cost and equity method investments (f)

Adjusted EBITDA $ 16,474 $ (3,425)

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(a) Reflects charges related to executive severance and recruiting.

(b) Reflects a $1.2 million reserve for a California wage and hour class action settlement for the year ended June 30, 2023 and charges/(credits) related to litigation by stockholders, litigation related to de novo center development, and civil investigative demands.

See Item 3, “Legal Proceedings” included in this Annual Report on Form 10-K.

(a) Reflects investment income related to short term investments included in our consolidated statement of operations.

Effective for the year ended June 30, 2024, the Company has revised the calculation for Adjusted EBITDA to reflect the impact of investment income in 2024 and 2023.

(b) Reflects a $1.2 million reserve for a California wage and hour class action settlement for the year ended June 30, 2023, and each of the years ended June 30, 2023 and 2024 included charges/(credits) related to litigation by stockholders, litigation related to de novo center, and civil investigative demands.

See Item 3, “Legal Proceedings” included in this Annual Report.

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.

Effective for the year ended June 30, 2024, the Company has revised the calculation for Adjusted EBITDA to no longer exclude de novo center development costs in 2024 and 2023.

De novo center development costs were $1.0 million for each of the years ended June 30, 2024 and 2023.

(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, improve and support the efficiency and effectiveness of our operations, and third party support to address efforts to remediate deficiencies in audits.

For year ended June 30, 2023 includes (i) $1.8 million related to consultants and contractors performing audit and other related services at sanctioned centers, (ii) $5.7 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, (iii) $0.6 million in the consolidation of the Germantown, Pennsylvania center, (iv) $1.1 million related to organizational restructure, and (iv) $1.4 million related to other non-recurring projects aimed at reducing costs and improving efficiencies.

During the year ended June 30, 2022, costs included (i) $1.8 million paid to consultants and contractors performing audit and other related services at sanctioned centers, (ii) $3.8 million of costs associated with third party consultants to strengthen enterprise capabilities, (iii) $0.7 million in costs associated with transition to the replacement Roanoke, Virginia center, and (iv) $2.7 million related to other non-recurring projects aimed at reducing costs and improving efficiencies.

For the year ended June 30, 2024 costs include (i) $3.1 million associated with third party consultants as we implement our core provider initiatives, asses our risk-bearing payor capabilities, and strengthen our enterprise capabilities, (ii) $0.3 million of costs related to severance and other organizational costs, and (iii) $0.9 million related to charges for technology improvements, environmental sustainability, governance reporting, and other non-recurring projects aimed at reducing costs and improving efficiencies.

For the year ended June 30, 2023, costs included (i) $1.8 million related to consultants and contractors performing audit and other related services at sanctioned centers, (ii) $5.7 million of costs associated with third party consultants to strengthen enterprise capabilities, (iii) $0.6 million related to the consolidation of the Germantown, Pennsylvania center, (iv) $1.1 million related to organizational restructure, and (v) $1.4 million related to other non-recurring projects aimed at reducing costs and improving efficiencies.

(e) Reflects non-recurring expenses relating to the implementation of a new EMR vendor.

(f) Reflects $4.8 million net benefit associated with the dissolution of the PWD partnership partially offset by $2.0 million impairment in Jetdoc investment.

Liquidity and capital resources

To date, we have financed our operations principally through cash flows from operations and through borrowings under our credit facilities, from the sale of common stock in our IPO that occurred in March 2021.

As of the years ended June 30, 2023 and 2022, we had cash and cash equivalents of $127.2 million and $184.4 million, respectively, a decrease of $57.2 million primarily due to purchases of property and equipment and short-term investments, consisting primarily of managed income funds invested in investment grade short-term fixed and floating rate debt securities aimed at creating income while maintaining low volatility on principal.

As of the years ended June 30, 2024 and 2023, we had cash and cash equivalents of $56.9 million and $127.2 million, respectively, a decrease of $70.3 million primarily due to the Concerto acquisition, deferred revenue due to the timing of payments received during the prior fiscal year, and a decrease in working capital.

Our cash and cash equivalents primarily consist of highly liquid investments in demand deposit accounts and cash.

Our capital resources are generally used to fund (i) debt service requirements, the majority of which relate to the quarterly principal payments of the Term Loan Facility (as defined in Note 7 “Long-term Debt” to the audited consolidated financial statements) due 2026, (ii) finance and operating lease obligations, which are generally paid on a monthly basis and include maturities through 2028 and 2032, respectively, (iii) the operations of our business, including special projects such as our transition to a new EMR vendor, with respect to which we incurred non-recurring implementation costs over the last 12 months, and expect to incur ongoing costs through 2024 and beyond, and third party support to address remediation efforts, (iv) income tax payments, which are generally due on a quarterly and annual basis, and (v) capital additions, which included costs relating to the development of de novo centers, including those in Florida and California.

We also will continue investing in the effective implementation of post-sanction corrective remediation plans (CAPs) and other corrective initiatives as a result of deficiencies found during our recent audits, and our ability to continually provide necessary and quality services to our participants.

Our capital resources are generally used to fund (i) debt service requirements, the majority of which relate to the quarterly principal payments of the Term Loan Facility (as defined in Note 7 “Long-term Debt” to the audited consolidated financial statements) due 2026, (ii) finance and operating lease obligations, which are generally paid on a monthly basis and include maturities through 2028 and 2032, respectively, (iii) the operations of our business, (iv) income tax payments, which are generally due on a quarterly and annual basis, (v) capital additions, which include acquisition and de novo centers, and (vi) share repurchases authorized under the $5.0 million Board approved program.

We also will continue investing in resources and initiatives to provide necessary and quality services to our participants.

Collectively, these obligations are expected to represent a significant liquidity requirement of our Company on both a short-term (next 12 months) and long-term (beyond 12 months) basis.

For additional information regarding our lease obligations, debt and commitments, see Notes 6 “Leases,” 7 “Long-term Debt,” and 9 “Commitments and Contingencies,” respectively, to our audited consolidated financial statements.

We believe that our cash and cash equivalents and our cash flows from operations, available funds and access to financing sources, including our 2021 Credit Agreement (as defined in Note 7, “Long-term Debt”) and Revolving Credit Facility (as discussed and defined below), will be sufficient to fund our operating and capital needs for the next 12 months and beyond.

We believe that our cash and cash equivalents and our cash flows from operations, available funds and access to financing sources, including our Revolving Credit Facility (as discussed and defined below), will be sufficient to fund our operating and capital needs for the next 12 months and beyond.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect.

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See Note 2 “Summary of Significant Accounting Policies” to our Consolidated Financial Statements.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain substantially all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness, other than with respect to share repurchases, and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.

Consolidated Statements of Cash Flows

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Operating Activities.

The change in net cash provided by (used in) operating activities was primarily due to the net effect of (i) a net loss of $43.6 million for the year ended June 30, 2023 compared to a net loss of $8.0 million during the prior year, as described further above, (ii) an increase of $28.1 million in deferred revenue during fiscal year 2023 due to timing of payments received, (iii) a decrease of $17.7 million in accounts receivable, net of allowance primarily due to timing for the receipt of payments in 2023, and (iv) a net decrease in working capital primarily attributable to payments for operating leases and reported and estimated claims.

The change in net cash provided by (used in) operating activities was primarily due to the net effect of (i) a net loss of $23.2 million for the year ended June 30, 2024 compared to a net loss of $43.6 million during the prior year, as described further above, (ii) a decrease of $28.1 million in deferred revenue during fiscal year 2024 due to timing of payments received during the prior year, and (iii) an increase of $38.6 million in accounts receivable, net of allowance primarily due to timing for the receipt of payments in 2024.

Investing Activities.

Investing activities were made up of approximately $23.4 million in purchases of property and equipment and $46.2 million for purchases of short-term investments, consisting primarily of managed income funds invested in investment grade short-term fixed and floating rate debt securities aimed at creating income while maintaining low volatility on principal.

Net cash used in investing activities in 2024 was primarily made up of $23.9 million for the Concerto acquisition and approximately $7.9 million in purchases of property and equipment.

In 2023, net cash used in investing activities was primarily due to $23.4 million in purchases of property and equipment and $46.2 million for purchases of short-term investments, consisting primarily of managed income funds invested in investment grade short-term fixed and floating rate debt securities aimed at creating income while maintaining low volatility on principal.

Our investment in managed income funds regularly pay dividends which are reinvested into the funds.

Financing activities.

The increase in net cash used in financing activities was primarily due to an increase in principal payments on finance leases.

The decrease in net cash used in financing activities was primarily due to a contribution from a joint venture partner in 2024.

Emerging Growth Company and Smaller Reporting Company

We qualify as an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups (“JOBS”) Act and a “smaller reporting company” as defined by the Exchange Act.

For as long as we are an “emerging growth company” or a “smaller reporting company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” or “smaller reporting companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, only being required to present two years of audited financial statements, plus unaudited condensed consolidated financial statements for applicable interim periods and the related discussion in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, exemptions from the requirements of holding non-binding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation.

condensed consolidated financial statements for applicable interim periods and the related discussion in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, exemptions from the requirements of holding non-binding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies.

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Revenue recognition

We recognize revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).

We recognize revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Our PACE operating unit provides comprehensive healthcare services to participants on the basis of estimated PMPM amounts we expect to be entitled to receive from the capitated fees per participant that are paid monthly by Medicare, Medicaid, the VA, and private pay sources.

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In certain contracts, PMPM rates also include “risk adjustments” based on various factors.

For additional information see Note 3 “Revenue Recognition”.

For certain capitation payments, the Company is subject to retroactive premium risk adjustments based on various factors.

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We estimate and recognize an adjustment monthly to Part D capitation revenues related to these risk corridor provisions based upon pharmacy claims experience to date, as if the annual risk contract were to terminate at the end of the reporting period.

Goodwill and other intangible assets

Intangible assets consist of customer relationships acquired through business acquisitions.

Goodwill represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions.

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a component).

For purposes of the annual goodwill impairment assessment, the Company has identified three reporting units.

For purposes of the annual goodwill impairment assessment, the Company has identified two reporting units, East and West.

There were no indicators of impairment identified and no goodwill impairments recorded during the years ended June 30, 2024 and 2023.

In determining the fair value of our reporting units, we estimate a number of factors including anticipated future cash

flows and discount rates.

In determining the fair value of our reporting units, we estimate a number of factors including anticipated future cash flows and discount rates.

Although we believe these estimates are reasonable, actual results could differ from those estimates due to the inherent uncertainty involved in making such estimates.

Additionally, the customer relationships represent the estimated values of customer relationships of acquired businesses and have definite lives.

We amortize these intangible assets on a straight-line basis over their ten-year estimated useful life.

ASC 360, Property, Plant, and Equipment (“ASC 360”), provides guidance for impairment related to definite life assets including, customer relationships, for which we reviewed for impairment in conjunction with long-lived assets.

We test for recoverability of the customer relationships whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair value.

Judgment is also required in determining the intangible asset’s useful life.

Reported and estimated claims

Reported and estimated claims expenses are costs for third-party healthcare service providers that provide medical care to our participants for which we are contractually obligated to pay (through our full-risk capitation arrangements).

The estimated reserve for unpaid claims liability is included in the liability for reported and estimated claims in the consolidated balance sheets and requires estimates including actual member utilization of healthcare services, unit cost trends, participant acuity, changes in net census, known outbreaks of disease, including COVID-19 or increased incidence of illness such as influenza and other factors.

The estimated reserve for unpaid claims liability is included in the liability for reported and estimated claims in the consolidated balance sheets and requires estimates including actual member utilization of healthcare services, unit cost trends, participant acuity, changes in net census, known outbreaks of disease or increased incidence of illness such as influenza or COVID-19 and other factors.

We periodically assess our estimates with an independent actuarial expert to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made.

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Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” for more information.

See Note 2 to our consolidated financial statements “Summary of Significant Accounting Policies— Recently Adopted Accounting Pronouncements ” and “ Recent Accounting Pronouncements Not Yet Adopted” for more information.

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What changed 10-K

Item 7. Management’s Discussion and Analysis