0001558370-22-000971 | 10-Q | XBRL Viewer

Subsequent Events	6 Months Ended
Dec. 31, 2021
Subsequent Events
Subsequent Events	Note 16: Subsequent Events The Company has evaluated subsequent events through February 9, 2022, the date on which the condensed consolidated financial statements were issued.

Subsequent Events

6 Months Ended

Dec. 31, 2021

Note 16: Subsequent Events

The Company has evaluated subsequent events through February 9, 2022, the date on which the condensed consolidated financial statements were issued.

Stock-based Compensation

6 Months Ended

Dec. 31, 2021

Stock-based Compensation

Stock-based Compensation

Note 11: Stock-based Compensation

A summary of our aggregate share-based compensation expense is set forth below. Stock-based compensation expense is included in corporate, general and administrative expenses on our consolidated statements of operations.


	Six Months Ended
	December 31,
in thousands	2021		2020

Stock options (a)	$	90	$	45,387
Profits interests units		1,029		572
Restricted stock units		622		—
Total stock-based compensation expense	$	1,741	$	45,959

(a)

The amount for 2020 relates to stock-based compensation expense recognized as a result of the Cancellation Agreement.

2016 Equity Incentive Plan

The Company maintained the 2016 Equity Incentive Plan pursuant to which various stock-based awards were granted to employees, directors, consultants, and advisers. The total number of shares of the Company’s common stock that was authorized under the 2016 Equity Incentive Plan was 17,836,636, of which a total of 16,994,976 awards were granted. On July 27, 2020, the Company, Ignite Aggregator LP, and the equity holders of the Company entered into a Securities Purchase Agreement, and in conjunction therewith, the Company amended and restated the 2016 Credit Agreement. A portion of the proceeds from the 2016 Credit Agreement were used by the Company to repurchase 16,095,819 shares of its common stock from the certain members of management, the Board of Directors, and members of our equity partner. Additionally, as part of the 2016 Credit Agreement, the Company executed the Cancellation Agreement with each of the 2016 Equity Incentive Plan option holders, pursuant to which the Company’s 16,994,976 common stock options which were granted under the 2016 Equity Incentive Plan, were cancelled. The Cancellation Agreement resulted in the option holders receiving the same amount of cash that they would have received had they exercised their options, participated in the repurchase described above and sold their remaining shares. The 2016 Equity Incentive Plan was cancelled and replaced with the 2020 Equity Incentive Plan, as described below.

2020 Equity Incentive Plan

Profits Interests

The LP maintains the 2020 Equity Incentive Plan pursuant to which interests in the LP in the form of Class B Units (profits interests) may be granted to employees, directors, consultants, and advisers. A maximum number of 16,162,177

Class B Units are authorized for grant under the 2020 Equity Incentive Plan. As of December 31, 2021, a total of 13,009,137 profits interests units have been granted under the 2020 Equity Incentive Plan.

The Company used the Monte Carlo option model to determine the fair value of the profits interests units at the time of the grant. There were no grants during the six months ended December 31, 2021.

A summary of profits interests activity for the six months ended December 31, 2021 was as follows:



	Number of	Weighted average
Time-based unit awards	units	grant date fair value

Outstanding balance, June 30, 2021	6,587,261	$	1.28
Forfeited	(547,959)	$	1.28
Outstanding balance, December 31, 2021	6,039,302	$	1.28


	Number of	Weighted average
Performance-based unit awards	units	grant date fair value

Outstanding balance, June 30, 2021	6,223,262	$	0.57
Forfeited	(728,254)	$	0.57
Outstanding balance, December 31, 2021	5,495,008	$	0.57

The total unrecognized compensation cost related to profits interests units outstanding as of December 31, 2021 was $8.2 million, comprised (i) $5.0 million related to time-based unit awards expected to be recognized over a weighted-average period of 0.9 years and (ii) $3.2 million related to performance-based unit awards, which will be recorded when it is probable that the performance-based criteria will be met.

2021 Omnibus Incentive Plan

In March 2021, the compensation committee of our Board of Directors approved the InnovAge Holding Corp. 2021 Omnibus Incentive Plan (the “2021 Omnibus Incentive Plan”), pursuant to which various stock-based awards may be granted to employees, directors, consultants, and advisers. The total number of shares of the Company’s common stock authorized under the 2021 Omnibus Incentive Plan is 14,700,000. The Company has issued time-based restricted stock units under this plan to its employees which generally vest (i) on March 4, 2023, the second anniversary of the grant date, or (ii) over a three-year period with one-third vesting on each anniversary of the date of grant. Certain other vesting periods have also been used. The grant date fair value of restricted stock units with time based vesting is based on the closing market price of our common stock on the date of grant.

Restricted Stock Units

A summary of time-based vesting restricted stock units activity for the six months ended December 31, 2021 was as follows:


			Weighted
			average
	Number of		grant-date fair
Restricted stock units - time based	awards		value per share

Outstanding balance, June 30, 2021	48,470	$	22.87
Granted	232,980	$	10.35
Forfeited	(5,170)	$	23.95
Outstanding balance, December 31, 2021	276,280	$	12.51

The total unrecognized compensation cost related to time based restricted stock units outstanding as of December 31, 2021 was $3.0 million and is expected to be recognized over a weighted-average period of 2.0 years.

A summary of performance based vesting restricted stock units activity for the six months ended December 31, 2021 was as follows:


			Weighted
			average
	Number of		grant-date fair
Restricted stock units - performance based	awards		value per share

Outstanding balance, June 30, 2021	—	$	—
Granted	258,767	$	5.18
Forfeited	—	$	—
Outstanding balance, December 31, 2021	258,767	$	5.18

The fair value of the performance based restricted stock units and performance based stock options granted during the six months ended December 31, 2021, was based upon a Monte Carlo option pricing model using the assumptions in the following table:


	2022
Expected volatility		34.5	%
Expected term (in years)		5.0
Interest rate		1.56	%
Dividend yield		0	%
Weighted-average fair values	$	5.18
Fair value of underlying stock	$	7.89

The total unrecognized compensation cost related to performance based vesting restricted stock units outstanding as of December 31, 2021 was $1.3 million and is expected to be recognized over a weighted-average period of 3.8 years.

Nonqualified Stock Options

A summary of time-based vesting stock option activity for the six months ended December 31, 2021 was as follows:


			Weighted
			average
	Number of		grant-date fair
Stock options - time based	awards		value per share

Outstanding balance, June 30, 2021	—	$	—
Granted	554,499	$	1.61
Forfeited	—	$	—
Outstanding balance, December 31, 2021	554,499	$	1.61

The total unrecognized compensation cost related to time-based vesting stock options outstanding as of December 31, 2021 was $0.9 million and is expected to be recognized over a weighted-average period of 2.8 years.

The fair value of the time-based stock options granted during the six months ended December 31, 2021, was based upon the Black-Scholes option pricing model using the assumptions in the following table:


	2022
Expected volatility		34.5	%
Weighted-average expected life (years) - time vesting units		2.9
Interest rate		0.83	%
Dividend yield		0	%
Weighted-average fair values	$	1.61
Fair value of underlying stock	$	7.89

A summary of performance-based vesting stock option activity for the six months ended December 31, 2021 was as follows:


			Weighted
			average
	Number of		grant-date fair
Stock options - performance based	awards		value per share

Outstanding balance, June 30, 2021	—	$	—
Granted	776,299	$	3.08
Forfeited	—	$	—
Outstanding balance, December 31, 2021	776,299	$	3.08

The fair value of the performance-based stock options granted during the six months ended December 31, 2021, was based upon a Monte Carlo option pricing model using the assumptions in the table above.

The total unrecognized compensation cost related to performance-based vesting stock options outstanding as of December 31, 2021 was $2.3 million and is expected to be recognized over a weighted-average period of 3.8 years.

Business (Details)	6 Months Ended
Business (Details)	Dec. 31, 2021 Center item segment $ / shares	Jun. 30, 2021 $ / shares
Segment Reporting Information [Line Items]
Par value per share \| $ / shares	$ 0.001	$ 0.001
PACE
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	1
Number of PACE participants \| item	7,050
Number of PACE centers excluding non-consolidating joint ventures \| Center	18
Percentage of obligation for health care costs	100.00%
Operating segments \| PACE
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	1
Number of PACE participants \| item	7,050

Segment Reporting (Tables)

6 Months Ended

Dec. 31, 2021

Segment Reporting

Schedule of operating results by reportable segments


	December 31, 2021						December 31, 2020
in thousands	PACE		All other⁽¹⁾		Totals		PACE		All other⁽¹⁾		Totals
Capitation revenue	$	347,518	$	—	$	347,518	$	308,459	$	—	$	308,459
Other service revenue		69		833		902		277		1,141		1,418
Total revenues		347,587		833		348,420		308,736		1,141		309,877
External provider costs		181,045		—		181,045		148,826		—		148,826
Cost of care, excluding depreciation and amortization		82,579		1,060		83,639		74,712		1,645		76,357
Center-level Contribution Margin		83,963		(227)		83,736		85,198		(504)		84,694
Overhead costs⁽²⁾		62,551		(13)		62,538		96,049		—		96,049
Depreciation and amortization		6,370		215		6,585		5,622		329		5,951
Equity loss		—		—		—		1,342		—		1,342
Other operating income		—		—		—		(1,011)		—		(1,011)
Interest expense, net		(1,120)		(101)		(1,221)		(12,276)		90		(12,186)
Loss on extinguishment of debt		—		—		—		(991)		—		(991)
Other income		(464)		(1)		(465)		44		—		44
Income (Loss) Before Income Taxes	$	13,458	$	(531)	$	12,927	$	(30,027)	$	(743)	$	(30,770)

(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.

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

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Condensed Consolidated Balance Sheets
Allowance for loss	$ 2,861	$ 4,350
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	500,000,000	500,000,000
Common stock issued (in shares)	135,516,513	135,516,513
Common stock outstanding (in shares)	135,516,513	135,516,513

Revenue Recognition (Details) - USD ($) $ in Thousands	6 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Revenue Recognition
Pooled capitated payment	100.00%
Allowances for uncollectable accounts	$ 2,861		$ 4,350
Capitated revenues \| Customer concentration risk
Revenue Recognition
Risk percentage	100.00%	100.00%
Medicare Part D \| Capitated revenues \| Customer concentration risk
Revenue Recognition
Risk percentage	12.00%	12.00%
Medicare Part D \| External provider costs. \| Customer concentration risk
Revenue Recognition
Risk percentage	19.00%	20.00%
Senior Housing \| Other service revenue \| Customer concentration risk
Revenue Recognition
Risk percentage	0.30%	0.50%

Revenue Recognition (Tables)

6 Months Ended

Dec. 31, 2021

Revenue Recognition

Schedule of source of revenue


	December 31,
	2021		2020
Medicaid	54	%	52	%
Medicare	46	%	47	%
Private pay and other	*	%	1	%
Total	100	%	100	%

______________

* Less than 1%

Schedule of concentration of net receivable


	December 31,		June 30,
	2021		2021
Medicaid	49	%	60	%
Medicare	42	%	20	%
Private pay and other	9	%	20	%
Total	100	%	100	%

Investments (Tables)

6 Months Ended

Dec. 31, 2021

Investments

Schedule of equity method and cost method investments


		December 31,		June 30,
in thousands	2021		2021
Cost method investments	$	4,645	$	2,645
Equity method investments		848		848
Total investments	$	5,493	$	3,493

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Retained Earnings (Deficit)	Treasury Stock	Noncontrolling Interests	Total
Balances, Beginning at Jun. 30, 2020	$ 133	$ 36,338	$ 64,737	$ (193)	$ 6,735	$ 107,750
Balances, Beginning (in shares) at Jun. 30, 2020	132,718,461			102,030
Treasury stock transaction				$ (77,603)		(77,603)
Treasury stock transaction (in shares)				16,095,819
Owner distribution			(9,457)			(9,457)
Time based awards- option cancelation		(32,358)				(32,358)
Stock-based compensation		572				572
Owner contribution		20,000				20,000
Net income (loss)			(39,950)		(243)	(40,193)
Balances, Ending at Dec. 31, 2020	$ 133	24,552	15,330	$ (77,796)	6,492	(31,289)
Balances, Ending (in shares) at Dec. 31, 2020	132,718,461			16,197,849
Balances, Beginning at Sep. 30, 2020	$ 133	4,026	5,626	$ (77,796)	6,589	(61,422)
Balances, Beginning (in shares) at Sep. 30, 2020	132,718,461			16,197,849
Stock-based compensation		526				526
Owner contribution		20,000				20,000
Net income (loss)			9,705		(98)	9,607
Balances, Ending at Dec. 31, 2020	$ 133	24,552	15,330	$ (77,796)	6,492	(31,289)
Balances, Ending (in shares) at Dec. 31, 2020	132,718,461			16,197,849
Balances, Beginning at Jun. 30, 2021	$ 136	323,760	10,663		6,420	340,979
Balances, Beginning (in shares) at Jun. 30, 2021	135,516,513
Stock-based compensation		1,741				1,741
Net income (loss), including portion attributable to nonredeemable noncontrolling interest			9,009		(166)	8,843
Net income (loss)						8,730
Adjustment to redemption value			(1,977)			(1,977)
Balances, Ending at Dec. 31, 2021	$ 136	325,501	17,695		6,254	349,586
Balances, Ending (in shares) at Dec. 31, 2021	135,516,513
Beginning balance at Jun. 30, 2021						16,986
Redeemable non-controlling interests (Temporary Equity)
Adjustment to redemption value						1,977
Net income (loss)						(113)
Ending balance at Dec. 31, 2021						18,850
Balances, Beginning at Sep. 30, 2021	$ 136	324,718	18,936		6,326	350,116
Balances, Beginning (in shares) at Sep. 30, 2021	135,516,513
Stock-based compensation		783				783
Net income (loss), including portion attributable to nonredeemable noncontrolling interest			1,323		(72)	1,251
Net income (loss)						1,106
Adjustment to redemption value			(2,564)			(2,564)
Balances, Ending at Dec. 31, 2021	$ 136	$ 325,501	$ 17,695		$ 6,254	349,586
Balances, Ending (in shares) at Dec. 31, 2021	135,516,513
Beginning balance at Sep. 30, 2021						16,431
Redeemable non-controlling interests (Temporary Equity)
Adjustment to redemption value						2,564
Net income (loss)						(145)
Ending balance at Dec. 31, 2021						$ 18,850

Leases

6 Months Ended

Dec. 31, 2021

Leases

Leases

Note 7:Leases

Property and equipment includes property under various capital leases. These leases have expiration dates ranging from August 2022 to November 2027, varying interest rates, and generally include an option to purchase the equipment at the end of the underlying lease period. The Company’s capital leases included the following at December 31, 2021 and June 30, 2021:


	December 31, 2021		June 30, 2021
in thousands
Equipment	$	16,412	$	13,302
Less accumulated depreciation		(6,284)		(7,081)
Total capital leases	$	10,128	$	6,221

Certain of the Company’s property and equipment is leased under operating leases. Total rental expense under operating leases was $2.1 million and $2.3 million for the each of six months ended December 31, 2021, and 2020.

Future minimum lease payments for fiscal years beginning with remainder of fiscal year 2022 for capital leases having initial terms of more than one year and noncancelable operating leases were as follows:


			Operating Leases
	Capital Leases		Minimum Lease
in thousands	Obligations		Payments
Amount remaining in 2022	$	1,831	$	2,188
2023		3,780		4,829
2024		3,253		4,556
2025		2,477		4,110
2026		1,446		4,051
Thereafter		1,819		14,029
Total		14,606	$	33,763
Less amount representing interest		(2,964)
Total minimum lease payments		11,642
Less current maturities		(2,854)
Noncurrent maturities	$	8,788

Investments (Details)			1 Months Ended	3 Months Ended	6 Months Ended
Investments (Details)	Feb. 09, 2021 USD ($)	Mar. 18, 2019 USD ($) $ / shares	Aug. 31, 2021 USD ($) shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) item $ / shares	Dec. 31, 2020 USD ($)	Jun. 30, 2021 USD ($) $ / shares	Dec. 31, 2019 USD ($)
Investments
Number of investments \| item					2
Observable price changes					$ 0	$ 0
Cash consideration					2,000,000
Cost method investments					4,645,000		$ 2,645,000
Cash contributions						20,000,000
Cash		$ 9,000,000.0			$ 216,314,000		$ 201,466,000
Land		$ 4,200,000
Par value per share \| $ / shares					$ 0.001		$ 0.001
Change in fair value of warrants	$ 2,300,000
Redeemable noncontrolling interests					$ 18,900,000
Gain on consolidation				$ 10,900,000
Adventist Health System/West Joint Venture
Investments
Percentage of issued and outstanding equity interests		5.00%
Par value per share \| $ / shares		$ 0.001
Capital contributions		$ 25,000,000.0
Warrants right to purchase common stock	$ 15,000,000.0
Warrant exercise term	1 year
InnovAge Sacramento
Investments
Membership interest (as a percent)		59.90%
InnovAge Sacramento
Investments
Percentage of additional membership interest	0.10%			0.10%
PWD
Investments
Maximum exposure amount in VIE					$ 800,000
SH1
Investments
Partnership interest (as a percent)					0.01%
InnovAge California Pace-Sacramento, LLC
Investments
Cash contributions				$ 52,000
InnovAge California Pace-Sacramento, LLC \| Adventist Health System/West Joint Venture
Investments
Cash contributions		$ 5,800,000
InnovAge California Pace-Sacramento, LLC \| Eskaton
Investments
Cash contributions		$ 3,000,000.0
InnovAge California Pace-Sacramento, LLC \| InnovAge Sacramento \| Adventist Health System/West Joint Venture
Investments
Membership interest (as a percent)		26.40%
InnovAge California Pace-Sacramento, LLC \| InnovAge Sacramento \| Eskaton
Investments
Membership interest (as a percent)		13.70%
Jetdoc, Inc.
Investments
Shares acquired \| shares			806,481
Cash consideration			$ 2,000,000.0
Maximum exposure to loss of the cost method investments			$ 2,000,000.0
Dispatch Health Holdings, Inc.
Investments
Cost method investments								$ 2,600,000
Maximum exposure to loss of the cost method investments								$ 2,600,000
InnovAge Sacramento
Investments
Net loss, attributable to redeemable noncontrolling interest						$ (1,300,000)

Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2:Summary of Significant Accounting Policies

The Company described its significant accounting policies in Note 2, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended June 30, 2021 (“2021 10-K”). During the six months ended December 31, 2021, there were no significant changes to those accounting policies.

Basis of Preparation and Principles of Consolidation

The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such regulations. These financial statements have been prepared on a basis consistent with the accounting principles applied for the fiscal year ended June 30, 2021. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. The condensed consolidated financial statements include the accounts of InnovAge, its wholly owned subsidiaries, variable interest entities (“VIEs”)

for which it is the primary beneficiary and entities for which it has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation.

The Company does not have any components of comprehensive income and comprehensive income is equal to net income reported in the statements of operations for all periods presented.

Restatement of Prior Period Financial Statements

Subsequent to the issuance of the Company’s condensed 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. 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 restated the June 30, 2021 condensed consolidated financial statements to reflect this reclassification from permanent to temporary equity and to record the related adjustment to redemption value as of June 30, 2021. Management evaluated the materiality of this misstatement and concluded that it is not material to the prior period. 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

The effect of the restatement on the balances as of June 30, 2021 included in the consolidated statement of stockholders’ equity as of December 31, 2021 is as follows (in thousands):


				Redeemable
			Total Permanent	Noncontrolling
	Retained	Noncontrolling	Stockholders’	Interests
	Earnings	Interests	Equity	(Temporary Equity)
As Previously Reported
Balances, June 30, 2021	11,250	22,819	357,965	—
Adjustments
Balances, June 30, 2021	(587)	(16,399)	(16,986)	16,986
As Restated
Balances, June 30, 2021	10,663	6,420	340,979	16,986

Property and Equipment

Property and equipment were comprised of the following as of December 31, 2021 and June 30, 2021:


	Estimated
dollars in thousands	Useful Lives	December 31, 2021		June 30, 2021
Land	N/A	$	11,980	$	11,980
Buildings and leasehold improvements	10 - 40 years		121,644		104,724
Software	3 - 5 years		13,964		13,316
Equipment and vehicles	3 - 7 years		43,006		35,341
Construction in progress	N/A		12,164		22,130
			202,758		187,491
Less accumulated depreciation and amortization			(50,558)		(44,776)
Total property and equipment, net		$	152,200	$	142,715

Depreciation of $6.1 million and $5.6 million was recorded during the six months ended December 31, 2021 and 2020, respectively.

Coronavirus Pandemic (“COVID-19”)

In March 2020, the World Health Organization declared COVID-19 a pandemic. The global spread of COVID-19 has created significant volatility, uncertainty, and economic disruption. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including the Company and its employees, continue to take additional steps to avoid or reduce infection, including limiting travel and working from home. These measures are disrupting normal business operations both in and outside of affected areas and have had significant negative impacts on businesses worldwide. As a PACE organization, we have been and will continue to be impacted by the effects of COVID-19. We closed all our centers in March 2020 and transitioned to a 100% in-home and virtual care model. We believe that the general lack of in-person interaction and the reduction in healthcare personnel, and specifically, trained personnel, impacted our ability to adhere to the complex government laws and regulations that apply to our business. We remain committed to carrying out our mission of caring for our participants. We continue to closely monitor the impact of COVID-19 on all aspects of our business, including the impacts to our employees, participants and suppliers. Due to the numerous evolving factors, we are unable to reliably estimate the ultimate impact the pandemic will have on our consolidated financial condition, results of operations or cash flows.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into legislation. The CARES Act provided for $100.0 billion to healthcare providers, including hospitals on the front lines of the COVID-19 pandemic. Under the CARES Act, the state of Pennsylvania signed into law the Act 24 of 2020, which allocated $10.0 million of funding from the federal CARES Act to managed long term care organizations. Funding from the Act 24 of 2020 was to be used to cover necessary COVID-19 related costs incurred between March 1, 2020 and November 30, 2020 for entities in operation as of March 31, 2020. We received $1.0 million in funding under the Act 24 of 2020, which was allocated to InnovAge centers in Pennsylvania. Of the $1.0 million, $0.7 million was recognized prior June 30, 2020 and the remaining balance of $0.3 million was recognized during the year ended June 30, 2021. The CARES Act also provides for the temporary suspension of the automatic 2% reduction of Medicare claim reimbursements (sequestration) for the period of May 1, 2020 through December 31, 2020. The Consolidated Appropriations Act, 2021, enacted December 27, 2020, extended this suspension for three more months, through March 31, 2021. H.R. 1868, enacted on April14, 2021 further extends the suspension through December 31, 2021. On December 10, 2021 the “Protecting Medicare and American Farmers from Sequester Cuts Act” extends the 2% Medicare sequester moratorium through March 31, 2022, and adjusts the sequester to 1% between April 1, 2022 and June 30, 2022.

Recently Adopted Accounting Pronouncements

Income Taxes

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes Topic 740-Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. This guidance is effective for companies with fiscal years beginning after December 15, 2020, including interim periods therein, and early adoption is permitted. The Company adopted ASU 2019-12 during the quarter ended September 30, 2021 and it did not have a material effect on the Company’s condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

Leases

In February 2016, the FASB issued ASU 2016-02 Leases (“ASU 2016-02”), which was intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and

disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than 12 months. Additionally, this guidance will require disclosures to help investors and other financial statement users to better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. The guidance should be applied under a modified retrospective transition approach for leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements. Any leases that expire before the initial application date will not require any accounting adjustment. In June 2020, FASB issued ASU 2020-05 Revenue from contracts with customers (Topic 606) and leases (Topic 842)—Effective dates for certain entities which deferred the new lease standard effective date for the Company to December 15, 2022, with early adoption permitted. The Company will adopt this ASU in the fiscal year beginning July 1, 2022 and has not yet determined the effect of the standard on its ongoing financial reporting.

Financial Instruments

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), which requires entities to use a current expected credit loss (“CECL”) model to measure impairment for most financial assets that are not recorded at fair value through net income. Under the CECL model, an entity will estimate lifetime expected credit losses considering available relevant information about historical events, current conditions and supportable forecasts. The CECL model does not apply to available-for-sale debt securities. This guidance also expands the required credit loss disclosures and will be applied using a modified retrospective approach by recording a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2019-04 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adopt this guidance for the annual and interim reporting periods beginning July 1, 2023. The Company has not determined the effect of the standard on its condensed consolidated financial statements.

We do not expect that any other recently issued accounting guidance will have a significant effect on our condensed consolidated financial statements.

Commitments and Contingencies

6 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

Note 9: Commitments and Contingencies

Professional Liability

The Company pays fixed premiums for annual professional liability insurance coverage under a claims-made policy. Under such policy, only claims made and reported to the insurer are covered during the policy term, regardless of when the incident giving rise to the claim occurred. The Company records claim liabilities and expected recoveries, if any, at gross amounts. The Company is not currently aware of any unasserted claims or unreported incidents that are expected to exceed medical malpractice insurance coverage limits.

Litigation

From time to time, in the normal course of business, the Company is involved in or subject to legal proceedings related to its business, including those described below. The Company regularly evaluates the status of claims and legal proceedings in which it is involved in order to assess whether a loss is probable or there is a reasonable possibility that a

loss may have been incurred, and to determine if accruals are appropriate. The Company expenses legal costs as such costs are incurred.

On October 14, 2021, the Company was named as a defendant in a putative class action complaint filed in the District Court for the District of Colorado on behalf of individuals who purchased or acquired shares of the Company’s common stock during a specified period. Through the complaint, plaintiffs are asserting claims against the Company, certain of the Company’s officers and the underwriters in the Company’s IPO, alleging violations of Sections 11 and 15 of the Securities Act of 1933 for making allegedly inaccurate and misleading statements and omissions in connection with the Company’s IPO and seeking compensatory damages, among other things.

In July 2021, the Company received a civil investigative demand from the Attorney General for the State of Colorado under the Colorado Medicaid False Claims Act. The demand requests information and documents regarding Medicaid billing, patient services and referrals in connection with the Company’s PACE program in Colorado. We continue to fully cooperate with the Attorney General and produce the requested information and documentation. We are currently unable to predict the outcome of this investigation.

In February 2022, the Company received a civil investigative demand from the Department of Justice (“DOJ”) under the Federal False Claims Act on similar subject matter. The demand requests information and documents regarding audits, billing, orders tracking, and quality and timeliness of patient services in connection with the Company’s PACE programs in the states where the Company operates (California, Colorado, New Mexico, Pennsylvania, and Virginia). The Company is fully cooperating with the DOJ to produce the requested information and documentation. We are currently unable to predict the outcome of this investigation.

Although the results of legal proceedings and claims are inherently unpredictable and uncertain, we do not believe that the outcomes of the legal proceedings with which we are currently involved, based on the currently available information, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or cash flows, though the outcomes could be material to the Company’s operating results for any particular period; depending in part, upon the operating results of such period. Regardless of the outcome, litigation has the potential to have an adverse impact on us due to any related defense and settlement costs, diversion of management resources, and other factors.

Stock-based Compensation - Monte Carlo Option Pricing Model (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Dec. 31, 2021 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	2 years 10 months 24 days
Profits Interests Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost \| $	$ 8.2
Time Vesting Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost \| $	$ 5.0
Weighted-average period (in years)	10 months 24 days
Performance Vesting Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost \| $	$ 3.2
Time-based option awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	34.50%
Interest rate	0.83%
Dividend yield	0.00%
Weighted-average fair values \| $ / shares	$ 1.61
Fair value of underlying stock \| $ / shares	$ 7.89
Weighted-average period (in years)	2 years 9 months 18 days
Performance-based option awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period (in years)	3 years 9 months 18 days
Performance Based Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	34.50%
Expected term (in years)	5 years
Interest rate	1.56%
Dividend yield	0.00%
Weighted-average fair values \| $ / shares	$ 5.18
Fair value of underlying stock \| $ / shares	$ 7.89
Unrecognized compensation cost \| $	$ 1.3
Minimum \| Time-based option awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	2 years 10 months 24 days

Fair Value Measurements (Details) - USD ($)			6 Months Ended
Fair Value Measurements (Details) - USD ($)	Mar. 08, 2021	Aug. 07, 2018	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration		$ 20,000,000.0	$ 0		$ 0
Contingent consideration paid	$ 20,000,000.0
Transfers into Level 3			0	$ 0
Transfers out of Level 3			0	0
Other operating expense (income)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Changes in fair value				$ 1,000,000.0
InnovAge Sacramento
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Changes in fair value			$ 2,600,000
NewCourtland LIFE Program
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Purchase price		30,000,000.0
NewCourtland LIFE Program \| Maximum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration		$ 20,000,000.0

Goodwill and Intangible Assets (Tables)

6 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets

Summary of intangible assets by major class


		December 31,		June 30,
in thousands	2021		2021
Definite-lived intangible assets	$	6,600	$	6,600
Indefinite-lived intangible assets		2,000		2,000
Total intangible assets		8,600		8,600
Accumulated amortization		(2,413)		(2,082)
Balance as of end of period	$	6,187	$	6,518

Stock-based Compensation - 2021 Omnibus Incentive Plan (RSU Activity) (Details) - 2021 Omnibus Incentive Plan	6 Months Ended
	Dec. 31, 2021 $ / shares shares
Time Based Restricted Stock Units [Member]
Number of Units
Outstanding balance, June 30, 2021 \| shares	48,470
Granted \| shares	232,980
Forfeited \| shares	(5,170)
Outstanding balance, December 31, 2021 \| shares	276,280
Weighted-Average Grant Date FV
Outstanding balance, June 30, 2021 \| $ / shares	$ 22.87
Granted \| $ / shares	10.35
Forfeited \| $ / shares	23.95
Outstanding balance, December 31, 2021 \| $ / shares	$ 12.51
Performance Based Restricted Stock Units [Member]
Number of Units
Granted \| shares	258,767
Outstanding balance, December 31, 2021 \| shares	258,767
Weighted-Average Grant Date FV
Granted \| $ / shares	$ 5.18
Outstanding balance, December 31, 2021 \| $ / shares	$ 5.18

Goodwill and Intangible Assets - Intangible Asset by Major Class (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Intangible Assets, Net (Including Goodwill) [Abstract]
Definite-lived intangible assets	$ 6,600	$ 6,600
Indefinite-lived intangible assets	2,000	2,000
Total intangible assets	8,600	8,600
Accumulated amortization	(2,413)	(2,082)
Balance as of end of period	$ 6,187	$ 6,518

Goodwill and Intangible Assets (Details)	6 Months Ended
Goodwill and Intangible Assets (Details)	Dec. 31, 2021 USD ($) item	Dec. 31, 2020 USD ($)	Jun. 30, 2021 USD ($)
Goodwill and Intangible Assets
Goodwill	$ 124,217,000		$ 124,217,000
Number of reporting units \| item	3
Impairment of goodwill	$ 0	$ 0
Amortization expense	300,000	300,000
Intangible asset impairments	$ 0	$ 0

Stock-based Compensation - Performance-based Awards (Details) - Performance-based option awards $ / shares in Units, $ in Millions	6 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Number of Options
Granted (in shares) \| shares	776,299
Outstanding balance, December 31, 2021 \| shares	776,299
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding balance, June 30, 2020	$ 3.08
Granted	3.08
Outstanding balance, December 31, 2021	$ 3.08
Unrecognized compensation cost \| $	$ 2.3
Weighted-average period (in years)	3 years 9 months 18 days

Stock-based Compensation - Time-based Awards (Details) - Time-based option awards $ / shares in Units, $ in Millions	6 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Number of Options
Granted (in shares) \| shares	554,499
Outstanding balance, December 31, 2021 \| shares	554,499
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Granted \| $ / shares	$ 1.61
Outstanding balance, December 31, 2021 \| $ / shares	$ 1.61
Unrecognized compensation cost \| $	$ 0.9
Weighted-average period (in years)	2 years 9 months 18 days

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Dec. 31, 2021	Feb. 08, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-40159
Entity Registrant Name	InnovAge Holding Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-0710819
Entity Address, Address Line One	8950 E. Lowry Boulevard
Entity Address, City or Town	Denver
Entity Address State Or Province	CO
Entity Address, Postal Zip Code	80230
City Area Code	844
Local Phone Number	803-8745
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	INNV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		135,516,513
Entity Central Index Key	0001834376
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

Investments - Equity Method and Cost Method Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Investments
Cost method investments	$ 4,645	$ 2,645
Equity method investments	848	848
Total investments	$ 5,493	$ 3,493

Summary of Significant Accounting Policies - Effect of Restatement on Consolidated Statements of Stockholders' Equity (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders' Equity, Balances	$ 349,586	$ 350,116	$ 340,979	$ (31,289)	$ (61,422)	$ 107,750
Redeemable Noncontrolling Interests	18,850	16,431	16,986
Retained Earnings (Deficit)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders' Equity, Balances	17,695	18,936	10,663	15,330	5,626	64,737
Noncontrolling Interests
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders' Equity, Balances	$ 6,254	$ 6,326	6,420	$ 6,492	$ 6,589	$ 6,735
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders' Equity, Balances			357,965
As Previously Reported \| Retained Earnings (Deficit)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders' Equity, Balances			11,250
As Previously Reported \| Noncontrolling Interests
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders' Equity, Balances			22,819
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders' Equity, Balances			(16,986)
Redeemable Noncontrolling Interests			16,986
Adjustments \| Retained Earnings (Deficit)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders' Equity, Balances			(587)
Adjustments \| Noncontrolling Interests
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders' Equity, Balances			$ (16,399)

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 830
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.3-04)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 4I
-URI http://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 20
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 15: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Basis of Preparation and Principles of Consolidation

for which it is the primary beneficiary and entities for which it has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation.

The Company does not have any components of comprehensive income and comprehensive income is equal to net income reported in the statements of operations for all periods presented.

Restatement of Prior Period Financial Statements


	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

The effect of the restatement on the balances as of June 30, 2021 included in the consolidated statement of stockholders’ equity as of December 31, 2021 is as follows (in thousands):


				Redeemable
			Total Permanent	Noncontrolling
	Retained	Noncontrolling	Stockholders’	Interests
	Earnings	Interests	Equity	(Temporary Equity)
As Previously Reported
Balances, June 30, 2021	11,250	22,819	357,965	—
Adjustments
Balances, June 30, 2021	(587)	(16,399)	(16,986)	16,986
As Restated
Balances, June 30, 2021	10,663	6,420	340,979	16,986

Property and Equipment

Property and equipment were comprised of the following as of December 31, 2021 and June 30, 2021:


	Estimated
dollars in thousands	Useful Lives	December 31, 2021		June 30, 2021
Land	N/A	$	11,980	$	11,980
Buildings and leasehold improvements	10 - 40 years		121,644		104,724
Software	3 - 5 years		13,964		13,316
Equipment and vehicles	3 - 7 years		43,006		35,341
Construction in progress	N/A		12,164		22,130
			202,758		187,491
Less accumulated depreciation and amortization			(50,558)		(44,776)
Total property and equipment, net		$	152,200	$	142,715

Depreciation of $6.1 million and $5.6 million was recorded during the six months ended December 31, 2021 and 2020, respectively.

Coronavirus Pandemic ("COVID 19")

Coronavirus Pandemic (“COVID-19”)

Recently Adopted Accounting Pronouncements

Income Taxes

Recent Accounting Pronouncements Not Yet Adopted

Leases

Financial Instruments

We do not expect that any other recently issued accounting guidance will have a significant effect on our condensed consolidated financial statements.

Stock-based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 1,741	$ 45,959
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	90	45,387
Profits Interests Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	1,029	$ 572
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 622

Leases (Tables)

6 Months Ended

Dec. 31, 2021

Leases

Schedule of Company's capital leases


	December 31, 2021		June 30, 2021
in thousands
Equipment	$	16,412	$	13,302
Less accumulated depreciation		(6,284)		(7,081)
Total capital leases	$	10,128	$	6,221

Schedule of capital lease obligations


			Operating Leases
	Capital Leases		Minimum Lease
in thousands	Obligations		Payments
Amount remaining in 2022	$	1,831	$	2,188
2023		3,780		4,829
2024		3,253		4,556
2025		2,477		4,110
2026		1,446		4,051
Thereafter		1,819		14,029
Total		14,606	$	33,763
Less amount representing interest		(2,964)
Total minimum lease payments		11,642
Less current maturities		(2,854)
Noncurrent maturities	$	8,788

Schedule of operating lease minimum lease payments


			Operating Leases
	Capital Leases		Minimum Lease
in thousands	Obligations		Payments
Amount remaining in 2022	$	1,831	$	2,188
2023		3,780		4,829
2024		3,253		4,556
2025		2,477		4,110
2026		1,446		4,051
Thereafter		1,819		14,029
Total		14,606	$	33,763
Less amount representing interest		(2,964)
Total minimum lease payments		11,642
Less current maturities		(2,854)
Noncurrent maturities	$	8,788

Leases - Assets Under Lease (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Operating Leased Assets [Line Items]
Equipment	$ 202,758		$ 187,491
Less accumulated depreciation	(50,558)		(44,776)
Balance as of end of period	152,200		142,715
Rental expense	2,100	$ 2,300
Equipment under capital leases
Operating Leased Assets [Line Items]
Equipment	16,412		13,302
Less accumulated depreciation	(6,284)		(7,081)
Balance as of end of period	$ 10,128		$ 6,221

Segment Reporting (Details)	6 Months Ended
Segment Reporting (Details)	Dec. 31, 2021 Center division item segment
PACE
Segment Reporting Information [Line Items]
Number of operating segments	3
Number of reportable segments	1
Number of PACE participants \| item	7,050
Operating segments
Segment Reporting Information [Line Items]
Number of operating segments	5
Operating segments \| PACE
Segment Reporting Information [Line Items]
Number of geographic divisions \| division	3
Number of reportable segments	1
Number of PACE participants \| item	7,050
Number of PACE centers \| Center	18
Operating segments \| Others
Segment Reporting Information [Line Items]
Number of operating segments	2

Stock-based Compensation - Profits Interests Transactions and Number of Units Outstanding (Details)	6 Months Ended
	Dec. 31, 2021 $ / shares shares
Time Vesting Units
Number of Units
Outstanding balance, June 30, 2021 \| shares	6,587,261
Forfeited \| shares	(547,959)
Outstanding balance, December 31, 2021 \| shares	6,039,302
Weighted-Average Grant Date FV
Outstanding balance, June 30, 2021 \| $ / shares	$ 1.28
Forfeited \| $ / shares	1.28
Outstanding balance, December 31, 2021 \| $ / shares	$ 1.28
Performance Vesting Units
Number of Units
Outstanding balance, June 30, 2021 \| shares	6,223,262
Forfeited \| shares	(728,254)
Outstanding balance, December 31, 2021 \| shares	5,495,008
Weighted-Average Grant Date FV
Outstanding balance, June 30, 2021 \| $ / shares	$ 0.57
Forfeited \| $ / shares	0.57
Outstanding balance, December 31, 2021 \| $ / shares	$ 0.57

Summary of Significant Accounting Policies - Effect of Restatement on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Redeemable Noncontrolling Interests (See Note 4)	$ 18,850	$ 16,431	$ 16,986
Stockholders' Equity
Retained earnings	17,695		10,663
Total InnovAge Holding Corp.	343,332		334,559
Noncontrolling interests	6,254		6,420
Total stockholders' equity	$ 349,586	$ 350,116	340,979	$ (31,289)	$ (61,422)	$ 107,750
As Previously Reported
Stockholders' Equity
Retained earnings			11,250
Total InnovAge Holding Corp.			335,146
Noncontrolling interests			22,819
Total stockholders' equity			357,965
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Redeemable Noncontrolling Interests (See Note 4)			16,986
Stockholders' Equity
Retained earnings			(587)
Total InnovAge Holding Corp.			(587)
Noncontrolling interests			(16,399)
Total stockholders' equity			$ (16,986)

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).

+ References + Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

- Definition

+ References

+ Details

Business

6 Months Ended

Dec. 31, 2021

Business

Business

Note 1:Business

InnovAge Holding Corp. (formerly, TCO Group Holdings, Inc.) was formed May 13, 2016, to acquire the business of Total Community Options, Inc. d/b/a InnovAge, which was formed in May 2007. In connection with the Company’s initial public offering (“IPO”), which occurred in March 2021, we changed the name of our Company from TCO Group Holdings, Inc. to InnovAge Holding Corp.

InnovAge Holding Corp. and its subsidiaries, which are headquartered in Denver, Colorado have a record of innovation, quality, and sensitivity to the needs of participants and staff. The Company manages, and in many cases directly provides, a broad range of medical and ancillary services for seniors in need of care and support to safely live independently in their homes and communities, including in-home care services (skilled, unskilled and personal care); in-center services such as primary care, physical therapy, occupational therapy, speech therapy, dental services, mental health and psychiatric services, meals, and activities; transportation to the Program of All-Inclusive Care for the Elderly (“PACE”) center and third-party medical appointments; and care management. The Company manages its business as one reportable segment, PACE.

As of December 31, 2021, the Company served approximately 7,050 PACE participants, making it the largest PACE provider in the United States of America (the “U.S.”) based upon participants served, and operates 18 PACE centers across Colorado, California, New Mexico, Pennsylvania and Virginia.

PACE is a fully-capitated managed care program, which serves the frail elderly, and predominantly dual-eligible, population in a community-based service model. InnovAge is obligated to provide and participants receive all needed healthcare services through an all-inclusive, coordinated model of care, and the Company is at risk for 100% of healthcare costs incurred with respect to the care of its participants. PACE programs receive capitation payments directly from Medicare Parts C and D, Medicaid, Veterans Administration (“VA”), and private pay sources. Additionally, under the Medicare Prescription Drug Plan, the Centers for Medicare and Medicaid Services (“CMS”) share part of the risk for providing prescription medication to the Company’s participants.

On March 8, 2021, we completed our IPO. The Company’s common stock began trading on the Nasdaq Stock Market LLC (“NASDAQ”) under the ticker symbol “INNV”.

Earnings per Share

6 Months Ended

Dec. 31, 2021

Earnings per Share

Earnings per Share

Note 13: Earnings per Share

Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company’s common stock during the applicable period. When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. When net income from continuing operations exists, performance-based units, are omitted from the calculation of diluted EPS until it is determined that the performance criteria has been met at the end of the reporting period.

The following table sets forth the computation of basic and diluted net loss per common share:


	Three months ended December 31,				Six months ended December 31,
in thousands, except share values	2021		2020		2021		2020
Net income (loss) attributable to InnovAge Holding Corp.	$	1,323	$	9,705	$	9,009	$	(39,950)
Weighted average common shares outstanding (basic)		135,516,513		116,520,612		135,516,513		118,795,021
Earnings (loss) per share - basic	$	0.01	$	0.08	$	0.07	$	(0.34)

Dilutive shares		—		—		—		—
Weighted average common shares outstanding (diluted)		135,516,513		116,520,612		135,516,513		118,795,021
Earnings (loss) per share -diluted	$	0.01	$	0.08	$	0.07	$	(0.34)

Long Term Debt (Tables)

6 Months Ended

Dec. 31, 2021

Long Term Debt

Schedule of long-term debt


	Interest rate	Maturity date	December 31, 2021		June 30, 2021

			in thousands
Senior secured borrowings:
Term Loan Facility	(a)	March 8, 2026	$	73,125	$	75,000
Revolving Credit Facility (b)	(a)	March 8, 2026		—		—
Convertible term loan	6.68%	August 20, 2030		2,348		2,367
Total debt				75,473		77,367
Less unamortized debt issuance costs				1,788		2,003
Less current maturities				3,792		3,790
Noncurrent maturities			$	69,892	$	71,574

(a)

The interest rates on the Term Loan Facility and Revolving Credit Facility are described below.

(b)

The remaining capacity under the Revolving Credit Facility as of December 31, 2021 was $100.0 million, subject to (i) any issued amounts under our letters of credit, which as of December 31, 2021 was $2.2 million, and (ii) applicable covenant compliance restrictions and any other conditions precedent to borrowing.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Long Term Debt

6 Months Ended

Dec. 31, 2021

Long Term Debt

Long Term Debt

Note 8. Long Term Debt

Long-term debt consisted of the following at December 31, 2021 and June 30, 2021:


	Interest rate	Maturity date	December 31, 2021		June 30, 2021

			in thousands
Senior secured borrowings:
Term Loan Facility	(a)	March 8, 2026	$	73,125	$	75,000
Revolving Credit Facility (b)	(a)	March 8, 2026		—		—
Convertible term loan	6.68%	August 20, 2030		2,348		2,367
Total debt				75,473		77,367
Less unamortized debt issuance costs				1,788		2,003
Less current maturities				3,792		3,790
Noncurrent maturities			$	69,892	$	71,574

(a)

The interest rates on the Term Loan Facility and Revolving Credit Facility are described below.

(b)

2016 Credit Agreement

The Company originally entered into a senior secured borrowing agreement (the “2016 Credit Agreement”) on May 13, 2016, that consisted of a senior secured term loan for $75.0 million and a revolving credit facility for $20.0 million. The 2016 Credit Agreement was subsequently amended (i) on May 2, 2019 to increase the senior secured term loan to $190.0 million and a revolving credit facility for $30.0 million and a delayed draw term loan facility (“DDTL”) for $45.0 million and (ii) on July 27, 2020, to increase the senior secured term loan to $300.0 million, the revolving credit facility to $40.0 million and to terminate the DDTL. The structure of the July 27, 2020 amendment to the 2016 Credit Agreement led to an extinguishment of debt for certain lenders and a modification of debt for other lenders. The total debt structure extinguishment for certain lenders was $57.1 million, and the write off of $1.0 million in debt issuance costs was recorded in loss on extinguishment of debt for the six months ended December 31, 2020. The total debt structure that was modified was $250.0 million, while the new debt issued was $50.0 million, which resulted in $9.1 million of capitalized

debt issuance costs. Total amortization of deferred financing costs was $0.7 million for the six months ended December 31, 2020.

Concurrent with the Company’s entry into the 2021 Credit Agreement (as defined below), the Company terminated and repaid in full all outstanding indebtedness under the 2016 Credit Agreement.

2021 Credit Agreement

On March 8, 2021, concurrently with the closing of the IPO, the Company entered into a new credit agreement (the “2021 Credit Agreement”) that replaced the 2016 Credit Agreement. The 2021 Credit Agreement consists of a senior secured term loan (the “Term Loan Facility”) of $75.0 million principal amount and a revolving credit facility (the “Revolving Credit Facility”) of $100.0 million maximum borrowing capacity. Loans under the 2021 Credit Agreement are secured by substantially all of the Company’s assets. Principal on the Term Loan Facility is paid each calendar quarter beginning September 2021 in an amount equal to 1.25% of the initial term loan on closing date. Proceeds of the Term Loan Facility, together with proceeds from the IPO, were used to repay amounts outstanding under the 2016 Credit Agreement.

Outstanding principal amounts under the 2021 Credit Agreement accrue interest at a variable interest rate. As of December 31, 2021, the interest rate on the Term Loan Facility was 1.84%. Under the terms of the 2021 Credit Agreement, the Revolving Credit Facility fee accrues at 0.25% of the average daily unused amount and is paid quarterly. As of December 31, 2021, we had no borrowings outstanding under the Revolving Credit Facility.

The 2021 Credit Agreement requires the Company to meet certain operational and reporting requirements, including, but not limited to, a secured net leverage ratio. Additionally, annual capital expenditures and permitted investments, including acquisitions, are limited to amounts specified in the 2021 Credit Agreement. The 2021 Credit Agreement also provides certain restrictions on dividend payments and other equity transactions and requires the Company to make prepayments under specified circumstances. As of December 31, 2021, the Company was in compliance with the covenants of the 2021 Credit Agreement.

The deferred financing costs of $2.0 million are amortized over the term of the underlying debt and unamortized amounts have been offset against long-term debt in the consolidated balance sheets. Total amortization of deferred financing costs was $0.2 million for the six months ended December 31, 2021.

Convertible Term Loan

On June 29, 2015, SH1 entered into a convertible term loan. Monthly principal and interest payments of $0.02 million commenced on September 1, 2015. The loan is secured by a deed of trust to Public Trustee, assignment of leases and rents, security agreements, and SH1’s fixture filing.

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Earnings per Share
Net income (loss) attributable to InnovAge Holding Corp.	$ 1,323	$ 9,705	$ 9,009	$ (39,950)
Weighted average common shares outstanding (basic)	135,516,513	116,520,612	135,516,513	118,795,021
Earnings (loss) per share - basic	$ 0.01	$ 0.08	$ 0.07	$ (0.34)
Weighted average common shares outstanding (diluted)	135,516,513	116,520,612	135,516,513	118,795,021
Earnings (loss) per share -diluted	$ 0.01	$ 0.08	$ 0.07	$ (0.34)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Fair Value Measurements

6 Months Ended

Dec. 31, 2021

Fair Value Measurements

Fair Value Measurements

Note 5:Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants, at the measurement date. A fair value hierarchy was established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources outside the reporting entity. Unobservable inputs are inputs that reflect the Company’s own assumptions based on market data and assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The sensitivity to changes in inputs and their impact on fair value measurements can be significant.

The three levels of inputs that may be used to measure fair value are:

Level 1

Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date

Level 2

Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the assets or liabilities

Level 3

Unobservable inputs to the valuation techniques that are significant to the fair value measurements of the assets or liabilities

Recurring Measurements

The Company’s investment in InnovAge Sacramento includes a put right for the noncontrolling interest holders to require the Company to repurchase the interest of the noncontrolling interest holders at fair value, after the initial term of the management services agreement in 2028. As a result, at each fiscal period end the Company reports this put right at the greater of i) carrying value of the redeemable noncontrolling interest or (ii) fair value of the redeemable noncontrolling interest. Because this asset does not have observable inputs, level 3 inputs are used to measure fair value. As of December 31, 2021, the Company recorded an adjustment to redemption value related to the redeemable noncontrolling interest of $2.6 million. This adjustment represents the excess amount of fair value over the carrying value as of December 31, 2021. The fair value of the redeemable noncontrolling interest is determined utilizing a discounted cash flow model.

Effective August 7, 2018, the Company finalized the acquisition of NewCourtland LIFE Program (“NewCourtland”) in Pennsylvania. The Company paid a base purchase price of $30.0 million, subject to certain net working capital and closing adjustments plus contingent consideration of up to $20.0 million. On March 8, 2021, we completed our IPO, which satisfied the condition that the Company sell equity securities pursuant to an effective registration statement. Accordingly, $20.0 million of contingent consideration was paid under the terms of the acquisition agreement. Since all of the contingent consideration of $20.0 million was paid, the lease payments in certain real estate leases between the Company and NewCourtland were reduced from their current amounts and allow the Company to exercise its option to purchase the leased buildings at fair market value, after the initial term of the lease.

Change in fair value of $1.0 million was recorded in other operating expense (income) for the six months ended December 31, 2020. As of June 30, 2021 and December 31, 2021, there are no amounts of contingent consideration outstanding.

There were no transfers in and out of Level 3 during the six months ended December 31, 2021 or 2020.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock-based Compensation - 2021 Omnibus Incentive Plan (Details) $ in Millions	6 Months Ended
	Dec. 31, 2021 USD ($) shares
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized \| shares	14,700,000
Vesting period	3 years
Percentage of vesting	33.33%
Performance Based Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 1.3
Time Based Restricted Stock Units [Member] \| 2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 3.0
Weighted-average period (in years)	2 years
Performance-based option awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average period (in years)	3 years 9 months 18 days

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Schedule of effect of restatement on financial statements

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

The effect of the restatement on the balances as of June 30, 2021 included in the consolidated statement of stockholders’ equity as of December 31, 2021 is as follows (in thousands):


				Redeemable
			Total Permanent	Noncontrolling
	Retained	Noncontrolling	Stockholders’	Interests
	Earnings	Interests	Equity	(Temporary Equity)
As Previously Reported
Balances, June 30, 2021	11,250	22,819	357,965	—
Adjustments
Balances, June 30, 2021	(587)	(16,399)	(16,986)	16,986
As Restated
Balances, June 30, 2021	10,663	6,420	340,979	16,986

Schedule of property and equipment


	Estimated
dollars in thousands	Useful Lives	December 31, 2021		June 30, 2021
Land	N/A	$	11,980	$	11,980
Buildings and leasehold improvements	10 - 40 years		121,644		104,724
Software	3 - 5 years		13,964		13,316
Equipment and vehicles	3 - 7 years		43,006		35,341
Construction in progress	N/A		12,164		22,130
			202,758		187,491
Less accumulated depreciation and amortization			(50,558)		(44,776)
Total property and equipment, net		$	152,200	$	142,715

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Activities
Net income (loss)	$ 8,730	$ (40,193)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Loss on disposal of assets	465
Provision for uncollectible accounts	2,883	2,712
Depreciation and amortization	6,585	5,951
Loss on extinguishment of long-term debt		991
Amortization of deferred financing costs	215	652
Stock-based compensation	1,741	572
Deferred income taxes	3,380	6,084
Loss in equity of nonconsolidated entities		1,342
Change in fair value of contingent consideration		(1,011)
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable, net	(3,589)	4,171
Prepaid expenses and other	(209)	(385)
Income tax receivable	757	1,738
Deposits and other	(89)	(315)
Accounts payable and accrued expenses	7,596	2,351
Reported and estimated claims	1,373	6,204
Due to Medicaid and Medicare	1,739	8,393
Net cash provided by (used in) operating activities	31,577	(743)
Investing Activities
Purchases of property and equipment	(11,681)	(11,464)
Purchase of intangible assets		(2,000)
Purchase of cost method investment	(2,000)
Net cash used in investing activities	(13,681)	(13,464)
Financing Activities
Distributions to owners		(9,457)
Owner contributions		20,000
Payments on capital lease obligations	(1,154)	(1,079)
Proceeds from long-term debt		300,000
Principal payments on long-term debt	(1,894)	(213,390)
Payment of financing costs and debt premiums		(7,478)
Treasury stock purchases		(77,603)
Payments related to option cancellation		(32,358)
Net cash used in financing activities	(3,048)	(21,365)
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS & RESTRICTED CASH	14,848	(35,572)
CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD	203,700	114,565
CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD	218,548	78,993
Supplemental Cash Flows Information
Interest paid	984	8,154
Income taxes paid	84	1,638
Property and equipment included in accounts payable	1,004	217
Property and equipment purchased under capital leases	$ 5,653	$ 3,527

Equity

6 Months Ended

Dec. 31, 2021

Equity

Equity

Note 10: Equity

Equity Owner Transaction

On July 27, 2020, InnovAge Holding Corp. (formerly TCO Group Holdings, Inc.), Ignite Aggregator LP (“Purchaser”), and the former equity holders of InnovAge Holding Corp. (“Sellers”) entered into a Securities Purchase Agreement (the “Agreement”), effective July 27, 2020. Under the terms of the Agreement, the Sellers sold a portion of their equity interest to the Purchaser. The Purchaser and the Sellers then contributed their equity interests in the Company to a newly formed limited partnership, TCO Group Holdings, L.P. (the “LP”) resulting in the Company being wholly owned by the LP.

Concurrently with the entry into the Agreement, the Company amended and restated its 2016 Credit Agreement, see Note 8, “Long Term Debt” for further discussion. A portion of the proceeds from the 2016 Credit Agreement were used by the Company to repurchase 16,095,819 shares of its common stock for $77.6 million from certain members of management, including certain members of the Board of Directors, and certain members of our equity partner. The common stock was then recognized as Treasury stock. The Treasury stock was retired in March 2021.

Additionally, as part of the Agreement, the Company executed an Option Cancellation Agreement (the “Cancellation Agreement”), which canceled the Company’s common stock option awards of 16,994,975 granted under the 2016 Equity Incentive Plan for $74.6 million. Such cancellation resulted in a settlement of the awards. Vesting of the contingent performance-based awards was not deemed probable at the time of the settlement resulting in the settlement of the contingent performance-based awards being recorded as Corporate, general and administrative. Vesting of the time vesting

awards was deemed probable at the time of the settlement resulting in a portion of the settlement of the time vesting awards being recorded as Corporate, general and administrative expense and the remainder being recorded as a reduction to Additional paid-in capital. Of the total settlement, $45.4 million was recorded as Corporate, general and administrative expense and $32.4 million was recorded as a reduction to Additional paid-in capital. The Cancellation Agreement resulted in the option holders receiving the same amount of cash that they would have received had they exercised their options, participated in the repurchase described above and sold their remaining shares.

As part of the transaction, for the six months ended December 31, 2020, the Company incurred $22.6 million in transaction costs, of which $13.1 million was recognized as Corporate, general and administrative expense and $9.5 million was recognized as a distribution to owners as the costs were paid on behalf of the owners. These costs were recorded during the six months ended December 31, 2020.

Revenue Recognition - Source of Revenue (Details) - Capitated revenues - Customer concentration risk	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Risk percentage	100.00%	100.00%
Medicaid
Disaggregation of Revenue [Line Items]
Risk percentage	54.00%	52.00%
Medicare
Disaggregation of Revenue [Line Items]
Risk percentage	46.00%	47.00%
Private pay and other
Disaggregation of Revenue [Line Items]
Risk percentage		1.00%
Private pay and other \| Maximum
Disaggregation of Revenue [Line Items]
Risk percentage	1.00%	1.00%

Segment Reporting

6 Months Ended

Dec. 31, 2021

Segment Reporting

Segment Reporting

Note 14: Segment Reporting

The Company applies ASC Topic 280, "Segment Reporting," which establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about operations, major customers and the geographies in which the entity holds material assets and reports revenue. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the Company’s chief executive officer, who is the chief operating decision maker (“CODM”), and for which discrete financial information is available. The Company has determined that it has five operating segments, three of which are related to the Company’s PACE offering. The PACE-related operating segments are based on three geographic divisions, which are West, Central, and East. Due to the similar economic characteristics, nature of services, and customers, we have aggregated our West, Central, and East operating segments into one reportable segment for PACE. The Company’s remaining two operating segments relate to Homecare and Senior Housing, which are immaterial operating segments, and are shown below as "Other" along with certain corporate unallocated expenses.

As of December 31, 2021, the Company served approximately 7,050 PACE participants, making it the largest PACE provider in the U.S. based upon participants served, and operates 18 PACE centers across Colorado, California, New Mexico, Pennsylvania and Virginia. PACE, an alternative to nursing homes, is a managed care, capitated program, which serves the frail elderly in a community-based service model. Participants receive all medical services through a comprehensive, consolidated model of care. Capitation payments are received from Medicare parts C and D; Medicaid; the VA, and private pay sources. The Company is at risk for all health and allied care costs incurred with respect to the care of its participants, although it does negotiate discounted rates with its provider network consisting of hospitals, nursing homes, assisted living facilities, and medical specialists. Additionally, under the Medicare Prescription Drug Plan, CMS shares part of the risk for providing prescription medication to the Company’s participants.

The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability. The Company does not review assets by segment and therefore assets by segment are not disclosed below. For the periods presented, all of the Company’s long-lived assets were located in the U.S. and all revenue was earned in the U.S.

The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its segments. Center-level Contribution Margin is defined as total revenues less external provider costs and cost of care (excluding depreciation and amortization), which includes all medical and pharmacy costs. The Company allocates corporate level expenses to its segments with a majority of the allocation going to the PACE segment.

The following table summarizes the operating results regularly provided to the CODM by reportable segment for the six months ended:


	December 31, 2021						December 31, 2020
in thousands	PACE		All other⁽¹⁾		Totals		PACE		All other⁽¹⁾		Totals
Capitation revenue	$	347,518	$	—	$	347,518	$	308,459	$	—	$	308,459
Other service revenue		69		833		902		277		1,141		1,418
Total revenues		347,587		833		348,420		308,736		1,141		309,877
External provider costs		181,045		—		181,045		148,826		—		148,826
Cost of care, excluding depreciation and amortization		82,579		1,060		83,639		74,712		1,645		76,357
Center-level Contribution Margin		83,963		(227)		83,736		85,198		(504)		84,694
Overhead costs⁽²⁾		62,551		(13)		62,538		96,049		—		96,049
Depreciation and amortization		6,370		215		6,585		5,622		329		5,951
Equity loss		—		—		—		1,342		—		1,342
Other operating income		—		—		—		(1,011)		—		(1,011)
Interest expense, net		(1,120)		(101)		(1,221)		(12,276)		90		(12,186)
Loss on extinguishment of debt		—		—		—		(991)		—		(991)
Other income		(464)		(1)		(465)		44		—		44
Income (Loss) Before Income Taxes	$	13,458	$	(531)	$	12,927	$	(30,027)	$	(743)	$	(30,770)

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

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Goodwill and Intangible Assets

6 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Note 6:Goodwill and Intangible Assets

Goodwill, which represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions. Goodwill amounted to $124.2 million at each of December 31, 2021 and June 30, 2021. Goodwill is not amortized.

Pursuant to ASC 350, “Intangibles – Goodwill and Other,” we review the recoverability of goodwill annually as of April 1 or whenever significant events or changes occur which might impair the recovery of recorded amounts. For purposes of the annual goodwill impairment assessment, the Company has identified three reporting units. There were no indicators of impairment identified and no goodwill impairments recorded during the six months ended December 31, 2021 and 2020.

Intangibles assets consisted of the following as of:


		December 31,		June 30,
in thousands	2021		2021
Definite-lived intangible assets	$	6,600	$	6,600
Indefinite-lived intangible assets		2,000		2,000
Total intangible assets		8,600		8,600
Accumulated amortization		(2,413)		(2,082)
Balance as of end of period	$	6,187	$	6,518

Intangible assets consist of customer relationships acquired through business acquisitions. The Company recorded amortization expense of $0.3 million for both the six months ended December 31, 2021 and 2020, respectively.

We review the recoverability of other intangible assets in conjunction with long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. There were no intangible asset impairments recorded during the six months ended December 31, 2021 and 2020.

During the six months ended December 31, 2021, the market value of our common stock declined below the carrying value of equity. We were required to qualitatively assess whether a triggering event had occurred and whether it was more likely than not that our goodwill was impaired as of December 31, 2021. On September 17, 2021, we were notified that CMS had determined to suspend new enrollments at our Sacramento center based on deficiencies detected in an audit related to participant quality of care, and on September 30, 2021, we were further notified that the State of California had followed in the determination of such sanctions. On December 22, 2021, we were notified that CMS had determined to suspend new enrollments at our Colorado centers based on deficiencies detected in an audit related to participant quality of care, and on December 23, 2021, we were further notified that the Colorado Department of Health Care Policy and Financing (“HCPF”) intended to issue similar sanctions. In each case, the suspension will remain in effect until CMS and the respective States determine that we have remediated the deficiencies to their satisfaction. We believe this continued decline in common stock price was the market reaction to the additional enrollment suspensions.

Based on our interim qualitative assessment as of December 31, 2021, we determined that it was more-likely-than-not that the fair value of the Company was greater than the net book value and that we did not have a “triggering event” requiring a quantitative or Step 1 assessment of Goodwill. Our review of macroeconomic and industry considerations, the Company's financial results of the central region and west region reporting units for the six months ended December 31, 2021 and financial projections for the full fiscal year 2022, inclusive of a sustained impact of the enrollment suspension in each case, were consistent with the expectations and sensitivities assessed as part of our annual goodwill impairment performed in the fourth quarter of fiscal year 2021. If assumptions or estimates in the fair value calculations change or if future cash flows vary from what was expected, including those assumptions relating to the duration and severity of the financial impact of the enrollment suspension at Sacramento and Colorado, this may impact the impairment analysis and could reduce the underlying cash flows used to estimate fair values and result in a decline in fair value that may trigger future impairment charges.

Revenue Recognition - Concentration of Net Receivable (Details) - Accounts Receivable - Customer concentration risk	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Risk percentage	100.00%	100.00%
Medicaid
Disaggregation of Revenue [Line Items]
Risk percentage	49.00%	60.00%
Medicare
Disaggregation of Revenue [Line Items]
Risk percentage	42.00%	20.00%
Private pay and other
Disaggregation of Revenue [Line Items]
Risk percentage	9.00%	20.00%

Investments

6 Months Ended

Dec. 31, 2021

Investments

Investments

Note 4:Investments

The Company holds equity method and cost method investments as of:


		December 31,		June 30,
in thousands	2021		2021
Cost method investments	$	4,645	$	2,645
Equity method investments		848		848
Total investments	$	5,493	$	3,493

Nonconsolidated Entities

Cost Method Investments

The Company maintains two investments that are accounted for using the cost method. The investments do not have a readily determinable fair value and the Company has elected to record the investments at cost, less impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. During the six months ended December 31, 2021 and 2020, there were no observable price changes or impairments recorded.

Jetdoc

In August 2021, the Company acquired a minority interest equal to 806,481 shares of the outstanding common

stock of Jetdoc, Inc. (“Jetdoc”), a telehealth and virtual urgent care app dedicated to effectively connecting users with medical professionals, for cash consideration of $2.0 million. The balance of the Company’s investment in Jetdoc is $2.0 million which represents the maximum exposure to loss.

Dispatch Health

Since 2019, the Company has maintained an investment of $2.6 million in DispatchHealth Holdings, Inc. (“Dispatch Heath”). Dispatch Health offers complete in-home on-demand healthcare. The balance of the Company’s investment is $2.6 million which represents the maximum exposure to loss.

Equity Method Investments

Pinewood Lodge

The Company’s operations include a Senior Housing unit that primarily includes the accounts of Continental Community Housing (“CCH”), the general partner of Pinewood Lodge, LLP (“ PWD”) which was organized to develop,

construct, own, maintain, and operate certain apartment complexes intended for rental to low-income elderly individuals aged 62 or older.

PWD is a VIE, but the Company is not the primary beneficiary. The Company does not have the power to direct the activities that most significantly impact the economic performance of PWD. Accordingly, the Company does not consolidate PWD. PWD is accounted for using the equity method of accounting. The equity earnings of PWD are insignificant. As of December 31, 2021, the balance of the Company’s investment in PWD is $0.8 million which represents the maximum exposure to loss.

Noncontrolling Interest

Senior Housing

The Company’s operations include a 0.01% partnership interest in InnovAge Senior Housing Thornton, LLC (“SH1”), which was organized to develop, construct, own, maintain, and operate certain apartment complexes intended for rental to low-income elderly individuals aged 62 or older.

SH1 is a VIE. The Company is the primary beneficiary of SH1 and consolidates SH1. The Company is the primary beneficiary of SH1 as it has the power to direct the activities that are most significant to SH1 and has an obligation to absorb losses or the right to receive benefits from SH1. The most significant activity of SH1 is the operation of the senior housing facility. The Company has provided a subordinated loan to SH1 and has provided a guarantee for a convertible term loan held by SH1.

Redeemable Noncontrolling Interest

InnovAge Sacramento

On March 18, 2019, in connection with the formation of InnovAge Sacramento, the joint venture with Adventist Health System/West (“Advestist”) and Eskaton Properties, Incorporated (“Eskaton”), the Company contributed $9.0 million in cash and land valued at $4.2 million for a 59.9% membership interest in the joint venture, InnovAge Sacramento. Further, Adventist contributed $5.8 million in cash and Eskaton contributed $3.0 million in cash for membership interests of 26.4% and 13.7%, respectively.

Prior to January 1, 2021, the Company did not consolidate InnovAge Sacramento. In the third quarter of fiscal year 2021, the Company made an additional contribution of $52,000 to obtain an additional 0.1% membership interest in the joint venture. With the acquisition of the additional 0.1% membership interest, the Company obtained control of InnovAge Sacramento effective January 1, 2021. Accordingly, beginning January 1, 2021, the results of InnovAge Sacramento are included in our consolidated results of operations.

Before consolidation, the Company recorded its proportionate share of net loss, which was a loss of $1.3 million for the six months ended December 31, 2020, as equity loss in the statement of operations.

When the joint venture was formed, the Company issued warrants to Adventist (the “Sacramento Warrants”) to purchase 5% of its issued and outstanding common stock par value $0.001 per share, at an exercise price equal to the fair market value per share at the time of exercise of the warrant. Pursuant to the original warrants, the Sacramento Warrants were to fully vest on the date on which Adventist would have made aggregate capital contributions in an amount greater than $25.0 million to one or more joint venture entities in which Adventist and the Company held equity (the “Investment Threshold”).

On February 9, 2021, we entered into an amendment agreement with Adventist to amend the Sacramento Warrants. The amendment removes the Investment Threshold requirement and grants Adventist the right to purchase up to $15.0 million of our common stock at an exercise price equal to the initial public offering price. The warrant is exercisable

for one year beginning March 8, 2021, the date of the consummation of our IPO. As of December 31, 2021, Adventist had not exercised any warrants.

At inception, the Sacramento Warrants were initially determined to be equity-based payments to nonemployees and as such the measurement date for these warrants was considered to be the date when the Investment Threshold is reached. At the time of the amendment, due to the removal of the Investment Threshold, the Sacramento Warrants were evaluated under ASC 815-40, “Contracts in an Entity’s Own Equity,” which resulted in a liability classification from the date of the amendment through completion of our IPO, due to the variable amount of shares which could be issued. Upon completion of the IPO, the number of shares to be issued were no longer variable, which resulted in the warrants being recorded in equity. A charge of $2.3 million, representing the fair value of the Sacramento Warrants from inception through the date of completion of the IPO, was recorded in other income (expense) in the condensed consolidated statement of operations.

As described above, we obtained control of InnovAge Sacramento through acquisition of an additional 0.1% membership interest, which we consider to be a step acquisition, whereby the Company remeasured the previously held equity method investment to fair value. The amount by which the purchase price exceeds the fair value of the net assets acquired is recorded as goodwill. The fair value of the previously held equity investments was determined using a discounted cash flow model. This resulted in recording a gain on consolidation of $10.9 million during the third quarter of fiscal year 2021.

The InnovAge California PACE-Sacramento LLC Limited Liability Company Agreement (the “JV Agreement”) includes numerous provisions whereby, if certain conditions are met, the Joint Venture may be required to purchase, at fair market value, certain members’ interests or certain members may be required to purchase, at fair market value, the interests of certain other members. As of December 31, 2021, none of the conditions specified in the JV Agreement had been met. At the time the Company became a publicly traded company these put rights held by the noncontrolling interests of the Joint Venture were required to be presented as temporary equity. The fair value of the redeemable noncontrolling interest as of December 31, 2021 was $18.9 million.

Long Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Debt Instrument [Line Items]
Total debt	$ 75,473	$ 77,367
Less unamortized debt issuance costs	1,788	2,003
Less current maturities	3,792	3,790
Noncurrent maturities	69,892	71,574
Senior secured term loan
Debt Instrument [Line Items]
Total debt	73,125	75,000
Convertible term loan
Debt Instrument [Line Items]
Total debt	$ 2,348	$ 2,367
Interest rate (as a percent)	6.68%	6.68%

Revenue Recognition

6 Months Ended

Dec. 31, 2021

Revenue Recognition

Revenue Recognition

Note 3:Revenue Recognition

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performed the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue as the entity satisfies a performance obligation.

Capitation Revenue and Accounts Receivable

Our capitation revenue relates to contracts with participants in which our performance obligation is to provide healthcare services to the participants. Revenues are recorded during the period our obligations to provide healthcare services are satisfied as noted below within each service type. The Company contracts directly with Medicare and Medicaid on a per member, per month (“PMPM”) basis. We receive 100% of the pooled capitated payment to directly provide or manage the healthcare needs of our participants.

Fees are recorded gross in revenues because the Company is acting as a principal in providing for or overseeing comprehensive care provided to the participants. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers.

In general, a participant enrolls in the PACE program and is considered a customer of InnovAge. The Company considers all contracts with participants as a single performance obligation to provide comprehensive medical, health, and social services that integrate acute and long-term care. The Company identified that contracts with customers in the PACE

program have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company provides comprehensive care to its participants.

Our revenues are based on the estimated PMPM amounts we expect to be entitled to receive from the capitated fees per participant that are paid monthly by Medicaid, Medicare, the VA, and private pay sources. Medicaid and Medicare capitation revenues are based on PMPM capitation rates under the PACE program. VA is included in “Private Pay and other” and is also capitated. Private pay includes direct payments from participants who do not qualify for the full capitated rate and have to pay all or a portion of the capitated rate.

The Company disaggregates capitation revenue from the following sources for the six months ended:


	December 31,
	2021		2020
Medicaid	54	%	52	%
Medicare	46	%	47	%
Private pay and other	*	%	1	%
Total	100	%	100	%

______________

* Less than 1%

The Company determined the transaction price for these contracts is the amount we expect to be entitled to, which is the most likely amount. For certain capitation payments, the Company is subject to retroactive premium risk adjustments based on various factors. The Company estimates the amount of the adjustment and records it monthly on a straight-line basis. These adjustments are not expected to be material.

The capitation revenues are recognized based on the estimated PMPM transaction price to transfer the service for a distinct increment of the series (i.e. month). We recognize revenue in the month in which participants are entitled to receive comprehensive care benefits during the contract term. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component.

The Company also provides prescription drug benefits in accordance with Medicare Part D. Monthly payments received from CMS and the participants represent the bid amount for providing prescription drug coverage. The portion received from CMS is subject to risk sharing through Medicare Part D risk-sharing corridor provisions. These risk-sharing corridor provisions compare costs targeted in the Company’s bid to actual prescription drug costs. The Company estimates and records a monthly adjustment to Medicare Part D revenues associated with these risk-sharing corridor provisions. Medicare Part D comprised (i) 12% of capitation revenues for both the six months ended December 31, 2021 and 2020 and (ii) 19% and 20% of external provider costs for the six months ended December 31, 2021 and 2020, respectively.

Our accounts receivable as of December 31, 2021 and June 30, 2021 is primarily from capitation revenue arrangements. The concentration of net receivables from participants and third-party payers was as follows:


	December 31,		June 30,
	2021		2021
Medicaid	49	%	60	%
Medicare	42	%	20	%
Private pay and other	9	%	20	%
Total	100	%	100	%

The Company records accounts receivable at net realizable value, which includes an allowance for estimated uncollectible accounts. The allowance for uncollectible accounts reflects the Company’s best estimate of probable losses considering eligibility, historical experience, and existing economic conditions. The balance of the allowance for uncollectible accounts was $2.9 million as of December 31, 2021, compared to $4.4 million as of June 30, 2021. Accounts

are written off as bad debts when they are deemed uncollectible based upon individual credit evaluations and specific circumstances underlying the accounts.

Other Service Revenue and Accounts Receivable

Other service revenue is comprised of rents earned related to Senior Housing and other fee for service revenue. Other service revenue was 0.3% and 0.5% of total revenue for the six months ended December 31, 2021 and 2020, respectively. Accounts receivable related to other service revenue were not significant as of both December 31, 2021 and June 30, 2021.

Laws and regulations governing the Medicare and Medicaid programs are complex and subject to change, as well as government review. Failure to comply with these laws can expose the entity to significant regulatory action, including fines, penalties, and exclusion from the Medicare and Medicaid programs. See Note 9, “Commitments and Contingencies”.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Stock-based Compensation - Profits Interests (Details) - 2020 Equity Incentive Plan	6 Months Ended
	Dec. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	16,162,177
Profits interests granted	13,009,137
Granted (in shares)	0

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Capital Leases Obligations
Amount Remaining in 2022	$ 1,831
2023	3,780
2024	3,253
2025	2,477
2026	1,446
Thereafter	1,819
Total	14,606
Less amount representing interest	(2,964)
Total minimum lease payments	11,642
Less current maturities	(2,854)
Noncurrent maturities	8,788
Operating Leases Minimum Lease Payments
Amount Remaining in 2022	2,188
2023	4,829
2024	4,556
2025	4,110
2026	4,051
Thereafter	14,029
Total	$ 33,763

Stock-based Compensation - Equity Incentive Plan (Details) - 2016 Equity Incentive Plan - shares		6 Months Ended
	Jul. 27, 2020	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		17,836,636
Granted (in shares)		16,994,976
Repurchase (in shares)	16,095,819
Number of shares cancelled	16,994,976

Segment Reporting - Operating Results (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenues	$ 175,350	$ 157,311	$ 348,420	$ 309,877
External provider costs	91,033	75,145	181,045	148,826
Cost of care, excluding depreciation and amortization	42,911	38,074	83,639	76,357
Equity loss		(541)		(1,342)
Other operating income		343		1,011
Interest expense, net	(674)	(6,555)	(1,221)	(12,186)
Loss on extinguishment of debt				(991)
Other income	28	106	(465)	44
Income (Loss) Before Income Taxes	2,307	14,093	12,927	(30,770)
Capitation revenue
Segment Reporting Information [Line Items]
Total revenues	174,964	156,515	347,518	308,459
Other service revenue
Segment Reporting Information [Line Items]
Total revenues	$ 386	$ 796	902	1,418
Operating segments
Segment Reporting Information [Line Items]
Total revenues			348,420	309,877
External provider costs			181,045	148,826
Cost of care, excluding depreciation and amortization			83,639	76,357
Center-Level Contribution Margin			83,736	84,694
Overhead costs			62,538	96,049
Depreciation and amortization			6,585	5,951
Equity loss				1,342
Other operating income				(1,011)
Interest expense, net			(1,221)	(12,186)
Loss on extinguishment of debt				(991)
Other income			(465)	44
Income (Loss) Before Income Taxes			12,927	(30,770)
Operating segments \| Capitation revenue
Segment Reporting Information [Line Items]
Total revenues			347,518	308,459
Operating segments \| Other service revenue
Segment Reporting Information [Line Items]
Total revenues			902	1,418
Operating segments \| PACE
Segment Reporting Information [Line Items]
Total revenues			347,587	308,736
External provider costs			181,045	148,826
Cost of care, excluding depreciation and amortization			82,579	74,712
Center-Level Contribution Margin			83,963	85,198
Overhead costs			62,551	96,049
Depreciation and amortization			6,370	5,622
Equity loss				1,342
Other operating income				(1,011)
Interest expense, net			(1,120)	(12,276)
Loss on extinguishment of debt				(991)
Other income			(464)	44
Income (Loss) Before Income Taxes			13,458	(30,027)
Operating segments \| PACE \| Capitation revenue
Segment Reporting Information [Line Items]
Total revenues			347,518	308,459
Operating segments \| PACE \| Other service revenue
Segment Reporting Information [Line Items]
Total revenues			69	277
Operating segments \| Others
Segment Reporting Information [Line Items]
Total revenues			833	1,141
Cost of care, excluding depreciation and amortization			1,060	1,645
Center-Level Contribution Margin			(227)	(504)
Overhead costs			(13)
Depreciation and amortization			215	329
Interest expense, net			(101)	90
Other income			(1)
Income (Loss) Before Income Taxes			(531)	(743)
Operating segments \| Others \| Other service revenue
Segment Reporting Information [Line Items]
Total revenues			$ 833	$ 1,141

Earnings per Share (Tables)

6 Months Ended

Dec. 31, 2021

Earnings per Share

Schedule of earnings per share

The following table sets forth the computation of basic and diluted net loss per common share:


	Three months ended December 31,				Six months ended December 31,
in thousands, except share values	2021		2020		2021		2020
Net income (loss) attributable to InnovAge Holding Corp.	$	1,323	$	9,705	$	9,009	$	(39,950)
Weighted average common shares outstanding (basic)		135,516,513		116,520,612		135,516,513		118,795,021
Earnings (loss) per share - basic	$	0.01	$	0.08	$	0.07	$	(0.34)

Dilutive shares		—		—		—		—
Weighted average common shares outstanding (diluted)		135,516,513		116,520,612		135,516,513		118,795,021
Earnings (loss) per share -diluted	$	0.01	$	0.08	$	0.07	$	(0.34)

Related-party (Details) - USD ($)	6 Months Ended
Related-party (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Related Party Transaction [Line Items]
Revenue from related parties	$ 35,000
Deposits and other
Related Party Transaction [Line Items]
Loans and leases receivable, related parties	$ 700,000	$ 700,000

Equity (Details) - USD ($) $ in Thousands		6 Months Ended
Equity (Details) - USD ($) $ in Thousands	Jul. 27, 2020	Dec. 31, 2020	Dec. 31, 2021	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reduction in additional paid-in capital			$ 325,501	$ 323,760
Transaction costs		$ 22,600
Dividends		9,500
General and administrative expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Transaction costs		$ 13,100
Credit Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Repurchase (in shares)	16,095,819
Repurchase	$ 77,600
Cancellation Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Corporate, general and administrative expense	45,400
Reduction in additional paid-in capital	$ 32,400
2016 Incentive Plan \| Cancellation Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares cancelled (in shares)	16,994,975
Shares cancelled	$ 74,600

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2021
Current Assets
Cash and cash equivalents	$ 216,314	$ 201,466
Restricted cash	2,234	2,234
Accounts receivable, net of allowance ($2,861 - December 31, 2021 and $4,350 - June 30, 2021)	33,288	32,582
Prepaid expenses and other	9,458	9,249
Income tax receivable	4,644	5,401
Total current assets	265,938	250,932
Noncurrent Assets
Property and equipment, net	152,200	142,715
Investments	5,493	3,493
Deposits and other	3,966	3,877
Goodwill	124,217	124,217
Intangible assets, net	6,187	6,518
Total noncurrent assets	292,063	280,820
Total assets	558,001	531,752
Current Liabilities
Accounts payable and accrued expenses	39,223	32,361
Reported and estimated claims	34,607	33,234
Due to Medicaid and Medicare	8,840	7,101
Current portion of long-term debt	3,792	3,790
Current portion of capital lease obligations	2,854	2,079
Total current liabilities	89,316	78,565
Noncurrent Liabilities
Deferred tax liability, net	19,080	15,700
Capital lease obligations	8,788	5,190
Other noncurrent liabilities	2,489	2,758
Long-term debt, net of debt issuance costs	69,892	71,574
Total liabilities	189,565	173,787
Commitments and Contingencies (See Note 9)
Redeemable Noncontrolling Interests (See Note 4)	18,850	16,986
Stockholders' Equity
Common stock, $0.001 par value; 500,000,000 authorized as of December 31, 2021 and June 30, 2021; 135,516,513 shares issued and outstanding as of both December 31, 2021 and June 30, 2021	136	136
Additional paid-in capital	325,501	323,760
Retained earnings	17,695	10,663
Total InnovAge Holding Corp.	343,332	334,559
Noncontrolling interests	6,254	6,420
Total stockholders' equity	349,586	340,979
Total liabilities and stockholders' equity	$ 558,001	$ 531,752

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Income tax provision	$ 1,201	$ 4,486	$ 4,197	$ 9,423
Federal statutory tax rate (as a percent)			32.50%
Federal statutory tax rate (as a percent)				(30.60%)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Summary of Significant Accounting Policies - COVID-19 (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Summary of Significant Accounting Policies
Funding received, COVID-19	$ 1.0
Reimbursement amount allocated	$ 1.0
Reimbursement amount recognized		$ 0.3	$ 0.7

Related-party

6 Months Ended

Dec. 31, 2021

Related-party

Related-party

Note 15: Related-party

Pursuant to the PWD Amended and Restated Agreement of Limited Partnership, the general partner, who is a subsidiary of the Company (the “General Partner”), helped fund operating deficits and shortfalls of PWD in the form of a

loan. At each of December 31, 2021 and June 30, 2021, $0.7 million was recorded in Deposits and other. Additionally, the General Partner is paid an administration fee of $35,000 per year.

Stock-based Compensation (Tables)

6 Months Ended

Dec. 31, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of stock-based compensation expense


	Six Months Ended
	December 31,
in thousands	2021		2020

Stock options (a)	$	90	$	45,387
Profits interests units		1,029		572
Restricted stock units		622		—
Total stock-based compensation expense	$	1,741	$	45,959

(a)

The amount for 2020 relates to stock-based compensation expense recognized as a result of the Cancellation Agreement.

Summary of profits interests transactions and number of units outstanding



	Number of	Weighted average
Time-based unit awards	units	grant date fair value

Outstanding balance, June 30, 2021	6,587,261	$	1.28
Forfeited	(547,959)	$	1.28
Outstanding balance, December 31, 2021	6,039,302	$	1.28


	Number of	Weighted average
Performance-based unit awards	units	grant date fair value

Outstanding balance, June 30, 2021	6,223,262	$	0.57
Forfeited	(728,254)	$	0.57
Outstanding balance, December 31, 2021	5,495,008	$	0.57

Time-based option awards

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of weighted-average assumptions


	2022
Expected volatility		34.5	%
Weighted-average expected life (years) - time vesting units		2.9
Interest rate		0.83	%
Dividend yield		0	%
Weighted-average fair values	$	1.61
Fair value of underlying stock	$	7.89

Summary of stock option activity


			Weighted
			average
	Number of		grant-date fair
Stock options - time based	awards		value per share

Outstanding balance, June 30, 2021	—	$	—
Granted	554,499	$	1.61
Forfeited	—	$	—
Outstanding balance, December 31, 2021	554,499	$	1.61

Summary of restricted stock units activity


			Weighted
			average
	Number of		grant-date fair
Restricted stock units - time based	awards		value per share

Outstanding balance, June 30, 2021	48,470	$	22.87
Granted	232,980	$	10.35
Forfeited	(5,170)	$	23.95
Outstanding balance, December 31, 2021	276,280	$	12.51

Performance-based option awards

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of weighted-average assumptions


	2022
Expected volatility		34.5	%
Expected term (in years)		5.0
Interest rate		1.56	%
Dividend yield		0	%
Weighted-average fair values	$	5.18
Fair value of underlying stock	$	7.89

Summary of stock option activity


			Weighted
			average
	Number of		grant-date fair
Stock options - performance based	awards		value per share

Outstanding balance, June 30, 2021	—	$	—
Granted	776,299	$	3.08
Forfeited	—	$	—
Outstanding balance, December 31, 2021	776,299	$	3.08

Summary of restricted stock units activity


			Weighted
			average
	Number of		grant-date fair
Restricted stock units - performance based	awards		value per share

Outstanding balance, June 30, 2021	—	$	—
Granted	258,767	$	5.18
Forfeited	—	$	—
Outstanding balance, December 31, 2021	258,767	$	5.18

Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Summary of Significant Accounting Policies
Property and equipment gross	$ 202,758		$ 187,491
Less accumulated depreciation and amortization	(50,558)		(44,776)
Balance as of end of period	152,200		142,715
Depreciation	6,100	$ 5,600
Land
Summary of Significant Accounting Policies
Property and equipment gross	11,980		11,980
Buildings and leasehold improvements
Summary of Significant Accounting Policies
Property and equipment gross	$ 121,644		104,724
Buildings and leasehold improvements \| Minimum
Summary of Significant Accounting Policies
Estimated Useful Lives	10 years
Buildings and leasehold improvements \| Maximum
Summary of Significant Accounting Policies
Estimated Useful Lives	40 years
Software
Summary of Significant Accounting Policies
Property and equipment gross	$ 13,964		13,316
Software \| Minimum
Summary of Significant Accounting Policies
Estimated Useful Lives	3 years
Software \| Maximum
Summary of Significant Accounting Policies
Estimated Useful Lives	5 years
Equipment and vehicles
Summary of Significant Accounting Policies
Property and equipment gross	$ 43,006		35,341
Equipment and vehicles \| Minimum
Summary of Significant Accounting Policies
Estimated Useful Lives	3 years
Equipment and vehicles \| Maximum
Summary of Significant Accounting Policies
Estimated Useful Lives	7 years
Construction in progress
Summary of Significant Accounting Policies
Property and equipment gross	$ 12,164		$ 22,130

Long Term Debt (Details) - USD ($)				6 Months Ended
Long Term Debt (Details) - USD ($)	Mar. 08, 2021	Jul. 27, 2020	Sep. 01, 2015	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	May 02, 2019	May 13, 2016
Debt Instrument [Line Items]
Loss on extinguishment of long-term debt					$ 991,000
Outstanding borrowings				$ 75,473,000		$ 77,367,000
Revolving credit facility
Debt Instrument [Line Items]
Remaining borrowing capacity				100,000,000.0
Letters of credit, issued amounts				2,200,000
Senior secured term loan
Debt Instrument [Line Items]
Outstanding borrowings				73,125,000		75,000,000
Convertible term loan
Debt Instrument [Line Items]
Outstanding borrowings				$ 2,348,000		$ 2,367,000
Interest rate (as a percent)				6.68%		6.68%
Monthly principal and interest payments			$ 20,000.00
2016 Credit Agreement
Debt Instrument [Line Items]
Debt extinguishment					57,100,000
Loss on extinguishment of long-term debt					1,000,000.0
Modified debt				$ 250,000,000.0
Outstanding borrowings				50,000,000.0
Amortization of deferred financing costs					$ 700,000
Total deferred financing costs				9,100,000
2016 Credit Agreement \| Revolving credit facility
Debt Instrument [Line Items]
Loan amount		$ 40,000,000.0					$ 30,000,000.0	$ 20,000,000.0
2016 Credit Agreement \| Senior secured term loan
Debt Instrument [Line Items]
Loan amount		300,000,000.0					190,000,000.0	$ 75,000,000.0
2016 Credit Agreement \| Delayed draw term loan facility (DDTL)
Debt Instrument [Line Items]
Loan amount							$ 45,000,000.0
Termination of loan		$ 45,000,000
2021 Credit Agreement \| Revolving credit facility
Debt Instrument [Line Items]
Loan amount	$ 100,000,000.0
Outstanding borrowings				0
Amortization of deferred financing costs				200,000
Total deferred financing costs				$ 2,000,000.0
Revolving credit facility fee	0.25%
2021 Credit Agreement \| Senior secured term loan
Debt Instrument [Line Items]
Loan amount	$ 75,000,000.0
Percentage of aggregate outstanding principal amount	1.25%
Interest rate (as a percent)				1.84%

Income Taxes

6 Months Ended

Dec. 31, 2021

Income Taxes

Income Taxes

Note 12: Income Taxes

The Company recorded a tax provision of $4.2 million and $9.4 million for the six months ended December 31, 2021 and 2020, respectively. This represents an effective tax rate of 32.5% and (30.6)% for the six months ended December 31, 2021 and 2020, respectively.

The effective rate for the six months ended December 31, 2021 was different from the federal statutory rate primarily due to disallowed officers’ compensation under Internal Revenue Code (“IRC”) Section 162(m) and lobbying expenses which occurred during the three month period.

The Company assesses the valuation allowance recorded against deferred tax assets at each reporting date. The determination of whether a valuation allowance for deferred tax assets is appropriate requires the evaluation of positive and negative evidence that can be objectively verified. Consideration must be given to all sources of taxable income available to realize deferred tax assets, including, as applicable, the future reversal of existing temporary differences, future taxable income forecasts exclusive of the reversal of temporary differences and carryforwards, taxable income in carryback years and tax planning strategies. In estimating income taxes, the Company assesses the relative merits and risks of the appropriate income tax treatment of transactions taking into account statutory, judicial, and regulatory guidance. As

of the six-month period ended December 31, 2021, the Company has determined that it is not “more likely than not” that the deferred tax assets associated with certain state net operating losses will be realized and as such continues to maintain a valuation allowance against these state deferred tax assets.

The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitation and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impacts that the CARES Act may have on its business. While several of these provisions may impact the Company, there have not been any significant impacts noted through December 31, 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Revenues
Total revenues	$ 175,350	$ 157,311	$ 348,420	$ 309,877
Expenses
External provider costs	91,033	75,145	181,045	148,826
Cost of care, excluding depreciation and amortization	42,911	38,074	83,639	76,357
Sales and marketing	6,679	4,631	12,972	8,743
Corporate, general and administrative	28,482	15,729	49,566	87,306
Depreciation and amortization	3,292	2,992	6,585	5,951
Equity loss		541		1,342
Other operating income		(343)		(1,011)
Total expenses	172,397	136,769	333,807	327,514
Operating Income (Loss)	2,953	20,542	14,613	(17,637)
Other Income (Expense)
Interest expense, net	(674)	(6,555)	(1,221)	(12,186)
Loss on extinguishment of debt				(991)
Other income (expense)	28	106	(465)	44
Total other expense	(646)	(6,449)	(1,686)	(13,133)
Income (Loss) Before Income Taxes	2,307	14,093	12,927	(30,770)
Provision for Income Taxes	1,201	4,486	4,197	9,423
Net Income (Loss)	1,106	9,607	8,730	(40,193)
Less: net loss attributable to noncontrolling interests	(217)	(98)	(279)	(243)
Net Income (Loss) Attributable to InnovAge Holding Corp.	$ 1,323	$ 9,705	$ 9,009	$ (39,950)
Weighted-average number of common shares outstanding - basic	135,516,513	116,520,612	135,516,513	118,795,021
Weighted-average number of common shares outstanding - diluted	135,516,513	116,520,612	135,516,513	118,795,021
Net income (loss) per share - basic	$ 0.01	$ 0.08	$ 0.07	$ (0.34)
Net income (loss) per share - diluted	$ 0.01	$ 0.08	$ 0.07	$ (0.34)
Capitation revenue
Revenues
Total revenues	$ 174,964	$ 156,515	$ 347,518	$ 308,459
Other service revenue
Revenues
Total revenues	$ 386	$ 796	$ 902	$ 1,418