0001834376-24-000022 | 10-Q | XBRL Viewer

Long-Term Debt (Tables)

9 Months Ended

Mar. 31, 2024

Long-term debt consisted of the following at March 31, 2024 and June 30, 2023:


	March 31, 2024		June 30, 2023
	in thousands
Senior secured borrowings:
Term Loan Facility	$	64,688	$	67,500
Convertible term loan	2,251		2,284
Total debt	66,939		69,784
Less: unamortized debt issuance costs	823		1,145
Less: current maturities	3,795		3,795
Noncurrent maturities	$	62,321	$	64,844

- 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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+ Details

Long-Term Debt

9 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following at March 31, 2024 and June 30, 2023:


	March 31, 2024		June 30, 2023
	in thousands
Senior secured borrowings:
Term Loan Facility	$	64,688	$	67,500
Convertible term loan	2,251		2,284
Total debt	66,939		69,784
Less: unamortized debt issuance costs	823		1,145
Less: current maturities	3,795		3,795
Noncurrent maturities	$	62,321	$	64,844

2021 Credit Agreement

On March 8, 2021, the Company entered into a credit agreement (as amended, the “2021 Credit Agreement”) that replaced its prior 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, each with a maturity date of March 8, 2026. Borrowing capacity under the Revolving Credit Facility is subject to (i) any issued amounts under our letters of credit, which as of March 31, 2024 was $4.0 million, and (ii) applicable covenant compliance restrictions and any other conditions precedent to borrowing. 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 in an amount equal to 1.25% of the initial term loan on closing date.

Outstanding principal amounts under the 2021 Credit Agreement accrue interest at a variable interest rate. As of March 31, 2024, the interest rate on the Term Loan Facility was 7.16%. 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 March 31, 2024, we had no borrowings outstanding, $4.0 million of letters of credit issued, and $96.0 million of remaining capacity 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 March 31, 2024, 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 condensed consolidated balance sheets. Total amortization of deferred financing costs was $0.1 million for each of the three months ended March 31, 2024 and 2023. Total amortization of deferred financing costs was $0.3 million for each of the nine months ended March 31, 2024 and 2023.

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 bears interest at an annual rate of 6.68%, with the remaining principal balance due upon maturity at August 20, 2030. The loan is secured by a deed of trust to Public Trustee, assignment of leases and rents, security agreements, and SH1’s fixture filing.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Revenue Recognition
Pooled capitated payment			100.00%
Amortization period of cost to obtain contract			3 years
Contract assets	$ 2,300		$ 2,300		$ 1,000
Allowance for loss	$ 6,757		$ 6,757		$ 4,161
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Revenue Recognition
Risk percentage			100.00%	100.00%
Medicare Part D \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Revenue Recognition
Risk percentage	14.00%	12.00%	13.00%	12.00%
Senior Housing \| Other service revenue \| Customer Concentration Risk
Revenue Recognition
Risk percentage	0.20%	0.20%	0.20%	0.20%

Segment Reporting

9 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

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 three operating segments, two of which are related to the Company’s PACE offering. The PACE-related operating segments are based on two geographic divisions, which are East and West. Due to the similar economic characteristics, nature of services, and customers, we have aggregated our East and West operating segments into one reportable segment for PACE. The Company’s remaining operating segment primarily relates to Senior Housing, which is an immaterial operating segment, and shown below as "Other" along with certain corporate unallocated expenses.

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 United States and all revenue was earned in the United States.

The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its operating segments. Center-level Contribution Margin is defined as total segment revenues less external provider costs and cost of care (excluding depreciation and amortization). 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 three months ended March 31, 2024 and 2023:


	March 31, 2024						March 31, 2023
(In thousands)	PACE		All other(1)		Totals		PACE		All other(1)		Totals
Capitation revenue	$	192,756	$	—	$	192,756	$	172,196	$	—	$	172,196
Other service revenue	78		237		315		87		256		343
Total revenues	192,834		237		193,071		172,283		256		172,539
External provider costs	99,996		—		99,996		89,805		—		89,805
Cost of care, excluding depreciation and amortization	58,959		119		59,078		53,861		88		53,949
Center-Level Contribution Margin	33,879		118		33,997		28,617		168		28,785
Overhead costs(2)	34,727		1		34,728		33,041		(79)		32,962
Depreciation and amortization	4,929		133		5,062		3,858		134		3,992
Interest expense, net	(978)		(44)		(1,022)		(360)		(45)		(405)
Other income (expense)	525		—		525		(101)		—		(101)
Loss on minority equity interest	(118)		—		(118)		—		—		—
Loss Before Income Taxes	$	(6,348)	$	(60)	$	(6,408)	$	(8,743)	$	68	$	(8,675)

The following table summarizes the operating results regularly provided to the CODM by reportable segment for the nine months ended March 31, 2024 and 2023:


	March 31, 2024						March 31, 2023
in thousands	PACE		All other(1)		Totals		PACE		All other(1)		Totals
Capitation revenue	$	563,490	$	—	$	563,490	$	510,268	$	—	$	510,268
Other service revenue	232		732		964		263		682		945
Total revenues	563,722		732		564,454		510,531		682		511,213
External provider costs	300,319		—		300,319		279,550		—		279,550
Cost of care, excluding depreciation and amortization	168,227		422		168,649		158,455		426		158,881
Center-Level Contribution Margin	95,176		310		95,486		72,526		256		72,782
Overhead costs(2)	100,152		10		100,162		100,148		—		100,148
Depreciation and amortization	13,264		357		13,621		10,739		348		11,087
Interest expense, net	(2,484)		(135)		(2,619)		(1,095)		(136)		(1,231)
Other income (expense)	2,043		—		2,043		380		—		380
Loss on minority equity interest	(2,000)		—		(2,000)		—		—		—
Income (Loss) Before Income Taxes	$	(20,681)	$	(192)	$	(20,873)	$	(39,076)	$	(228)	$	(39,304)

_________________________________

(1)Center-level Contribution Margin from segments below the quantitative thresholds are primarily attributable to the Senior Housing operating segment of the Company. This segment has never met any of the quantitative thresholds for determining reportable segments.

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

- 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.

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+ Details

Leases (Tables)

9 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Balance Sheet Classification

The following table presents the components of our ROU assets and their classification in our Balance Sheet at March 31, 2024:


Component of Lease Balances	Balance Sheet Line Items	March 31, 2024		June 30, 2023
in thousands
Assets:
Operating lease assets	Operating lease assets	$	29,118	$	21,210
Finance lease assets	Property and equipment, net	13,041		16,378
Total leased assets		$	42,159	$	37,588

Schedule of Components of Lease Cost

The following table presents the components of our lease cost and the classification of such costs in our condensed consolidated statements of operations for the nine months ended March 31:


		Nine Months Ended March 31,
Component of Lease Cost	Statements of Operations Line Items	2024		2023
in thousands
Operating lease cost	Cost of care excluding depreciation and amortization and Corporate, general and administrative	$	3,880	$	3,334
Finance lease expense:
Amortization of leased assets	Depreciation and amortization	3,458		2,923
Interest on lease liabilities	Interest expense, net	—		901
Variable lease cost	Cost of care excluding depreciation and amortization and Corporate, general and administrative	70		—
Short-term lease cost	Cost of care excluding depreciation and amortization and Corporate, general and administrative	136		23
Total lease expense		$	7,544	$	7,181

Schedule of Weighted Average Lease Terms and Discount Rates

The following table includes the weighted-average lease terms and discount rates for operating and finance leases as of March 31:


Weighted average remaining lease term:	March 31, 2024	March 31, 2023
Operating leases	7.9 years	8.8 years
Finance leases	3.3 years	3.8 years


Weighted average discount rate:	March 31, 2024		March 31, 2023
Operating leases	6.86	%	6.61	%
Finance leases	7.94	%	8.76	%

Schedule of Future Maturities of Lease Payments for Operating Leases

The following table includes the future maturities of lease payments for operating leases and finance leases for periods subsequent to March 31, 2024:


in thousands	Operating Lease		Finance Lease		Total
Amount remaining in 2024	$	1,527	$	1,509	$	3,036
2025	6,032		5,326		11,358
2026	5,996		4,302		10,298
2027	5,742		3,576		9,318
2028	4,952		1,767		6,719
Thereafter	15,680		—		15,680
Total lease payments	39,929		16,480		56,409
Less liability accretion / imputed interest	(8,479)		(2,116)		(10,595)
Total lease liabilities	31,450		14,364		45,814
Less: Current lease liabilities	4,128		4,466		8,594
Total long-term lease liabilities	$	27,322	$	9,898	$	37,220

Schedule of Future Maturities of Lease Payments for Finance Leases

The following table includes the future maturities of lease payments for operating leases and finance leases for periods subsequent to March 31, 2024:


in thousands	Operating Lease		Finance Lease		Total
Amount remaining in 2024	$	1,527	$	1,509	$	3,036
2025	6,032		5,326		11,358
2026	5,996		4,302		10,298
2027	5,742		3,576		9,318
2028	4,952		1,767		6,719
Thereafter	15,680		—		15,680
Total lease payments	39,929		16,480		56,409
Less liability accretion / imputed interest	(8,479)		(2,116)		(10,595)
Total lease liabilities	31,450		14,364		45,814
Less: Current lease liabilities	4,128		4,466		8,594
Total long-term lease liabilities	$	27,322	$	9,898	$	37,220

Cost Method and Equity Method Investments - Narrative (Details)		1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Mar. 18, 2019 USD ($)	Aug. 31, 2021 USD ($) shares	Mar. 31, 2024 USD ($) investment	Dec. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) investment	Mar. 31, 2023 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2023 USD ($)	Apr. 02, 2020 USD ($)	Jun. 14, 2019 USD ($)
Debt and Equity Securities, FV-NI [Line Items]
Number of investments \| investment			2			2
Cost method investment, impairment losses			$ 118,000		$ 0	$ 2,000,000	$ 0
Observable price changes			0			0
Cash and cash equivalents	$ 9,000,000		54,095,000			54,095,000			$ 127,249,000
Land	$ 4,200,000
Redeemable noncontrolling interests			11,600,000			11,600,000			$ 12,700,000
InnovAge Sacramento
Debt and Equity Securities, FV-NI [Line Items]
Percentage of additional membership interest								0.10%
InnovAge Sacramento
Debt and Equity Securities, FV-NI [Line Items]
Membership interest (as a percent)	59.90%
Variable Interest Entity, Not Primary Beneficiary
Debt and Equity Securities, FV-NI [Line Items]
Maximum exposure amount in VIE			800,000			$ 800,000
Cash contributions								$ 52,000
Variable Interest Entity, Not Primary Beneficiary \| Adventist Health System/West Joint Venture
Debt and Equity Securities, FV-NI [Line Items]
Cash contributions	$ 5,800,000
Variable Interest Entity, Not Primary Beneficiary \| Eskaton
Debt and Equity Securities, FV-NI [Line Items]
Cash contributions	$ 3,000,000
Variable Interest Entity, Not Primary Beneficiary \| InnovAge Sacramento \| Adventist Health System/West Joint Venture
Debt and Equity Securities, FV-NI [Line Items]
Membership interest (as a percent)	26.40%
Variable Interest Entity, Not Primary Beneficiary \| InnovAge Sacramento \| Eskaton
Debt and Equity Securities, FV-NI [Line Items]
Membership interest (as a percent)	13.70%
Variable Interest Entity, Primary Beneficiary
Debt and Equity Securities, FV-NI [Line Items]
Partnership interest (as a percent)						0.01%
Jetdoc, Inc.
Debt and Equity Securities, FV-NI [Line Items]
Cost method investment, impairment losses			100,000	$ 1,900,000
Observable price changes			0			$ 0
Shares acquired (in shares) \| shares		806,481
Payments to acquire investments		$ 2,000,000
Dispatch Health Holdings, Inc.
Debt and Equity Securities, FV-NI [Line Items]
Maximum exposure to loss of the cost method investments			$ 2,600,000			$ 2,600,000
Dispatch Health Holdings, Inc. \| Series B Preferred Stock
Debt and Equity Securities, FV-NI [Line Items]
Equity securities, FV-NI, current											$ 1,500,000
Dispatch Health Holdings, Inc. \| Series C Preferred Stock
Debt and Equity Securities, FV-NI [Line Items]
Equity securities, FV-NI, current										$ 1,100,000

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Statement of Financial Position [Abstract]
Allowance for loss	$ 6,757	$ 4,161
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)	135,925,305	135,639,845

Revenue Recognition (Tables)

9 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	March 31,
	2024		2023
Medicaid	55	%	55	%
Medicare	45	%	45	%
Private pay and other	*%		*%
Total	100	%	100	%

* Less than 1%

Schedule of Concentration of Net Receivable

The concentration of net receivables from participants and third-party payers was as follows:


	March 31, 2024		June 30, 2023
Medicaid	60	%	61	%
Medicare	32	%	29	%
Private pay and other	8	%	10	%
Total	100	%	100	%

Goodwill and Intangible Assets

9 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill amounted to $140.1 million and $124.2 million at each of March 31, 2024 and June 30, 2023, respectively. 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 two reporting units. There were no indicators of impairment identified and no goodwill impairments recorded during the nine months ended March 31, 2024 and 2023.

Intangible assets consisted of the following as of:


in thousands	March 31, 2024		June 30, 2023
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	(3,897)		(3,402)
Balance as of end of period	$	4,703	$	5,198

Intangible assets consist primarily of customer relationships acquired through business acquisitions. The Company recorded amortization expense of $0.2 million for each of the three months ended March 31, 2024 and 2023. The Company recorded amortization expense of $0.5 million for each of the nine months ended March 31, 2024 and 2023.

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 nine months ended March 31, 2024 and 2023.

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Potentially anti-dilutive shares (in shares)	116,222	659,761	137,627	37,901
Net loss attributable to InnovAge Holding Corp.	$ (5,887)	$ (6,630)	$ (19,638)	$ (29,496)
Weighted average common shares outstanding (basic) (in shares)	135,908,256	135,601,327	135,861,922	135,581,971
EPS (basic) (in dollars per share)	$ (0.04)	$ (0.05)	$ (0.14)	$ (0.22)
Dilutive shares (in shares)	0	0	0	0
Weighted average common shares outstanding (diluted) (in shares)	135,908,256	135,601,327	135,861,922	135,581,971
EPS (diluted) (in dollars per share)	$ (0.04)	$ (0.05)	$ (0.14)	$ (0.22)

- 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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-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events	9 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On May 2, 2024, PWD closed on the sale of its Senior Housing property for $9.5 million. Upon completion of the sale, PWD ceased providing senior housing services and plans to dissolve the limited liability limited partnership, to which our wholly owned subsidiary, CCH, is general partner. Following the dissolution, the remaining proceeds from the sale will be distributed in accordance with the partnership agreement and as otherwise agreed by the partners.

Stock-based Compensation (Tables)

9 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense

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


	Three months ended March 31,				Nine months ended March 31,
	2024		2023		2024		2023
	in thousands				in thousands

Stock options	$	171	$	246	$	610	$	780
Profits interests units	191		205		820		662
Restricted stock units	1,189		757		3,710		2,279
Total stock-based compensation expense	$	1,551	$	1,208	$	5,140	$	3,721

Schedule of Weighted-Average Assumptions

The assumptions under the Monte Carlo model related to the profits interests units, presented on a weighted-average basis, are provided below:


		Nine Months Ended March 31, 2024
Expected volatility		68.0-76.0	%
Expected life (years) - time vesting units		2.7 - 3.1
Interest rate		4.23 - 4.57	%
Dividend yield		—
Weighted-average fair value	$	1.59 - 2.17
Fair value of underlying stock	$	5.52 - 7.27

Schedule of Profits Interests Transactions and Number of Units Outstanding

A summary of profits interests activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	1,264,337	$	1.28
Granted	1,106,850	$	6.21
Forfeited	(380,679)	$	1.28
Vested	(703,395)	$	1.28
Outstanding balance, March 31, 2024	1,287,113	$	5.52


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

Outstanding balance, June 30, 2023	2,118,558	$	0.57
Granted	1,106,850	$	1.78
Forfeited	(1,853,737)	$	0.57
Vested	—	$	—
Outstanding balance, March 31, 2024	1,371,671	$	1.55

Schedule of Restricted Stock Units Activity

A summary of time-based vesting restricted stock units activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	1,873,794	$	10.10
Granted	447,269	$	5.52
Forfeited	(137,416)	$	5.39
Vested	(361,959)	$	5.83
Outstanding balance, March 31, 2024	1,821,688	$	10.18

A summary of performance based vesting restricted stock units activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	258,767	$	5.18
Granted	—	$	—
Forfeited	—	$	—
Vested	—	$	—
Outstanding balance, March 31, 2024	258,767	$	5.18

Schedule of Stock Option Activity

A summary of time-based vesting stock option activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	716,661	$	1.43
Granted	—	$	—
Forfeited	(108,108)	$	0.31
Exercised	(54,054)	$	0.19
Expired	—	$	—
Outstanding balance, March 31, 2024	554,499	$	1.77

Exercisable balance, March 31, 2024	311,904	$	0.17

A summary of performance-based vesting stock option activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	776,299	$	3.08
Granted	—	$	—
Forfeited	—	$	—
Vested	—	$	—
Outstanding balance, March 31, 2024	776,299	$	3.08

Stock-based Compensation - Schedule of Profits Interests Transactions and Number of Units Outstanding (Details)	9 Months Ended
	Mar. 31, 2024 $ / shares shares
Time Vesting Units
Number of awards
Outstanding balance, beginning (in shares) \| shares	1,264,337
Granted (in shares) \| shares	1,106,850
Forfeited (in shares) \| shares	(380,679)
Vested (in shares) \| shares	(703,395)
Outstanding balance, ending (in shares) \| shares	1,287,113
Weighted average grant date fair value
Outstanding balance, beginning (in dollars per share) \| $ / shares	$ 1.28
Granted (in dollars per share) \| $ / shares	6.21
Forfeited (in dollars per share) \| $ / shares	1.28
Vested (in dollars per share) \| $ / shares	1.28
Outstanding balance, ending (in dollars per share) \| $ / shares	$ 5.52
Performance Vesting Units
Number of awards
Outstanding balance, beginning (in shares) \| shares	2,118,558
Granted (in shares) \| shares	1,106,850
Forfeited (in shares) \| shares	(1,853,737)
Vested (in shares) \| shares	0
Outstanding balance, ending (in shares) \| shares	1,371,671
Weighted average grant date fair value
Outstanding balance, beginning (in dollars per share) \| $ / shares	$ 0.57
Granted (in dollars per share) \| $ / shares	1.78
Forfeited (in dollars per share) \| $ / shares	0.57
Vested (in dollars per share) \| $ / shares	0
Outstanding balance, ending (in dollars per share) \| $ / shares	$ 1.55

Cost Method and Equity Method Investments

9 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Cost Method and Equity Method Investments

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


in thousands	March 31, 2024		June 30, 2023
Cost method investments	$	2,645	$	4,645
Equity method investments	848		848
Total investments	$	3,493	$	5,493

Nonconsolidated Entities

Cost Method Investments

The Company maintains two investments that are accounted for using the cost method. Our ownership interests are less than 20% of the voting stock of the investments and we do not have the ability to exercise significant influence over the operating and financial policies of the investments. 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 three and nine months ended March 31, 2024 we noted indicators of impairment in one of our investments, and recognized impairment loss of $0.1 million and $2.0 million, respectively, and is presented as loss on minority equity interest on our condensed consolidated statements of operations. During the three and nine months ended March 31, 2023, 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. We determined that indicators of impairment were present as of December 31, 2023, and recognized an impairment loss of $1.9 million during the three months then ended. During the three months ended March 31, 2024, we determined that the remaining balance of our investment in Jetdoc was impaired and recognized an additional impairment loss of $0.1 million. Impairment loss is included in loss on minority equity interest on our condensed consolidated statements of operations. During the three and nine months ended March 31, 2023, there were no observable price changes or impairments recorded.

DispatchHealth

On June 14, 2019, the Company invested $1.5 million in DispatchHealth Holdings, Inc. ("DispatchHealth"), through the purchase of a portion of its outstanding Series B Preferred Stock. On April 2, 2020, the Company invested an additional $1.1 million through the purchase of a portion of its outstanding Series C Preferred Stock. The balance of the Company’s investment as of March 31, 2024 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 March 31, 2024, the balance of the Company’s investment in PWD was $0.8 million, which represents the maximum exposure to loss. On March 13, 2024, PWD entered into a Purchase and Sale Agreement for the sale of all of PWD's property, including the Senior Housing unit. The sale closed on May 2, 2024, and as a result, the Company ceased providing senior housing services through PWD. See Note 16 Subsequent Events, below.

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 (“Adventist”) 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. 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. In fiscal year 2021, the Company made an additional contribution of $52,000 and obtained an additional 0.1% membership interest in the joint venture, which resulted in the Company obtaining control and consolidating InnovAge Sacramento as of January 1, 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 March 31, 2024, 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 and are recorded as redeemable noncontrolling interests on our condensed consolidated Balance Sheets. Redeemable noncontrolling interest of $11.6 million and $12.7 million were recorded at carrying value as of March 31, 2024 and June 30, 2023, respectively.

Business	9 Months Ended
Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business	Business InnovAge Holding Corp. and its subsidiaries (the "Company") are headquartered in Denver, Colorado. The Company fulfills a broad range of medical and ancillary services for seniors in need of care and support to safely live independently in their communities, including 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 March 31, 2024, the Company served approximately 6,820 PACE participants, making it the largest PACE provider in the United States of America (the “U.S.”) based upon participants served, and operated 19 PACE centers across California, Colorado, Florida, 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. We define dual-eligible seniors as individuals who are 55+ and qualify for benefits under both Medicare and Medicaid. InnovAge provides 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 Affairs (“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. The Company’s common stock is traded on the Nasdaq Stock Market LLC (“NASDAQ”) under the ticker symbol “INNV”.

Earnings per Share (Tables)

9 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Common Share

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


	Three months ended March 31,				Nine months ended March 31,
in thousands, except share values	2024		2023		2024		2023
Net loss attributable to InnovAge Holding Corp.	$	(5,887)	$	(6,630)	$	(19,638)	$	(29,496)
Weighted average common shares outstanding (basic)	135,908,256		135,601,327		135,861,922		135,581,971
EPS (basic)	$	(0.04)	$	(0.05)	$	(0.14)	$	(0.22)

Dilutive shares	—		—		—		—
Weighted average common shares outstanding (diluted)	135,908,256		135,601,327		135,861,922		135,581,971
EPS (diluted)	$	(0.04)	$	(0.05)	$	(0.14)	$	(0.22)

Stock-based Compensation - Schedule of Performance-based Awards (Details) - Performance Shares $ / shares in Units, $ in Millions	9 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Number of awards
Outstanding balance, beginning (in shares) \| shares	776,299
Granted (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Vested (in shares) \| shares	0
Outstanding balance, ending (in shares) \| shares	776,299
Weighted average grant-date fair value per share
Outstanding balance, beginning (in dollars per share) \| $ / shares	$ 3.08
Granted (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	0
Outstanding balance, ending (in dollars per share) \| $ / shares	$ 3.08
Unrecognized compensation cost \| $	$ 0.9
Weighted-average period (in years)	1 year 9 months 18 days

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Current Assets
Cash and cash equivalents	$ 54,095	$ 127,249
Short-term investments	45,235	46,213
Restricted cash	14	16
Accounts receivable, net of allowance ($6,757 – March 31, 2024 and $4,161 – June 30, 2023)	36,457	24,344
Prepaid expenses	13,935	17,145
Income tax receivable	3,330	262
Total current assets	153,066	215,229
Noncurrent Assets
Property and equipment, net	191,190	192,188
Operating lease assets	29,118	21,210
Investments	3,493	5,493
Deposits and other	5,702	3,823
Goodwill	140,083	124,217
Other intangible assets, net	4,703	5,198
Total noncurrent assets	374,289	352,129
Total assets	527,355	567,358
Current Liabilities
Accounts payable and accrued expenses	48,891	54,935
Reported and estimated claims	49,281	42,999
Due to Medicaid and Medicare	11,412	9,142
Income tax payable	0	1,212
Current portion of long-term debt	3,795	3,795
Current portion of finance lease obligations	4,466	4,722
Current portion of operating lease obligations	4,128	3,530
Deferred revenue	0	28,115
Total current liabilities	121,973	148,450
Noncurrent Liabilities
Deferred tax liability, net	6,159	6,236
Finance lease obligations	9,898	13,114
Operating lease obligations	27,322	18,828
Other noncurrent liabilities	1,360	1,086
Long-term debt, net of debt issuance costs	62,321	64,844
Total liabilities	229,033	252,558
Commitments and Contingencies (See Note 9)
Redeemable Noncontrolling Interests (See Note 4)	11,588	12,708
Stockholders’ Equity
Common stock, $0.001 par value; 500,000,000 authorized as of March 31, 2024 and June 30, 2023; 135,925,305 and 135,639,845 issued shares as of March 31, 2024 and June 30, 2023, respectively	136	136
Additional paid-in capital	336,596	332,107
Retained deficit	(55,582)	(35,944)
Total InnovAge Holding Corp.	281,150	296,299
Noncontrolling interests	5,584	5,793
Total stockholders’ equity	286,734	302,092
Total liabilities and stockholders’ equity	$ 527,355	$ 567,358

Related Party Transactions (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Administrative Fee Per Year
Related Party Transaction [Line Items]
Administrative fee per year	$ 35
Service, Other
Related Party Transaction [Line Items]
Loans and leases receivable, related parties	$ 700	$ 700

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Revenues
Total revenues	$ 193,071	$ 172,539	$ 564,454	$ 511,213
Expenses
External provider costs	99,996	89,805	300,319	279,550
Cost of care, excluding depreciation and amortization	59,078	53,949	168,649	158,881
Sales and marketing	7,179	5,314	18,416	13,502
Corporate, general and administrative	27,549	27,648	81,746	86,646
Depreciation and amortization	5,062	3,992	13,621	11,087
Total expenses	198,864	180,708	582,751	549,666
Operating Loss	(5,793)	(8,169)	(18,297)	(38,453)
Other Income (Expense)
Interest expense, net	(1,022)	(405)	(2,619)	(1,231)
Other income (expense)	525	(101)	2,043	380
Loss on minority equity interest investment	(118)	0	(2,000)	0
Total other expense	(615)	(506)	(2,576)	(851)
Income (Loss) Before Income Taxes	(6,408)	(8,675)	(20,873)	(39,304)
Provision (Benefit) for Income Taxes	(224)	(1,365)	94	(7,747)
Net Loss	(6,184)	(7,310)	(20,967)	(31,557)
Less: net loss attributable to noncontrolling interests	(297)	(680)	(1,329)	(2,061)
Net Loss Attributable to InnovAge Holding Corp.	$ (5,887)	$ (6,630)	$ (19,638)	$ (29,496)
Weighted-average number of common shares outstanding - basic (in shares)	135,908,256	135,601,327	135,861,922	135,581,971
Weighted-average number of common shares outstanding - diluted (in shares)	135,908,256	135,601,327	135,861,922	135,581,971
Net loss per share - basic (in dollars per share)	$ (0.04)	$ (0.05)	$ (0.14)	$ (0.22)
Net loss per share - diluted (in dollars per share)	$ (0.04)	$ (0.05)	$ (0.14)	$ (0.22)
Capitation revenue
Revenues
Total revenues	$ 192,756	$ 172,196	$ 563,490	$ 510,268
Other service revenue
Revenues
Total revenues	$ 315	$ 343	$ 964	$ 945

Commitments and Contingencies (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Oct. 31, 2023	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Settlement agreement amount subject to court approval	$ 1.3	$ 1.2

Earnings per Share

9 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings per Share

Basic earnings (loss) per share (“EPS”) 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 and other awards, 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 EPS. 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. For the three and nine months ended March 31, 2024, 116,222 and 137,627 potentially dilutive securities were excluded from the weighted-average shares used to calculate the diluted net loss per common share, respectively, as they would have an anti-dilutive effect. During the three and nine months ended March 31, 2023, 659,761 and 37,901 potentially dilutive securities were excluded from the weighted average shares used to calculate the diluted net loss per common share, respectively, as they would have an anti-dilutive effect.

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


	Three months ended March 31,				Nine months ended March 31,
in thousands, except share values	2024		2023		2024		2023
Net loss attributable to InnovAge Holding Corp.	$	(5,887)	$	(6,630)	$	(19,638)	$	(29,496)
Weighted average common shares outstanding (basic)	135,908,256		135,601,327		135,861,922		135,581,971
EPS (basic)	$	(0.04)	$	(0.05)	$	(0.14)	$	(0.22)

Dilutive shares	—		—		—		—
Weighted average common shares outstanding (diluted)	135,908,256		135,601,327		135,861,922		135,581,971
EPS (diluted)	$	(0.04)	$	(0.05)	$	(0.14)	$	(0.22)

Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	$ 1,551	$ 1,208	$ 5,140	$ 3,721
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	171	246	610	780
Profits interests units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	191	205	820	662
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation expense	$ 1,189	$ 757	$ 3,710	$ 2,279

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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+ Details

Revenue Recognition

9 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

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, the Company performs 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. Costs to obtain contracts consist of sales commissions for new enrollees and are included in deposits and other on our condensed consolidated balance sheets. These costs are amortized over a three-year period which corresponds to the average time a participant is enrolled in the PACE program. As of March 31, 2024 and June 30, 2023, contract assets included within deposits and other were $2.3 million and $1.0 million, respectively.

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


	March 31,
	2024		2023
Medicaid	55	%	55	%
Medicare	45	%	45	%
Private pay and other	*%		*%
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 14% and 12% of capitation revenues for the three months ended March 31, 2024 and 2023, respectively. Medicare Part D comprised of 13% and 12% of capitation revenues for the nine months ended March 31, 2024 and 2023, respectively.

Our accounts receivable as of March 31, 2024 and June 30, 2023 are primarily from capitation revenue arrangements. The concentration of net receivables from participants and third-party payers was as follows:


	March 31, 2024		June 30, 2023
Medicaid	60	%	61	%
Medicare	32	%	29	%
Private pay and other	8	%	10	%
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 $6.8 million as of March 31, 2024, compared to $4.2 million as of June 30, 2023. Accounts are written off as bad debts when they are deemed uncollectible based on 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 0.2% of total revenue for each of the three months ended March 31, 2024 and 2023. Other service revenue was 0.2% of total revenue for each of the nine months ended March 31, 2024 and 2023. Accounts receivable related to other service revenue was not significant as of both March 31, 2024 and June 30, 2023.

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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Paragraph 10
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

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-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Goodwill and Intangible Assets (Tables)

9 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Asset

Intangible assets consisted of the following as of:


in thousands	March 31, 2024		June 30, 2023
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	(3,897)		(3,402)
Balance as of end of period	$	4,703	$	5,198

Income Taxes	9 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recorded an income tax benefit of $0.2 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively. The Company recorded an income tax expense of $0.1 million and an income tax benefit of $7.7 million for the nine months ended March 31, 2024 and 2023, respectively. This represents an effective tax rate of 3.5% and 17.2% for the three months ended March 31, 2024 and 2023, respectively, and an effective tax rate of (0.5)% and 19.7% for the nine months ended March 31, 2024 and 2023, respectively. The effective rate for the nine months ended March 31, 2024 was different from the federal statutory rate primarily due to the Company’s book loss offset partially by disallowed officers’ compensation under Internal Revenue Code (“IRC”) Section 162(m), disallowed stock options related to the profit interest units, exclusion of losses from entities not subject to tax, lobbying expenses, and the increase in the Company's valuation allowance against net operating losses 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 nine-month period ended March 31, 2024, the Company 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 Company also determined it is not "more likely than not" that the deferred tax assets associated with certain federal net operating losses will be realized and as such has included a valuation allowance against these federal deferred tax assets. The Company has provided $15.4 million at March 31, 2024 and $8.3 million at June 30, 2023, as a valuation allowance against its deferred tax assets for federal and state net operating losses where there is not sufficient positive evidence to substantiate that these deferred tax assets will be realized at a more-likely-than-not level of assurance.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 740
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue Recognition
Risk percentage	100.00%	100.00%
Medicaid
Revenue Recognition
Risk percentage	55.00%	55.00%
Medicare
Revenue Recognition
Risk percentage	45.00%	45.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Acquisitions - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands			4 Months Ended	9 Months Ended
	Mar. 31, 2024	Dec. 01, 2023	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Business Acquisition [Line Items]
Cash Consideration				$ 23,916	$ 0
Goodwill	$ 140,083		$ 140,083	140,083		$ 124,217
Concerto
Business Acquisition [Line Items]
Cash Consideration	23,916	$ 23,916
Total Consideration	23,916	23,916
Accounts receivable, net	563	563	563	563
Prepaid expenses	1,171	330	1,171	1,171
Measurement period adjustments, prepaid expenses			841
Property and equipment, net	7,969	7,969	7,969	7,969
Operating lease assets	7,533	6,892	7,533	7,533
Measurement period adjustments, operating lease assets			641
Goodwill	15,866	17,348	15,866	15,866
Measurement period adjustments, goodwill			(1,482)
Deposits and other	343	343	343	343
Accounts payable and accrued expenses	(353)	(353)	(353)	(353)
Reported and estimated claims	(111)	(111)	(111)	(111)
Operating lease obligations	(8,941)	(8,941)	(8,941)	(8,941)
Finance lease obligations	(124)	(124)	(124)	(124)
Fair value of assets and liabilities	$ 23,916	$ 23,916	23,916	$ 23,916
Measurement period adjustments, fair value of assets and liabilities			$ 0

Leases - Schedule of Weighted Average Lease Terms and Discount Rates (Details)	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Weighted average remaining lease term, Operating leases	7 years 10 months 24 days	8 years 9 months 18 days
Weighted average remaining lease term, Finance leases	3 years 3 months 18 days	3 years 9 months 18 days
Weighted average discount rate, Operating leases	6.86%	6.61%
Weighted average discount rate, Finance leases	7.94%	8.76%

Revenue Recognition - Schedule of Concentration of Net Receivable (Details) - Accounts Receivable - Customer Concentration Risk	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Revenue Recognition
Risk percentage	100.00%	100.00%
Medicaid
Revenue Recognition
Risk percentage	60.00%	61.00%
Medicare
Revenue Recognition
Risk percentage	32.00%	29.00%
Private pay and other
Revenue Recognition
Risk percentage	8.00%	10.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Acquisitions (Tables)

9 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Schedule of Preliminary Allocation of the Purchase Price

The following table presents a preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date:


	Preliminary allocation		Measurement period adjustments		Adjusted allocation
	in thousands

Cash Consideration	$	23,916	$	—	$	23,916
Total Consideration	$	23,916	$	—	$	23,916

Accounts receivable, net	$	563	$	—	$	563
Prepaid expenses	330		841		1,171
Property and equipment, net	7,969		—		7,969
Operating lease assets	6,892		641		7,533
Goodwill	17,348		(1,482)		15,866
Deposits and other	343		—		343
Accounts payable and accrued expenses	(353)		—		(353)
Reported and estimated claims	(111)		—		(111)
Operating lease obligations	(8,941)		—		(8,941)
Finance lease obligations	(124)		—		(124)
Fair value of assets and liabilities	$	23,916	$	—	$	23,916

Schedule of Assets Acquired and Liabilities Assumed

The following table presents a preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date:


	Preliminary allocation		Measurement period adjustments		Adjusted allocation
	in thousands

Cash Consideration	$	23,916	$	—	$	23,916
Total Consideration	$	23,916	$	—	$	23,916

Accounts receivable, net	$	563	$	—	$	563
Prepaid expenses	330		841		1,171
Property and equipment, net	7,969		—		7,969
Operating lease assets	6,892		641		7,533
Goodwill	17,348		(1,482)		15,866
Deposits and other	343		—		343
Accounts payable and accrued expenses	(353)		—		(353)
Reported and estimated claims	(111)		—		(111)
Operating lease obligations	(8,941)		—		(8,941)
Finance lease obligations	(124)		—		(124)
Fair value of assets and liabilities	$	23,916	$	—	$	23,916

Cost Method and Equity Method Investments (Tables)

9 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of Cost Method and Equity Method Investments

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


in thousands	March 31, 2024		June 30, 2023
Cost method investments	$	2,645	$	4,645
Equity method investments	848		848
Total investments	$	3,493	$	5,493

Segment Reporting - Schedule of Operating Results by Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Total revenues	$ 193,071	$ 172,539	$ 564,454	$ 511,213
External provider costs	99,996	89,805	300,319	279,550
Cost of care, excluding depreciation and amortization	59,078	53,949	168,649	158,881
Center-Level Contribution Margin	33,997	28,785	95,486	72,782
Overhead costs	34,728	32,962	100,162	100,148
Depreciation and amortization	5,062	3,992	13,621	11,087
Interest expense, net	(1,022)	(405)	(2,619)	(1,231)
Other income (expense)	525	(101)	2,043	380
Loss on minority equity interest investment	(118)	0	(2,000)	0
Income (Loss) Before Income Taxes	(6,408)	(8,675)	(20,873)	(39,304)
Capitation revenue
Segment Reporting Information [Line Items]
Total revenues	192,756	172,196	563,490	510,268
Other service revenue
Segment Reporting Information [Line Items]
Total revenues	315	343	964	945
PACE
Segment Reporting Information [Line Items]
Total revenues	192,834	172,283	563,722	510,531
External provider costs	99,996	89,805	300,319	279,550
Cost of care, excluding depreciation and amortization	58,959	53,861	168,227	158,455
Center-Level Contribution Margin	33,879	28,617	95,176	72,526
Overhead costs	34,727	33,041	100,152	100,148
Depreciation and amortization	4,929	3,858	13,264	10,739
Interest expense, net	(978)	(360)	(2,484)	(1,095)
Other income (expense)	525	(101)	2,043	380
Loss on minority equity interest investment	(118)	0	(2,000)	0
Income (Loss) Before Income Taxes	(6,348)	(8,743)	(20,681)	(39,076)
PACE \| Capitation revenue
Segment Reporting Information [Line Items]
Total revenues	192,756	172,196	563,490	510,268
PACE \| Other service revenue
Segment Reporting Information [Line Items]
Total revenues	78	87	232	263
All other
Segment Reporting Information [Line Items]
Total revenues	237	256	732	682
External provider costs	0	0	0	0
Cost of care, excluding depreciation and amortization	119	88	422	426
Center-Level Contribution Margin	118	168	310	256
Overhead costs	1	(79)	10	0
Depreciation and amortization	133	134	357	348
Interest expense, net	(44)	(45)	(135)	(136)
Other income (expense)	0	0	0	0
Loss on minority equity interest investment	0	0	0	0
Income (Loss) Before Income Taxes	(60)	68	(192)	(228)
All other \| Capitation revenue
Segment Reporting Information [Line Items]
Total revenues	0	0	0	0
All other \| Other service revenue
Segment Reporting Information [Line Items]
Total revenues	$ 237	$ 256	$ 732	$ 682

Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Component of Lease Cost
Total lease expense	$ 7,544	$ 7,181
Cost of care excluding depreciation and amortization and Corporate, general and administrative
Component of Lease Cost
Operating lease cost	3,880	3,334
Variable lease cost	70	0
Short-term lease cost	136	23
Depreciation and amortization
Component of Lease Cost
Amortization of leased assets	3,458	2,923
Interest expense, net
Component of Lease Cost
Interest on lease liabilities	$ 0	$ 901

Cost Method and Equity Method Investments - Schedule of Equity Method and Cost Method Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Investments, Debt and Equity Securities [Abstract]
Cost method investments	$ 2,645	$ 4,645
Equity method investments	848	848
Total investments	$ 3,493	$ 5,493

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 whether accruals are appropriate. The Company expenses legal costs as such costs are incurred. Civil Investigative Demands 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 certain states where the Company operates (California, Colorado, New Mexico, Pennsylvania, and Virginia). In December 2022, the Company received a supplemental civil investigative demand requesting supplemental information on the same matters. The Company continues to fully cooperate with the DOJ and produce the requested information and documentation. We are currently unable to predict the outcome of this investigation. Stockholder Lawsuits On October 14, 2021, and subsequently amended on June 21, 2022, 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 (the "Securities Action"). Through the complaint, plaintiffs are asserting claims against the Company, certain of the Company’s officers and directors, Apax Partners, L.P., Welsh, Carson, Anderson & Stowe and the underwriters in the Company’s IPO, alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 for making allegedly inaccurate and misleading statements and omissions in connection with the Company’s IPO and subsequent earnings calls and public filings, and seeking compensatory damages, among other things. On September 13, 2022, the Company and the officer and director defendants and Apax Partners, L.P. and Welsh, Carson, Anderson & Stowe filed a motion to dismiss the amended complaint for failure to state a claim upon which relief can be granted. On December 22, 2023, the District Court granted in part and denied in part the motion to dismiss. The action is now in discovery. On April 20, 2022, the Board of Directors of the Company received a books and records demand pursuant to Section 220 of the Delaware General Corporation Law, from a purported stockholder of the Company, Brian Hall, in connection with the stockholder’s investigation of, among other matters, potential breaches of fiduciary duty, mismanagement, self-dealing, corporate waste or other violations of law by the Company’s Board with respect to these matters. On May 15, 2023, Mr. Hall filed a lawsuit in the Delaware Court of Chancery asserting derivative claims for breach of fiduciary duty against certain of the Company’s current and former officers and directors generally relating to alleged failures by the defendants to take remedial actions to address the matters that resulted in sanctions by CMS at certain of the Company’s centers, and alleged misstatements in the Company’s public filings relating to those matters. On June 28, 2023, upon stipulation of the parties, the court entered an order staying the litigation pending the resolution of the motion to dismiss in the Securities Action or upon fifteen days’ notice by any party to the litigation. On January 22, 2024, upon stipulation of the parties, the court entered an order further staying the litigation pending the close of fact discovery in the Securities Action. We are currently unable to predict the outcome of these matters. Other Matters In the third fiscal quarter of 2023, the Company agreed to settle a wage and hour class action lawsuit in the State of California for a cash payment of $1.2 million. Subsequently, the Company was notified of certain additional individual claims and agreed to include such claims within the class. As a result, in October 2023, the Company agreed to increase the settlement amount to a total of $1.3 million. The Court entered the final approval of the settlement on April 2, 2024 and the payout is expected to occur in the fourth quarter of fiscal 2024. Because the results of legal proceedings and claims are inherently unpredictable and uncertain, we are currently unable to predict whether the legal proceedings we are involved in will, either individually or in the aggregate, have a material adverse effect on our business, financial condition, or cash flows. The outcomes of legal proceedings and claims 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.

Business (Details)	9 Months Ended
Business (Details)	Mar. 31, 2024 segment participant center
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments \| segment	1
Number of PACE participants \| participant	6,820
Number of PACE centers excluding non-consolidating joint ventures \| center	19
Percentage of obligation for health care costs	100.00%

Stock-based Compensation - Schedule of Time-based Awards (Details) - Time-based options awards $ / shares in Units, $ in Millions	9 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Number of awards
Outstanding balance, beginning (in shares) \| shares	716,661
Granted (in shares) \| shares	0
Forfeited (in shares) \| shares	(108,108)
Exercised (in shares) \| shares	(54,054)
Expired (in shares) \| shares	0
Outstanding balance, ending (in shares) \| shares	554,499
Exercisable balance (in shares) \| shares	311,904
Weighted average grant-date fair value per share
Outstanding balance, beginning (in dollars per share) \| $ / shares	$ 1.43
Granted (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0.31
Exercised (in dollars per share) \| $ / shares	0.19
Expired (in dollars per share) \| $ / shares	0
Outstanding balance, ending (in dollars per share) \| $ / shares	1.77
Exercisable balance (in dollars per share) \| $ / shares	$ 0.17
Unrecognized compensation cost \| $	$ 0.1
Weighted-average period (in years)	1 year 3 months 18 days

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Preparation and Principles of Consolidation	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, 2023. 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 the Company, 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 loss reported in the statements of operations for all periods presented.
Recently Adopted Accounting Pronouncements / Recent Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements Financial Instruments In April 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. The CECL model is expected to result in more timely recognition of credit losses. The Company adopted the standard on July 1, 2023. Our adoption of the standard did not have a material impact to the condensed consolidated financial statements. The Company makes estimates of expected credit losses based on a combination of factors, including historical losses adjusted for current market conditions, delinquency trends, aging behaviors of receivables and credit and liquidity indicators, and future market and economic conditions and regularly reviews the adequacy of the allowance for credit losses. Recent Accounting Pronouncements Not Yet Adopted Segment Reporting In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. Additionally, ASU 2023-07 requires that all existing annual segment disclosures be provided on an interim basis and clarifies that single reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety. ASU 2023-07 will be applied retrospectively and is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on our condensed consolidated financial statements. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional disclosures related to rate reconciliation, income taxes paid, and other disclosures. ASU 2023-09 requires public companies to annually (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. Additionally, ASU 2023-09 requires public companies to annually disclose the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, as well as the amount of income taxes paid by individual jurisdiction. For public companies, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2023-09 on our 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.

Fair Value Measurements - Schedule of Fair Value of Cash, Cash Equivalents and Marketable Securities by Significant Investment Category (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Fair values, Assets Measured on a Recurring Basis
Amortized Cost	$ 99,053	$ 173,419
Fair Value	99,330	173,462
Cash and Cash Equivalents	54,095	127,249
Short- term Investments	45,235	46,213
Cash
Fair values, Assets Measured on a Recurring Basis
Amortized Cost	20,511	49,775
Fair Value	20,511	49,775
Cash and Cash Equivalents	20,511	49,775
Short- term Investments	0	0
Money market funds \| Level 1
Fair values, Assets Measured on a Recurring Basis
Amortized Cost	33,584	77,474
Fair Value	33,584	77,474
Cash and Cash Equivalents	33,584	77,474
Short- term Investments	0	0
Mutual funds \| Level 1
Fair values, Assets Measured on a Recurring Basis
Amortized Cost	44,958	46,170
Fair Value	45,235	46,213
Cash and Cash Equivalents	0	0
Short- term Investments	$ 45,235	$ 46,213

Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Summary of Significant Accounting Policies
Property and equipment, gross	$ 275,787		$ 275,787		$ 262,865
Less: accumulated depreciation and amortization	(84,597)		(84,597)		(70,677)
Total property and equipment, net	191,190		191,190		192,188
Depreciation	4,900	$ 3,800	13,100	$ 9,900
Land
Summary of Significant Accounting Policies
Property and equipment, gross	11,970		11,970		11,970
Buildings and leasehold improvements
Summary of Significant Accounting Policies
Property and equipment, gross	$ 144,847		$ 144,847		124,262
Buildings and leasehold improvements \| Minimum
Summary of Significant Accounting Policies
Estimated Useful Lives	10 years		10 years
Buildings and leasehold improvements \| Maximum
Summary of Significant Accounting Policies
Estimated Useful Lives	40 years		40 years
Software
Summary of Significant Accounting Policies
Property and equipment, gross	$ 30,677		$ 30,677		26,656
Software \| Minimum
Summary of Significant Accounting Policies
Estimated Useful Lives	3 years		3 years
Software \| Maximum
Summary of Significant Accounting Policies
Estimated Useful Lives	5 years		5 years
Equipment and vehicles
Summary of Significant Accounting Policies
Property and equipment, gross	$ 64,857		$ 64,857		57,754
Equipment and vehicles \| Minimum
Summary of Significant Accounting Policies
Estimated Useful Lives	3 years		3 years
Equipment and vehicles \| Maximum
Summary of Significant Accounting Policies
Estimated Useful Lives	7 years		7 years
Construction in progress
Summary of Significant Accounting Policies
Property and equipment, gross	$ 23,436		$ 23,436		$ 42,223

Summary of Significant Accounting Policies

9 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

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, 2023 (“2023 10-K”). With the exception of Recently Adopted Accounting Pronouncements described below, there were no significant changes to those accounting policies during the nine months ended March 31, 2024.

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, 2023. 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 the Company, 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 loss reported in the statements of operations for all periods presented.

Property and Equipment

Property and equipment were comprised of the following as of March 31, 2024 and June 30, 2023:


dollars in thousands	Estimated Useful Lives	March 31, 2024		June 30, 2023
Land	N/A	$	11,970	$	11,970
Buildings and leasehold improvements	10 - 40 years	144,847		124,262
Software	3 - 5 years	30,677		26,656
Equipment and vehicles	3 - 7 years	64,857		57,754
Construction in progress	N/A	23,436		42,223
		275,787		262,865
Less: accumulated depreciation and amortization		(84,597)		(70,677)
Total property and equipment, net		$	191,190	$	192,188

Depreciation of $4.9 million and $3.8 million was recorded during the three months ended March 31, 2024 and 2023, respectively. Depreciation of $13.1 million and $9.9 million was recorded during the nine months ended March 31, 2024 and March 31, 2023, respectively.

Recently Adopted Accounting Pronouncements

Financial Instruments

In April 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. The CECL model is expected to result in more timely recognition of credit losses. The Company adopted the standard on July 1, 2023. Our adoption of the standard did not have a material impact to the condensed consolidated financial statements. The Company makes estimates of expected credit losses based on a combination of factors, including historical losses adjusted for current market conditions, delinquency trends, aging behaviors of receivables and credit and liquidity indicators, and future market and economic conditions and regularly reviews the adequacy of the allowance for credit losses.

Recent Accounting Pronouncements Not Yet Adopted

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. Additionally, ASU 2023-07 requires that all existing annual segment disclosures be provided on an interim basis and clarifies that single reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety. ASU 2023-07 will be applied retrospectively and is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on our condensed consolidated financial statements.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional disclosures related to rate reconciliation, income taxes paid, and other disclosures. ASU 2023-09 requires public companies to annually (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. Additionally, ASU 2023-09 requires public companies to annually disclose the amount of income taxes paid, disaggregated by federal, state, and

foreign taxes, as well as the amount of income taxes paid by individual jurisdiction. For public companies, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2023-09 on our 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.

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (224)	$ (1,365)	$ 94	$ (7,747)
Effective tax rate (as a percent)	3.50%	17.20%	(0.50%)	19.70%
Valuation allowance	$ 15,400		$ 15,400		$ 8,300

- Definition

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

+ References + Details

Segment Reporting - Narrative (Details)	9 Months Ended
Segment Reporting - Narrative (Details)	Mar. 31, 2024 segment division
Segment Reporting Information [Line Items]
Number of operating segments	3
Number of reportable segments	1
PACE
Segment Reporting Information [Line Items]
Number of operating segments	2
Number of geographic divisions \| division	2

Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Outstanding borrowings	$ 66,939	$ 69,784
Less: unamortized debt issuance costs	823	1,145
Less: current maturities	3,795	3,795
Long-term debt, net of debt issuance costs	62,321	64,844
Term Loan Facility
Debt Instrument [Line Items]
Outstanding borrowings	64,688	67,500
Convertible term loan
Debt Instrument [Line Items]
Outstanding borrowings	$ 2,251	$ 2,284

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-based Compensation - 2021 Omnibus Incentive Plan (Details) - shares		1 Months Ended
	Mar. 04, 2023	Mar. 31, 2021
2021 Omnibus Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized (in shares)		14,700,000
Time Based Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		3 years
Time Based Restricted Stock Units \| Vesting Option One, 2nd Anniversary of the Grant Date
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of vesting	100.00%
Time Based Restricted Stock Units \| Vesting Option Two, Year 1
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of vesting		33.33%
Time Based Restricted Stock Units \| Vesting Option Two, Year 2
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of vesting		33.33%
Time Based Restricted Stock Units \| Vesting Option Two, Year 3
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of vesting		33.33%
Time-Based Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		3 years

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Activities
Net loss	$ (20,967)	$ (31,557)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Gain (loss) on disposal of assets	(14)	482
Provision for uncollectible accounts	5,252	2,319
Depreciation and amortization	13,621	11,087
Operating lease rentals	3,831	3,500
Amortization of deferred financing costs	322	322
Stock-based compensation	5,140	3,456
Loss on minority equity interest investment	2,000	0
Deferred income taxes	(78)	(12,046)
Other	302	(726)
Changes in operating assets and liabilities
Accounts receivable, net	(16,802)	(609)
Prepaid expenses	4,382	(81)
Income tax receivable	(3,068)	7,727
Deposits and other	(2,350)	(836)
Accounts payable and accrued expenses	(5,402)	25,161
Reported and estimated claims	6,171	641
Due to Medicaid and Medicare	2,270	1,870
Income taxes payable	(1,212)	0
Operating lease liabilities	(4,054)	(3,625)
Deferred revenue	(28,115)	0
Net cash provided by (used in) operating activities	(38,771)	7,085
Investing Activities
Purchases of property and equipment	(4,609)	(19,329)
Purchases of short-term investments	(1,782)	(45,000)
Proceeds from sale of short-term investments	3,000	0
Acquisition of business	(23,916)	0
Net cash used in investing activities	(27,307)	(64,329)
Financing Activities
Payments for finance lease obligations	(3,581)	(2,637)
Principal payments on long-term debt	(2,846)	(2,843)
Taxes paid related to net share settlements of stock-based compensation awards	(651)	0
Net cash used in financing activities	(7,078)	(5,480)
DECREASE IN CASH, CASH EQUIVALENTS & RESTRICTED CASH	(73,156)	(62,724)
CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD	127,265	184,446
CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD	54,109	121,722
Supplemental Cash Flows Information
Interest paid	2,894	2,826
Income taxes paid	4,452	13
Property and equipment included in accounts payable	432	1,811
Property and equipment purchased under finance leases	$ 108	$ 8,157

Leases - Schedule of Future Maturities of Lease Payments for Operating / Finance Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Operating Lease
Amount remaining in 2024	$ 1,527
2025	6,032
2026	5,996
2027	5,742
2028	4,952
Thereafter	15,680
Total lease payments	39,929
Less liability accretion / imputed interest	(8,479)
Total lease liabilities	31,450
Less: Current lease liabilities	4,128	$ 3,530
Total long-term lease liabilities	27,322	18,828
Finance Lease
Amount remaining in 2024	1,509
2025	5,326
2026	4,302
2027	3,576
2028	1,767
Thereafter	0
Total lease payments	16,480
Less liability accretion / imputed interest	(2,116)
Total lease liabilities	14,364
Less: Current lease liabilities	4,466	4,722
Total long-term lease liabilities	9,898	$ 13,114
Total
Amount remaining in 2024	3,036
2025	11,358
2026	10,298
2027	9,318
2028	6,719
Thereafter	15,680
Total lease payments	56,409
Less liability accretion / imputed interest	(10,595)
Total lease liabilities	45,814
Less: Current lease liabilities	8,594
Total long-term lease liabilities	$ 37,220

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Property and Equipment

Property and equipment were comprised of the following as of March 31, 2024 and June 30, 2023:


dollars in thousands	Estimated Useful Lives	March 31, 2024		June 30, 2023
Land	N/A	$	11,970	$	11,970
Buildings and leasehold improvements	10 - 40 years	144,847		124,262
Software	3 - 5 years	30,677		26,656
Equipment and vehicles	3 - 7 years	64,857		57,754
Construction in progress	N/A	23,436		42,223
		275,787		262,865
Less: accumulated depreciation and amortization		(84,597)		(70,677)
Total property and equipment, net		$	191,190	$	192,188

Stock-based Compensation - Schedule of Restricted Stock Units Activity (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Time Based Restricted Stock Units
Number of awards
Outstanding balance, beginning (in shares) \| shares	1,873,794
Granted (in shares) \| shares	447,269
Forfeited (in shares) \| shares	(137,416)
Vested (in shares) \| shares	(361,959)
Outstanding balance, ending (in shares) \| shares	1,821,688
Weighted average grant-date fair value per share
Outstanding balance, beginning (in dollars per share) \| $ / shares	$ 10.10
Granted (in dollars per share) \| $ / shares	5.52
Forfeited (in dollars per share) \| $ / shares	5.39
Vested (in dollars per share) \| $ / shares	5.83
Outstanding balance, ending (in dollars per share) \| $ / shares	$ 10.18
Unrecognized compensation cost \| $	$ 5.9
Weighted-average period (in years)	1 year 8 months 12 days
Performance Based Restricted Stock Units
Number of awards
Outstanding balance, beginning (in shares) \| shares	258,767
Granted (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Vested (in shares) \| shares	0
Outstanding balance, ending (in shares) \| shares	258,767
Weighted average grant-date fair value per share
Outstanding balance, beginning (in dollars per share) \| $ / shares	$ 5.18
Granted (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	0
Outstanding balance, ending (in dollars per share) \| $ / shares	$ 5.18
Unrecognized compensation cost \| $	$ 0.5
Weighted-average period (in years)	1 year 8 months 12 days

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Capital Stock	Additional Paid-in Capital	Retained Earnings (Deficit)	Noncontrolling Interests
Balances, Beginning (in shares) at Jun. 30, 2022		135,532,811
Balances, Beginning at Jun. 30, 2022	$ 338,466	$ 136	$ 327,499	$ 4,729	$ 6,102
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)		69,653
Stock-based compensation	3,456		3,456
Net loss	(29,740)			(29,496)	(244)
Balances, Ending (in shares) at Mar. 31, 2023		135,602,464
Balances, Ending at Mar. 31, 2023	312,182	$ 136	330,955	(24,767)	5,858
Beginning balance at Jun. 30, 2022	15,278
Redeemable non-controlling interests (Temporary Equity)
Net loss	(1,817)
Ending balance at Mar. 31, 2023	13,461
Redeemable non-controlling interests (Temporary Equity)
Net loss	(31,557)
Balances, Beginning (in shares) at Dec. 31, 2022		135,596,225
Balances, Beginning at Dec. 31, 2022	317,721	$ 136	329,777	(18,137)	5,945
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)		6,239
Stock-based compensation	1,178		1,178
Net loss	(6,717)			(6,630)	(87)
Balances, Ending (in shares) at Mar. 31, 2023		135,602,464
Balances, Ending at Mar. 31, 2023	312,182	$ 136	330,955	(24,767)	5,858
Beginning balance at Dec. 31, 2022	14,054
Redeemable non-controlling interests (Temporary Equity)
Net loss	(593)
Ending balance at Mar. 31, 2023	13,461
Redeemable non-controlling interests (Temporary Equity)
Net loss	(7,310)
Balances, Beginning (in shares) at Jun. 30, 2023		135,639,845
Balances, Beginning at Jun. 30, 2023	302,092	$ 136	332,107	(35,944)	5,793
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)		445,635
Stock-based compensation	5,140		5,140
Tax withholding related to net share settlements of stock-based compensation awards (in shares)		(160,175)
Tax withholding related to net share settlements of stock-based compensation awards	(651)		(651)
Net loss	(19,847)			(19,638)	(209)
Balances, Ending (in shares) at Mar. 31, 2024		135,925,305
Balances, Ending at Mar. 31, 2024	286,734	$ 136	336,596	(55,582)	5,584
Beginning balance at Jun. 30, 2023	12,708
Redeemable non-controlling interests (Temporary Equity)
Net loss	(1,120)
Ending balance at Mar. 31, 2024	11,588
Redeemable non-controlling interests (Temporary Equity)
Net loss	(20,967)
Balances, Beginning (in shares) at Dec. 31, 2023		135,893,070
Balances, Beginning at Dec. 31, 2023	291,141	$ 136	335,062	(49,695)	5,638
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation (in shares)		86,234
Stock-based compensation	1,551		1,551
Tax withholding related to net share settlements of stock-based compensation awards (in shares)		(53,999)
Tax withholding related to net share settlements of stock-based compensation awards	(17)		(17)
Net loss	(5,941)			(5,887)	(54)
Balances, Ending (in shares) at Mar. 31, 2024		135,925,305
Balances, Ending at Mar. 31, 2024	286,734	$ 136	$ 336,596	$ (55,582)	$ 5,584
Beginning balance at Dec. 31, 2023	11,831
Redeemable non-controlling interests (Temporary Equity)
Net loss	(243)
Ending balance at Mar. 31, 2024	11,588
Redeemable non-controlling interests (Temporary Equity)
Net loss	$ (6,184)

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Redeemable noncontrolling Interests	$ 11,588	$ 11,831	$ 12,708	$ 13,461	$ 14,054	$ 15,278

Fair Value Measurements

9 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

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 1Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date

Level 2Quoted 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 3Unobservable inputs to the valuation techniques that are significant to the fair value measurements of the assets or liabilities

The following table shows the Company’s cash, cash equivalents and marketable securities by significant investment category as of March 31, 2024 and June 30, 2023:


	March 31, 2024
in thousands	Amortized Cost		Fair Value		Cash and Cash Equivalents		Short- term Investments
Cash	$	20,511	$	20,511	$	20,511	$	—
Level 1
Money market funds	33,584		33,584		33,584		—
Mutual funds	44,958		45,235		—		45,235
Total	$	99,053	$	99,330	$	54,095	$	45,235

	June 30, 2023
in thousands	Amortized Cost		Fair Value		Cash and Cash Equivalents		Short- term Investments
Cash	$	49,775	$	49,775	$	49,775	$	—
Level 1
Money market funds	77,474		77,474		77,474		—
Mutual funds	46,170		46,213		—		46,213
Total	$	173,419	$	173,462	$	127,249	$	46,213

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. The fair value of the redeemable noncontrolling interest is determined utilizing a discounted cash flow model. As of March 31, 2024 and June 30, 2023, the Company’s redeemable noncontrolling interest was recorded at carrying value of $11.6 million and $12.7 million, respectively.

There were no transfers in and out of Level 3 during the nine months ended March 31, 2024 or 2023.

- 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

9 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation


	Three months ended March 31,				Nine months ended March 31,
	2024		2023		2024		2023
	in thousands				in thousands

Stock options	$	171	$	246	$	610	$	780
Profits interests units	191		205		820		662
Restricted stock units	1,189		757		3,710		2,279
Total stock-based compensation expense	$	1,551	$	1,208	$	5,140	$	3,721

2020 Equity Incentive Plan

Profits Interests

TCO Group Holdings, L.P. (the “LP”), the Company’s largest shareholder and prior to the IPO, the Company’s parent, maintains the TCO Group Holdings, L.P. Equity Incentive Plan (the "2020 Equity Incentive Plan") pursuant to which interests in the LP in the form of Class B Units (profits interests) can be granted to employees, directors, consultants, advisers, and other service providers (including partners) of the LP or any of its affiliates, including the Company. A maximum number of 16,162,177 Class B Units are authorized for grant under the 2020 Equity Incentive Plan, and both performance-based and time-based units have been issued under the plan. As of March 31, 2024, a total of 15,222,837 profits interests units had 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. A total of 2,213,700 Class B Units were awarded during the nine months ended March 31, 2024 to the Company's Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer. The assumptions under the Monte Carlo model related to the profits interests units, presented on a weighted-average basis, are provided below:


		Nine Months Ended March 31, 2024
Expected volatility		68.0-76.0	%
Expected life (years) - time vesting units		2.7 - 3.1
Interest rate		4.23 - 4.57	%
Dividend yield		—
Weighted-average fair value	$	1.59 - 2.17
Fair value of underlying stock	$	5.52 - 7.27

A summary of profits interests activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	1,264,337	$	1.28
Granted	1,106,850	$	6.21
Forfeited	(380,679)	$	1.28
Vested	(703,395)	$	1.28
Outstanding balance, March 31, 2024	1,287,113	$	5.52


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

Outstanding balance, June 30, 2023	2,118,558	$	0.57
Granted	1,106,850	$	1.78
Forfeited	(1,853,737)	$	0.57
Vested	—	$	—
Outstanding balance, March 31, 2024	1,371,671	$	1.55

The total unrecognized compensation cost related to profits interests units outstanding as of March 31, 2024 was $3.9 million, comprised (i) $1.8 million related to time-based unit awards expected to be recognized over a weighted-average period of 2.8 years and (ii) $2.1 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 (i) vested on March 4, 2023, the second anniversary of the grant date, or (ii) vest 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. Certain awards under this plan vest upon achieving specific share price performance criteria and are determined to have performance-based vesting conditions. The Company has also issued time-based stock options under this plan to its employees which generally vest in equal parts over a three-year period.

Restricted Stock Units

A summary of time-based vesting restricted stock units activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	1,873,794	$	10.10
Granted	447,269	$	5.52
Forfeited	(137,416)	$	5.39
Vested	(361,959)	$	5.83
Outstanding balance, March 31, 2024	1,821,688	$	10.18

The total unrecognized compensation cost related to time based restricted stock units outstanding as of March 31, 2024 was $5.9 million and is expected to be recognized over a weighted-average period of 1.7 years.

A summary of performance based vesting restricted stock units activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	258,767	$	5.18
Granted	—	$	—
Forfeited	—	$	—
Vested	—	$	—
Outstanding balance, March 31, 2024	258,767	$	5.18

The total unrecognized compensation cost related to performance based vesting restricted stock units outstanding as of March 31, 2024 was $0.5 million and is expected to be recognized over a weighted-average period of 1.7 years.

Nonqualified Stock Options

A summary of time-based vesting stock option activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	716,661	$	1.43
Granted	—	$	—
Forfeited	(108,108)	$	0.31
Exercised	(54,054)	$	0.19
Expired	—	$	—
Outstanding balance, March 31, 2024	554,499	$	1.77

Exercisable balance, March 31, 2024	311,904	$	0.17

The total unrecognized compensation cost related to time-based vesting stock options outstanding as of March 31, 2024 was $0.1 million and is expected to be recognized over a weighted-average period of 1.3 years.

A summary of performance-based vesting stock option activity for the nine months ended March 31, 2024 is as follows:


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

Outstanding balance, June 30, 2023	776,299	$	3.08
Granted	—	$	—
Forfeited	—	$	—
Vested	—	$	—
Outstanding balance, March 31, 2024	776,299	$	3.08

The total unrecognized compensation cost related to performance-based vesting stock options outstanding as of March 31, 2024 was $0.9 million and is expected to be recognized over a weighted-average period of 1.8 years.

Goodwill and Intangible Assets - Schedule of Intangible Asset (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
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	(3,897)	(3,402)
Balance as of end of period	$ 4,703	$ 5,198

Leases - Schedule of Balance Sheet Classification (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Assets:
Operating lease assets	$ 29,118	$ 21,210
Finance lease assets	$ 13,041	$ 16,378
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Total leased assets	$ 42,159	$ 37,588

Stock-based Compensation - Schedule of Weighted-Average Assumptions (Details)	9 Months Ended
	Mar. 31, 2024 $ / shares
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average fair value (in dollars per share)	$ 1.59
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average fair value (in dollars per share)	$ 2.17
Profits interests units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Minimum expected volatility	68.00%
Maximum expected volatility	76.00%
Minimum interest rate	4.23%
Maximum interest rate	4.57%
Dividend yield	0.00%
Profits interests units \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years) - time vesting units	2 years 8 months 12 days
Fair value of underlying stock (in dollars per share)	$ 5.52
Profits interests units \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years) - time vesting units	3 years 1 month 6 days
Fair value of underlying stock (in dollars per share)	$ 7.27

Fair Value Measurements (Tables)

9 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Cash, Cash Equivalents and Marketable Securities by Significant Investment Category

The following table shows the Company’s cash, cash equivalents and marketable securities by significant investment category as of March 31, 2024 and June 30, 2023:


	March 31, 2024
in thousands	Amortized Cost		Fair Value		Cash and Cash Equivalents		Short- term Investments
Cash	$	20,511	$	20,511	$	20,511	$	—
Level 1
Money market funds	33,584		33,584		33,584		—
Mutual funds	44,958		45,235		—		45,235
Total	$	99,053	$	99,330	$	54,095	$	45,235

	June 30, 2023
in thousands	Amortized Cost		Fair Value		Cash and Cash Equivalents		Short- term Investments
Cash	$	49,775	$	49,775	$	49,775	$	—
Level 1
Money market funds	77,474		77,474		77,474		—
Mutual funds	46,170		46,213		—		46,213
Total	$	173,419	$	173,462	$	127,249	$	46,213

Long-Term Debt - Narrative (Details) - USD ($)			3 Months Ended		9 Months Ended
Long-Term Debt - Narrative (Details) - USD ($)	Mar. 08, 2021	Sep. 01, 2015	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Debt Instrument [Line Items]
Outstanding borrowings			$ 66,939,000		$ 66,939,000		$ 69,784,000
Term Loan Facility
Debt Instrument [Line Items]
Outstanding borrowings			64,688,000		64,688,000		67,500,000
Convertible term loan
Debt Instrument [Line Items]
Interest rate (as a percent)		6.68%
Outstanding borrowings			2,251,000		2,251,000		$ 2,284,000
Monthly principal and interest payments		$ 20,000.00
2021 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Loan amount	$ 100,000,000
Letters of credit, issued amounts			4,000,000		4,000,000
Commitment fee percentage	0.25%
Outstanding borrowings			0		0
Remaining borrowing capacity			96,000,000		96,000,000
Deferred financing costs amortized			2,000,000		2,000,000
Amortization of deferred financing costs			$ 100,000	$ 100,000	$ 300,000	$ 300,000
2021 Credit Agreement \| Term Loan Facility
Debt Instrument [Line Items]
Loan amount	$ 75,000,000
Percentage of aggregate outstanding principal amount (as a percent)	1.25%
Interest rate (as a percent)			7.16%		7.16%

Related Party Transactions	9 Months Ended
Related Party Transactions	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Pursuant to the PWD Amended and Restated Agreement of Limited Partnership, the general partner, which is a subsidiary of the Company (the “General Partner”), funds operating deficits and shortfalls of PWD in the form of a loan. At each of March 31, 2024 and June 30, 2023, $0.7 million was recorded in Deposits and other. Additionally, the General Partner is paid an administration fee of $35,000 per year.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Goodwill and Intangible Assets - Narrative (Details)	3 Months Ended		9 Months Ended
Goodwill and Intangible Assets - Narrative (Details)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) reporting_unit	Mar. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 140,083,000		$ 140,083,000		$ 124,217,000
Number of reporting units \| reporting_unit			2
Impairment loss			$ 0	$ 0
Intangible asset amortization expense	$ 200,000	$ 200,000	500,000	500,000
Intangible asset impairments			$ 0	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Acquisitions

9 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Acquisitions

On December 1, 2023, the Company acquired all of the issued and outstanding membership interests of two California-based PACE programs, ConcertoCare PACE of Bakersfield, LLC and ConcertoHealth PACE of Los Angeles, LLC (collectively "Concerto"), from Perfect Health, Inc. d/b/a ConcertoCare, a tech-enabled, value-based provider of at-home, comprehensive care for seniors and other adults with unmet health and social needs, for $23.9 million. We believe the Concerto acquisition complements our California PACE centers. The acquisition was funded through cash on hand. Results of operations from the acquired centers are included in our condensed consolidated statements of operations for the three and nine months ended March 31, 2024 and were not significant to our results. We incurred costs related to the acquisition of approximately $0.1 million during the nine months ended March 31, 2024. Acquisition related costs were expensed as incurred and have been recorded in corporate, general and administrative expenses in our condensed consolidated statements of operations.

The Concerto acquisition was accounted for using the purchase method of accounting. The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The fair values of assets acquired and liabilities assumed may change as the valuation of intangible assets, working capital adjustments, and overall purchase price allocation are being finalized. Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill recognized represents the

estimated future economic benefits arising from expected growth opportunities for the Company and is not deductible for income tax purposes.

The following table presents a preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date:


	Preliminary allocation		Measurement period adjustments		Adjusted allocation
	in thousands

Cash Consideration	$	23,916	$	—	$	23,916
Total Consideration	$	23,916	$	—	$	23,916

Accounts receivable, net	$	563	$	—	$	563
Prepaid expenses	330		841		1,171
Property and equipment, net	7,969		—		7,969
Operating lease assets	6,892		641		7,533
Goodwill	17,348		(1,482)		15,866
Deposits and other	343		—		343
Accounts payable and accrued expenses	(353)		—		(353)
Reported and estimated claims	(111)		—		(111)
Operating lease obligations	(8,941)		—		(8,941)
Finance lease obligations	(124)		—		(124)
Fair value of assets and liabilities	$	23,916	$	—	$	23,916

As of March 31, 2024, we recognized a measurement period adjustment for lease incentives related to tenant improvements. The adjustment resulted in an increase of $0.8 million to prepaid expenses and $0.6 million to operating lease assets, and a corresponding decrease of $1.5 million to goodwill.

Segment Reporting (Tables)

9 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Operating Results by Reportable Segments

The following table summarizes the operating results regularly provided to the CODM by reportable segment for the three months ended March 31, 2024 and 2023:


	March 31, 2024						March 31, 2023
(In thousands)	PACE		All other(1)		Totals		PACE		All other(1)		Totals
Capitation revenue	$	192,756	$	—	$	192,756	$	172,196	$	—	$	172,196
Other service revenue	78		237		315		87		256		343
Total revenues	192,834		237		193,071		172,283		256		172,539
External provider costs	99,996		—		99,996		89,805		—		89,805
Cost of care, excluding depreciation and amortization	58,959		119		59,078		53,861		88		53,949
Center-Level Contribution Margin	33,879		118		33,997		28,617		168		28,785
Overhead costs(2)	34,727		1		34,728		33,041		(79)		32,962
Depreciation and amortization	4,929		133		5,062		3,858		134		3,992
Interest expense, net	(978)		(44)		(1,022)		(360)		(45)		(405)
Other income (expense)	525		—		525		(101)		—		(101)
Loss on minority equity interest	(118)		—		(118)		—		—		—
Loss Before Income Taxes	$	(6,348)	$	(60)	$	(6,408)	$	(8,743)	$	68	$	(8,675)

The following table summarizes the operating results regularly provided to the CODM by reportable segment for the nine months ended March 31, 2024 and 2023:


	March 31, 2024						March 31, 2023
in thousands	PACE		All other(1)		Totals		PACE		All other(1)		Totals
Capitation revenue	$	563,490	$	—	$	563,490	$	510,268	$	—	$	510,268
Other service revenue	232		732		964		263		682		945
Total revenues	563,722		732		564,454		510,531		682		511,213
External provider costs	300,319		—		300,319		279,550		—		279,550
Cost of care, excluding depreciation and amortization	168,227		422		168,649		158,455		426		158,881
Center-Level Contribution Margin	95,176		310		95,486		72,526		256		72,782
Overhead costs(2)	100,152		10		100,162		100,148		—		100,148
Depreciation and amortization	13,264		357		13,621		10,739		348		11,087
Interest expense, net	(2,484)		(135)		(2,619)		(1,095)		(136)		(1,231)
Other income (expense)	2,043		—		2,043		380		—		380
Loss on minority equity interest	(2,000)		—		(2,000)		—		—		—
Income (Loss) Before Income Taxes	$	(20,681)	$	(192)	$	(20,873)	$	(39,076)	$	(228)	$	(39,304)

_________________________________

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

Leases

9 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

Leasing Arrangements as Lessee

The Company leases certain property and equipment under various third-party operating and finance lease agreements. The Company determines if an arrangement is or contains a lease at the lease inception date by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. The leases are noncancelable and expire on various terms from 2024 through 2032. We determine if an arrangement is a lease upon commencement of the contract. If an arrangement is determined to be a long-term lease (greater than 12 months), we recognize a right-of-use ("ROU") asset and lease liability based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may also include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We have elected to apply the short-term lease exception for contracts that have a lease term of twelve months or less and do not include an option to purchase the underlying asset. Therefore, we do not recognize an ROU asset or lease liability for such contracts. We recognize short-term lease payments as expense on a straight-line basis over the lease term. Variable lease payments that do not depend on an index or rate are recognized as expense. Certain leases include escalations based on inflation indexes and fair market value adjustments. Operating lease liabilities are calculated using the prevailing index or rate at lease commencement for such leases.

The following table presents the components of our ROU assets and their classification in our Balance Sheet at March 31, 2024:


Component of Lease Balances	Balance Sheet Line Items	March 31, 2024		June 30, 2023
in thousands
Assets:
Operating lease assets	Operating lease assets	$	29,118	$	21,210
Finance lease assets	Property and equipment, net	13,041		16,378
Total leased assets		$	42,159	$	37,588

The following table presents the components of our lease cost and the classification of such costs in our condensed consolidated statements of operations for the nine months ended March 31:


		Nine Months Ended March 31,
Component of Lease Cost	Statements of Operations Line Items	2024		2023
in thousands
Operating lease cost	Cost of care excluding depreciation and amortization and Corporate, general and administrative	$	3,880	$	3,334
Finance lease expense:
Amortization of leased assets	Depreciation and amortization	3,458		2,923
Interest on lease liabilities	Interest expense, net	—		901
Variable lease cost	Cost of care excluding depreciation and amortization and Corporate, general and administrative	70		—
Short-term lease cost	Cost of care excluding depreciation and amortization and Corporate, general and administrative	136		23
Total lease expense		$	7,544	$	7,181

The following table includes the weighted-average lease terms and discount rates for operating and finance leases as of March 31:


Weighted average remaining lease term:	March 31, 2024	March 31, 2023
Operating leases	7.9 years	8.8 years
Finance leases	3.3 years	3.8 years


Weighted average discount rate:	March 31, 2024		March 31, 2023
Operating leases	6.86	%	6.61	%
Finance leases	7.94	%	8.76	%

The following table includes the future maturities of lease payments for operating leases and finance leases for periods subsequent to March 31, 2024:


in thousands	Operating Lease		Finance Lease		Total
Amount remaining in 2024	$	1,527	$	1,509	$	3,036
2025	6,032		5,326		11,358
2026	5,996		4,302		10,298
2027	5,742		3,576		9,318
2028	4,952		1,767		6,719
Thereafter	15,680		—		15,680
Total lease payments	39,929		16,480		56,409
Less liability accretion / imputed interest	(8,479)		(2,116)		(10,595)
Total lease liabilities	31,450		14,364		45,814
Less: Current lease liabilities	4,128		4,466		8,594
Total long-term lease liabilities	$	27,322	$	9,898	$	37,220

Leases

Leasing Arrangements as Lessee

The following table presents the components of our ROU assets and their classification in our Balance Sheet at March 31, 2024:


Component of Lease Balances	Balance Sheet Line Items	March 31, 2024		June 30, 2023
in thousands
Assets:
Operating lease assets	Operating lease assets	$	29,118	$	21,210
Finance lease assets	Property and equipment, net	13,041		16,378
Total leased assets		$	42,159	$	37,588

The following table presents the components of our lease cost and the classification of such costs in our condensed consolidated statements of operations for the nine months ended March 31:


		Nine Months Ended March 31,
Component of Lease Cost	Statements of Operations Line Items	2024		2023
in thousands
Operating lease cost	Cost of care excluding depreciation and amortization and Corporate, general and administrative	$	3,880	$	3,334
Finance lease expense:
Amortization of leased assets	Depreciation and amortization	3,458		2,923
Interest on lease liabilities	Interest expense, net	—		901
Variable lease cost	Cost of care excluding depreciation and amortization and Corporate, general and administrative	70		—
Short-term lease cost	Cost of care excluding depreciation and amortization and Corporate, general and administrative	136		23
Total lease expense		$	7,544	$	7,181

The following table includes the weighted-average lease terms and discount rates for operating and finance leases as of March 31:


Weighted average remaining lease term:	March 31, 2024	March 31, 2023
Operating leases	7.9 years	8.8 years
Finance leases	3.3 years	3.8 years


Weighted average discount rate:	March 31, 2024		March 31, 2023
Operating leases	6.86	%	6.61	%
Finance leases	7.94	%	8.76	%

The following table includes the future maturities of lease payments for operating leases and finance leases for periods subsequent to March 31, 2024:


in thousands	Operating Lease		Finance Lease		Total
Amount remaining in 2024	$	1,527	$	1,509	$	3,036
2025	6,032		5,326		11,358
2026	5,996		4,302		10,298
2027	5,742		3,576		9,318
2028	4,952		1,767		6,719
Thereafter	15,680		—		15,680
Total lease payments	39,929		16,480		56,409
Less liability accretion / imputed interest	(8,479)		(2,116)		(10,595)
Total lease liabilities	31,450		14,364		45,814
Less: Current lease liabilities	4,128		4,466		8,594
Total long-term lease liabilities	$	27,322	$	9,898	$	37,220

Cover - shares	9 Months Ended
Cover - shares	Mar. 31, 2024	May 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
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	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		135,987,615
Entity Central Index Key	0001834376
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Stock-based Compensation - Profits Interests (Details) $ in Millions	9 Months Ended
	Mar. 31, 2024 USD ($) shares
Profits interests units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost \| $	$ 3.9
Time Vesting Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Profits interests granted (in shares)	1,106,850
Unrecognized compensation cost \| $	$ 1.8
Weighted-average period (in years)	2 years 9 months 18 days
Performance Vesting Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Profits interests granted (in shares)	1,106,850
Unrecognized compensation cost \| $	$ 2.1
Class B Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Profits interests granted (in shares)	2,213,700
2020 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Profits interests granted (in shares)	15,222,837
Maximum \| 2020 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized (in shares)	16,162,177

Acquisitions - Narrative (Details)			9 Months Ended
Acquisitions - Narrative (Details)	Mar. 31, 2024 USD ($)	Dec. 01, 2023 USD ($) program	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
Business Acquisition [Line Items]
Cash payments to acquire business			$ 23,916,000	$ 0
Concerto
Business Acquisition [Line Items]
Number of programs acquired \| program		2
Cash payments to acquire business	$ 23,916,000	$ 23,916,000
Incurred costs related to the acquisition			100,000
Goodwill expected to be deductible for income tax purposes		$ 0
Increase in prepaid expense			800,000
Increase in operating assets			600,000
Goodwill, increase (decrease)			$ (1,500,000)

Subsequent Events (Details) $ in Millions	May 02, 2024 USD ($)
Subsequent Event \| Pinewood Lodge, LLP (PWD)
Subsequent Event [Line Items]
Proceeds from sale of senior housing property	$ 9.5