Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Sep. 20, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-40159 | |
Entity Registrant Name | InnovAge Holding Corp | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-0710819 | |
Entity Address, Address Line One | 8950 | |
Entity Address, Address Line Two | 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 Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | false | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 135,516,513 | |
Entity Central Index Key | 0001834376 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 201,466 | $ 112,904 |
Restricted cash | 2,234 | 1,661 |
Accounts receivable, net of allowance ($4,350 - June 30, 2021 and $6,384 - June 30, 2020) | 32,582 | 46,312 |
Prepaid expenses | 9,249 | 4,311 |
Income tax receivable | 5,401 | 1,743 |
Total current assets | 250,932 | 166,931 |
Noncurrent Assets | ||
Property and equipment, net | 142,715 | 102,494 |
Investments | 2,645 | 2,645 |
Deposits and other | 3,877 | 3,003 |
Equity method investments | 848 | 13,245 |
Goodwill | 124,217 | 116,139 |
Other intangible assets, net | 6,518 | 5,177 |
Total noncurrent assets | 280,820 | 242,703 |
Total assets | 531,752 | 409,634 |
Current Liabilities | ||
Accounts payable and accrued expenses | 32,361 | 28,875 |
Reported and estimated claims | 33,234 | 30,291 |
Due to Medicaid and Medicare | 7,101 | 12,244 |
Current portion of long-term debt | 3,790 | 1,938 |
Current portion of capital lease obligations | 2,079 | 1,496 |
Contingent consideration | 1,789 | |
Total current liabilities | 78,565 | 76,633 |
Noncurrent Liabilities | ||
Deferred tax liability, net | 15,700 | 9,282 |
Capital lease obligations | 5,190 | 4,091 |
Other noncurrent liabilities | 2,758 | 1,446 |
Long-term debt, net of debt issuance costs | 71,574 | 210,432 |
Total liabilities | 173,787 | 301,884 |
Commitments and Contingencies (See Note 12) | ||
Stockholders' Equity | ||
Common stock, $0.001 par value; 500,000,000 authorized as of June 30, 2021 and 2020; 135,516,513 and 132,718,461 issued shares as of June 30, 2021 and June 30, 2020, respectively | 136 | 133 |
Additional paid-in capital | 323,760 | 36,338 |
Retained earnings | 11,250 | 64,737 |
Less: Treasury stock; 0 and 102,030 shares of common stock at $0.0 and $1.89 per share as of June 30, 2021 and June 30, 2020, respectively | (193) | |
Total InnovAge Holding Corp. | 335,146 | 101,015 |
Noncontrolling interests | 22,819 | 6,735 |
Total stockholders' equity | 357,965 | 107,750 |
Total liabilities and stockholders' equity | $ 531,752 | $ 409,634 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Consolidated Balance Sheets | ||
Allowance for loss | $ 4,350 | $ 6,384 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 135,516,513 | 132,718,461 |
Treasury stock (in shares) | 0 | 102,030 |
Treasury stock cost per share (in dollars per share) | $ 0 | $ 1.89 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues | ||
Total revenues | $ 637,800 | $ 567,192 |
Expenses | ||
External provider costs | 309,317 | 272,832 |
Cost of care, excluding depreciation and amortization | 154,403 | 153,056 |
Sales and marketing | 22,236 | 19,001 |
Corporate, general and administrative | 132,333 | 58,481 |
Depreciation and amortization | 12,294 | 11,291 |
Equity loss | 1,343 | 678 |
Other operating expense | 18,211 | 920 |
Total expenses | 650,137 | 516,259 |
Operating Income (Loss) | (12,337) | 50,933 |
Other Income (Expense) | ||
Interest expense, net | (16,787) | (14,619) |
Loss on extinguishment of debt | (14,479) | |
Gain on equity method investment | 10,871 | |
Other expense | (2,237) | (681) |
Total other expense | (22,632) | (15,300) |
Income (Loss) Before Income Taxes | (34,969) | 35,633 |
Provision for Income Taxes | 9,771 | 9,868 |
Net Income (Loss) | (44,740) | 25,765 |
Less: net loss attributable to noncontrolling interests | (754) | (513) |
Net Income (Loss) Attributable to InnovAge Holding Corp. | $ (43,986) | $ 26,278 |
Weighted-average number of common shares outstanding - basic | 123,618,702 | 132,616,431 |
Weighted-average number of common shares outstanding - diluted | 123,618,702 | 135,233,630 |
Net income (loss) per share - basic | $ (0.36) | $ 0.20 |
Net income (loss) per share - diluted | $ (0.36) | $ 0.19 |
Capitation revenue | ||
Revenues | ||
Total revenues | $ 635,322 | $ 564,834 |
Other service revenue | ||
Revenues | ||
Total revenues | $ 2,478 | $ 2,358 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Treasury Stock | Noncontrolling Interests | Total |
Balances, Beginning at Jun. 30, 2019 | $ 133 | $ 35,795 | $ 38,459 | $ (193) | $ 7,248 | $ 81,442 |
Balances, Beginning (in shares) at Jun. 30, 2019 | 132,718,461 | 102,030 | ||||
Grants of stock options and stock option expense | 543 | 543 | ||||
Net income (loss) | 26,278 | (513) | 25,765 | |||
Balances, Ending at Jun. 30, 2020 | $ 133 | 36,338 | 64,737 | $ (193) | 6,735 | 107,750 |
Balances, Ending (in shares) at Jun. 30, 2020 | 132,718,461 | 102,030 | ||||
Treasury stock transaction | $ (77,603) | $ (77,603) | ||||
Treasury stock transaction (in shares) | 16,095,819 | 0 | ||||
Treasury stock retirement | $ (16) | (77,780) | $ 77,796 | |||
Treasury stock retirement (in shares) | (16,197,849) | (16,197,849) | ||||
Stock Option Cancellation, Value | (9,501) | $ (9,501) | ||||
Time based awards- option cancelation | (29,175) | (29,175) | ||||
Stock-based compensation | 1,664 | 1,664 | ||||
Reclassification of warrant liability | 2,264 | 2,264 | ||||
Capital Contributions | 20,000 | 20,000 | ||||
Initial public offering of common stock, net of offering costs | $ 19 | 370,449 | 370,468 | |||
Initial public offering of common stock, net of offering costs (in shares) | 18,995,901 | |||||
Consolidation of equity method investment | 16,838 | 16,838 | ||||
Net income (loss) | (43,986) | (754) | (44,740) | |||
Balances, Ending at Jun. 30, 2021 | $ 136 | $ 323,760 | $ 11,250 | $ 22,819 | $ 357,965 | |
Balances, Ending (in shares) at Jun. 30, 2021 | 135,516,513 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | Jul. 27, 2020 | Jun. 30, 2021 |
Consolidated Statements of Stockholders' Equity | ||
Offering costs | $ 22,600 | $ 28,445 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Activities | ||
Net income (loss) | $ (44,740) | $ 25,765 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Loss on disposal of assets | 18 | 1,039 |
Provision for uncollectible accounts | 8,637 | 6,204 |
Depreciation and amortization | 12,294 | 11,291 |
Gain on equity method investment | (10,871) | |
Loss on extinguishment of long-term debt | 14,479 | |
Amortization of deferred financing costs | 1,056 | 550 |
Stock-based compensation | 1,664 | 543 |
Deferred income taxes | 6,418 | 3,173 |
Loss in equity of nonconsolidated entities | 1,343 | 678 |
Change in fair value of warrants | 2,264 | |
Change in fair value of contingent consideration | 920 | |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable, net | 5,879 | (1,202) |
Prepaid expenses | (4,987) | (1,062) |
Income taxes receivable | (3,658) | 1,952 |
Deposits and other | (874) | 1,063 |
Accounts payable and accrued expenses | 6,137 | (1,013) |
Reported and estimated claims | 2,613 | 2,045 |
Due to Medicaid and Medicare | (5,220) | (8,120) |
Deferred revenue | 2 | |
Net cash provided by (used in) operating activities | (7,548) | 43,828 |
Investing Activities | ||
Purchases of property and equipment | (17,541) | (11,844) |
Proceeds from sales of property and equipment | 169 | |
Proceeds from net working capital settlements | 1,129 | |
Purchase of long term investment | (1,145) | |
Purchase of intangible assets | (2,000) | |
Net cash used in investing activities | (19,541) | (11,691) |
Financing Activities | ||
Distribution to owners | (9,500) | |
Capital contributions | 20,000 | |
Payments on capital lease obligations | (1,788) | (1,834) |
Proceeds from long-term debt | 375,000 | 25,000 |
Principal payments on long-term debt | (512,660) | (1,934) |
Payment of financing costs and debt premiums | (14,896) | |
Proceeds from initial public offering of common stock | 370,468 | |
Treasury stock purchase | (77,603) | |
Payments under acquisition agreements | (3,622) | |
Payments related to option cancellation | (29,175) | |
Net cash provided by financing activities | 116,224 | 21,232 |
INCREASE IN CASH, CASH EQUIVALENTS, & RESTRICTED CASH | 89,135 | 53,369 |
CASH, CASH EQUIVALENTS & RESTRICTED CASH BEGINNING OF PERIOD | 114,565 | 61,196 |
CASH, CASH EQUIVALENTS & RESTRICTED CASH END OF PERIOD | 203,700 | 114,565 |
Supplemental Cash Flows Information | ||
Interest paid | 18,030 | 11,551 |
Income taxes paid | 7,048 | 4,745 |
Property and equipment included in accounts payable | 1,327 | 1,348 |
Property and equipment purchased under capital leases | $ 3,493 | $ 1,399 |
Business
Business | 12 Months Ended |
Jun. 30, 2021 | |
Business | |
Business | Note 1: InnovAge Holding Corp. (formerly, TCO Group Holdings, Inc.) (the “Company”) and certain wholly owned subsidiaries were formed as for-profit corporations effective May 13, 2016, for the purpose of purchasing all the outstanding common stock of Total Community Options, Inc. d/b/a InnovAge, which was formed in May 2007. In connection with this purchase, Total Community Options, Inc. and certain of its subsidiaries converted from not-for-profit organizations to for-profit corporations, and Total Community Options Foundation, Inc. (“Foundation”) and Johnson Adult Day Program, Inc. (“Johnson”), both not-for-profit organizations, separated from Total Community Options, Inc. In connection with our initial public offering (“IPO”), which occurred in March 2021, we changed the name of our company from TCO Group Holdings, Inc. to InnovAge Holding Corp. InnovAge Holding Corp. and its subsidiaries, which are headquartered in Denver, Colorado, have a strong record of innovation, quality, and sensitivity to the needs of participants and staff. The Company oversees, and in many cases directly provides, a broad range of medical and ancillary services for seniors in need of care and support to safely live independently in their homes and communities, including in-home care services (skilled, unskilled and personal care); in-center services such as primary care, physical therapy, occupational therapy, speech therapy, dental services, mental health and psychiatric services, meals, and activities; transportation to the Program of All-Inclusive Care for the Elderly (“PACE”) center and third-party medical appointments; and care management. The Company manages its business as one reportable segment, PACE. As of June 30, 2021, the Company served approximately 6,850 PACE participants, making it the largest PACE provider in the United States of America (the U.S.) based upon participants served, and operates 18 PACE centers across Colorado, California, New Mexico, Pennsylvania and Virginia. PACE is a fully-capitated managed care program, which serves the frail elderly, and predominantly dual-eligible, population in a community-based service model. InnovAge is obligated to provide and participants receive all needed healthcare services through an all-inclusive, coordinated model of care, and the Company is at risk for 100% of healthcare costs incurred with respect to the care of its participants. PACE programs receive capitation payments directly from Medicare Parts C and D, Medicaid, Veterans Administration (“VA”), and private pay sources. Additionally, under the Medicare Prescription Drug Plan, the Centers for Medicare and Medicaid Services (“CMS”) share part of the risk for providing prescription medication to the Company’s participants. On March 3, 2021, the Company’s Registration Statement on Form S-1 with respect to the Company’s IPO of shares of common stock, par value $0.001 per share, was declared effective by the Securities and Exchange Commission (“SEC”). The Company’s common stock began trading on March 4, 2021 on the Nasdaq Stock Market LLC (“NASDAQ”) under the ticker symbol “INNV”. On March 8, 2021, we completed our IPO in which we issued and sold 16,666,667 shares of our common stock at an offering price of $21.00 per share. In addition, the underwriters had the option to purchase 2,500,000 additional shares of common stock, and on March 9, 2021, the underwriters exercised the option to purchase 2,329,234 shares of common stock. We received net proceeds of $370.5 million, after deducting underwriting discounts and commissions of $23.9 million and deferred offering costs of $4.5 million. Deferred, direct offering costs were capitalized and consisted of fees and expenses incurred in connection with the sale of our common stock in the IPO, including the legal, accounting, printing and other offering related costs. Upon completion of the IPO, these deferred offering costs were reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2: Basis of Preparation and Principles of Consolidation Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, the allowance for uncollectible accounts; useful lives of property and equipment and the valuation of goodwill and intangible assets; risk-score adjustments to participant revenues; reported and estimated claims; accruals; the determination of assumptions for stock-based compensation costs; deferred taxes, including the determination of a need for a valuation allowance; valuation of the contingent consideration; legal contingencies, including medical malpractice claims; the determination of fair value of net assets acquired in a business combination; and other fair value measurements. Actual results may differ from previously estimated amounts. Cash and Cash Equivalents Investments Restricted Cash Accounts Receivable 2021 2020 Medicaid 60 % 72 % Medicare 20 % 12 % Private pay and other 20 % 16 % Total 100 % 100 % Property and Equipment Property and equipment were comprised of the following as of June 30: Estimated dollars in thousands Useful Lives 2021 2020 Land N/A $ 11,980 $ 8,580 Buildings and leasehold improvements 10 104,724 79,514 Software 3 13,316 11,387 Equipment and vehicles 3 35,341 28,814 Construction in progress N/A 22,130 7,069 187,491 135,364 Less accumulated depreciation and amortization (44,776) (32,870) Total property and equipment, net $ 142,715 $ 102,494 other income (expense) on the consolidated statement of operations Equity Method Investments Goodwill and Intangible Assets Intangible assets consist of customer relationships acquired through business acquisitions. Goodwill represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions. Goodwill is not amortized but is tested for impairment at least annually. The Company tests goodwill for impairment annually on April 1st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale, disposition of a significant portion of the business, or other factors. Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e. before aggregation or combination), or one level below an operating segment (i.e. a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company has three reporting units for evaluating goodwill impairment. ASC 350, Intangibles — Goodwill and Other (“ASC 350”), allows entities to first use a qualitative approach to test goodwill for impairment. When the reporting units where the Company performs the quantitative goodwill impairment are tested, the Company compares the fair value of the reporting unit, which the Company primarily determines using an income approach based on the present value of discounted cash flows, to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss. There were no goodwill impairments recorded during the years ended June 30, 2021 and 2020. Customer relationships represent the estimated values of customer relationships of acquired businesses and have definite lives. The Company amortizes these intangible assets on a straight-line basis over their ten-year estimated useful life. Intangible assets are reviewed for impairment in conjunction with long-lived assets. There were no intangible asset impairments recorded during the years ended June 30, 2021 and 2020. Reported and Estimated Claims Contingent Consideration During the year ended June 30, 2021, we paid contingent consideration relating to our acquisition of NewCourtland, as defined and described in Note 4. During the year ended June 30, 2020, we paid contingent consideration related to (i) the acquisition of Riverside and (ii) acquisition of Charlottesville, each as defined and described in Note 4. There are no amounts outstanding related to contingent consideration as of June 30, 2021. Debt Issuance Costs Treasury Stock Revenue Recognition Medicaid and Medicare capitation revenues are based on PMPM capitation rates under the PACE program. The PACE state contracts between us and the respective state Medicaid administering agency are amended annually each June 30 in all states other than California and Pennsylvania, which contract on a calendar-year basis. operating in good standing under the 2020 amended agreement while the agency finalizes its 2021 amendment Adoption of ASC 606, Revenue from Contracts with Customers ASC Topic 606, Revenue from Contracts with Customers Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performed the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue as the entity satisfies a performance obligation. Revenues for the year ended June 30, 2020 were presented under ASC 605, Revenue Recognition (“ASC 605”). Under ASC 605, the Company recognized revenue when all of the following criteria were met: Persuasive evidence of an arrangement exists; the sales price is fixed or determinable; collection is reasonably assured; and services have been rendered. 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 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 per member, per month (“PMPM”) amounts we expect to be entitled to receive from the capitated fees per participant that are paid monthly by Medicare, Medicaid, the VA, and private pay sources. Medicaid and Medicare capitation revenues are based on per-member, per-month capitation rates under the PACE program. VA is included in “Private Pay and other” and is also capitated. Private pay includes direct payments from participants who do not qualify for the full capitated rate and have to pay all or a portion of the capitated rate. The Company disaggregates capitation revenue from the following sources for the year ended June 30: 2021 2020 Medicaid 53 % 55 % Medicare 47 % 44 % Private pay and other * % 1 % Total 100 % 100 % 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. Our accounts receivable as of June 30, 2021 and 2020 is primarily from capitation revenue arrangements. The capitation revenues are recognized based on the estimated PMPM transaction price to transfer the service for a distinct increment of the series (i.e. month). We recognize revenue in the month in which participants are entitled to receive comprehensive care benefits during the contract term. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company also provides prescription drug benefits in accordance with Medicare Part D. Monthly payments received from CMS and the participants represent the bid amount for providing prescription drug coverage. The portion received from CMS is subject to risk sharing through Medicare Part D risk-sharing corridor provisions. These risk-sharing corridor provisions compare costs targeted in the Company’s bid to actual prescription drug costs. The Company estimates and records a monthly adjustment to Medicare Part D revenues associated with these risk-sharing corridor provisions. Medicare Part D comprised (i) 12% and 11% of capitation revenues for the years ended June 30, 2021 and 2020, respectively, and (ii) 21% and 19% of external provider costs for the years ended June 30, 2021 and 2020, respectively. 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 0.4% of total revenue for each of the years ended June 30, 2021 and 2020. Accounts receivable related to other service revenue were not significant as of both June 30, 2021 and 2020, respectively. Remaining Performance Obligations As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize revenue. The Company had minimal unsatisfied performance obligations at the end of the reporting periods as our participants have received services through the end of the reporting period. 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. Professional Liability Claims Advertising Costs Stock-based Compensation The Company has long-term equity incentive plans that provide for stock-based compensation, including the granting of stock options, profits interest units and restricted stock units to employees, directors, consultants, or advisers, as determined by each of the respective plans. The Company utilizes the Black-Scholes option-pricing model to determine the fair value of the stock options on the date of grant. This model derives the fair value of the options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate, and dividend yield. The Company uses the Monte Carlo option model to determine the fair value of the granted profits interests units. For service-vesting awards, we recognize stock-based compensation expense over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis. If the award was, in substance, multiple awards, we recognize stock-based compensation expense over the requisite service period for each separately vesting portion of the awards. For performance-vesting awards, we recognize stock-based compensation expense when it is probable that the performance condition will be achieved. We analyze if a performance condition is probable for each reporting period through the settlement date for awards subject to performance vesting. Stock-based compensation is included in corporate, general and administrative expenses on our consolidated statements of operations. Shares issued pursuant to our equity incentive plans, as described in Note 13, are issued from authorized but unissued shares or from shares, if any, held by the Company as treasury stock. See Note 13. Income Taxes Variable Interest Entities (VIE) has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity. The primary beneficiary is required to consolidate the VIE. SH1 and PWD, each as defined and described in Note 5, are considered to be VIEs. The Company is not considered the primary beneficiary of PWD but is considered the primary beneficiary of SH1. Coronavirus Disease ("COVID-19") Pandemic Recently Adopted Accounting Pronouncements Revenue Recognition Revenue from Contracts with Customers Non-employee Awards Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting Company adopted ASC 606 and ASU 2018-07 on July 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements. Codification Improvements Fair Value Measurements Recent Accounting Pronouncements Not Yet Adopted Leases Leases Revenue from contracts with customers (Topic 606) and leases (Topic 842)—Effective dates for certain entities Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments The ASU is effective for private companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adopt this guidance for the annual and interim reporting periods beginning July 1, 2023. Income Taxes |
Equity
Equity | 12 Months Ended |
Jun. 30, 2021 | |
Equity | |
Equity | Note 3: Equity Owner Transaction On July 27, 2020, the Company, Ignite Aggregator LP (“Purchaser”), and the former equity holders of the Company (“Sellers”) entered into a Securities Purchase Agreement (the “Agreement”), effective July 27, 2020. Under the terms of the Agreement, the Sellers sold a portion of their equity interest to the Purchaser. The Purchaser and the Sellers then contributed their equity interests in the Company to a newly formed limited partnership, TCO Group Holdings, L.P. (the “LP”) resulting in the Company being wholly owned by the LP. Concurrently with the entry into the Agreement, the Company amended and restated its 2016 Credit Agreement (as defined below), see Note 10 for further discussion. A portion of the proceeds from the 2016 Credit Agreement were used by the Company to repurchase 16,095,819 shares of its common stock for $77.6 million from certain members of management, including certain members of the Board of Directors, and certain members of our equity partner. The common stock was then recognized as Treasury stock. The Treasury stock was retired in March 2021, see Note 14. Additionally, as part of the Agreement, the Company executed an Option Cancellation Agreement (the “Cancellation Agreement”), which canceled the Company’s common stock option awards of 16,994,975 granted under the 2016 Equity Incentive Plan for $74.6 million. Such cancellation resulted in a settlement of the awards. Vesting of the contingent performance-based awards was not deemed probable at the time of the settlement resulting in the settlement of the contingent performance-based awards being recorded as Corporate, general and administrative. Vesting of the time vesting awards was deemed probable at the time of the settlement resulting in a portion of the settlement of the time vesting awards being recorded as Corporate, general and administrative expense and the remainder being recorded as a reduction to Additional paid-in capital. Of the total settlement, $45.4 million was recorded as Corporate, general and administrative expense and $32.4 million was recorded as a reduction to Additional paid-in capital. The Cancellation Agreement resulted in the option holders receiving the same amount of cash that they would have received had they exercised their options, participated in the repurchase described above and sold their remaining shares. As part of the transaction, the Company incurred $22.6 million in transaction costs, of which $13.1 million was recognized as Corporate, general and administrative expense and $9.5 million was recognized as a distribution to owner as the costs were paid on behalf of the owners. Capital Contribution On October 15, 2020, Finback Pace, LP contributed $20.0 million for an investment in the LP, which in turn contributed the funds to the Company. |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2021 | |
Acquisitions | |
Acquisitions | Note 4: Other than the consolidation of InnovAge Sacramento, which we accounted for as a step-acquisition and is described in Note 6, there were no acquisitions executed during the fiscal years 2020 or 2021. Payments Pursuant to Acquisition Agreements |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Jun. 30, 2021 | |
Variable Interest Entity | |
Variable Interest Entity | Note 5: Pinewood Lodge, LLP (“PWD”) InnovAge Senior Housing Thornton, LLC (“SH1”) The following table shows the assets and liabilities of SH1 as of June 30: 2021 2020 in thousands Assets Cash and cash equivalents $ 431 $ 435 Accounts receivable — 1 Prepaid expenses and other 5 7 Property, plant and equipment, net 10,164 10,501 Deposits and other, net 390 376 Liabilities Accounts payable and accrued expenses 219 199 Current portion long-term debt 40 38 Noncurrent liabilities 454 454 Long-term debt, net of debt issuance costs 3,827 3,901 |
Nonconsolidated Entities
Nonconsolidated Entities | 12 Months Ended |
Jun. 30, 2021 | |
Nonconsolidated Entities | |
Nonconsolidated Entities | Note 6: Contracts in an Entity’s Own Equity January 1, 2021 Assets: in thousands Cash $ 646 Accounts receivable 786 Property and equipment, net 30,667 Goodwill 8,078 Total assets 40,177 Liabilities: Accounts payable 530 Reported and estimated claims 330 Due to Medicaid and Medicare 77 Capital leases 428 Other liabilities 48 Total liabilities $ 1,413 The following table sets forth the results of InnovAge Sacramento for the six months ended December 31, 2020. The results of InnovAge Sacramento are consolidated beginning January 1, 2021. Six Months Ended December 31, 2020 in thousands Revenue: Total revenue $ 2,297 Less: members’ interest 921 The Company’s 1,376 Cost of operations: Total cost of operations 4,538 Less: members’ interest 1,820 The Company’s 2,718 The Company’s $ (1,342) |
Investments
Investments | 12 Months Ended |
Jun. 30, 2021 | |
Investments | |
Investments | Note 7: 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 investment does not have a readily determinable fair value and the Company has elected to record the investment 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 period ended June 30, 2021 and 2020, there were no observable price changes. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 8: Goodwill represents the excess of cost over the fair value of net assets acquired. Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review the recoverability of goodwill annually as of April 1 or whenever significant events or changes occur which might impair the recovery of recorded amounts. For purposes of the annual goodwill impairment assessment, the Company has identified three reporting units. There were no indicators of impairment identified and no goodwill impairments recorded during the years ended June 30, 2021 and 2020. in thousands 2021 2020 Balance as of beginning of period $ 116,139 $ 117,268 Adjustments (a) — (1,129) Goodwill acquired during the period 8,078 - Balance as of end of period $ 124,217 $ 116,139 (a) The adjustment in fiscal year 2020 related to the final net working capital settlement for acquisitions that occurred during the fiscal year ended June 30, 2019. in thousands 2021 2020 Definite-lived intangible assets $ 6,600 $ 6,600 Indefinite-lived intangible assets 2,000 — Total intangible assets 8,600 6,600 Accumulated amortization (2,082) (1,423) Balance as of end of period $ 6,518 $ 5,177 in thousands Amortization Expense 2022 $ 660 2023 660 2024 660 2025 660 2026 660 |
Leases
Leases | 12 Months Ended |
Jun. 30, 2021 | |
Leases | |
Leases | Note 9: Property and equipment includes property under various capital leases. These leases have expiration dates ranging from July 2021 to September 2025, varying interest rates, and generally include an option to purchase the equipment at fair value at the end of the underlying lease period. The Company’s capital leases included the following: June 30, June 30, 2021 2020 in thousands Equipment $ 13,302 $ 9,845 Less accumulated depreciation (7,081) (4,829) Total capital leases $ 6,221 $ 5,016 Certain of the Company’s property and equipment is leased under operating leases. Total rental expense under operating leases was $4.5 million and $4.8 million for the year ended June 30, 2021 and 2020, respectively. Future minimum lease payments related to (i) capital leases having initial terms of more than one year and (ii) non-cancelable operating leases as of June 30, 2021 were as follows: Operating Leases Capital Leases Minimum Lease in thousands Obligations Payments 2022 $ 2,524 $ 3,550 2023 2,468 4,289 2024 1,941 3,926 2025 1,169 3,450 2026 134 3,371 Thereafter — 13,909 Total 8,236 $ 32,495 Less amount representing interest (967) Total minimum lease payments 7,269 Less current maturities 2,079 Noncurrent maturities $ 5,190 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Jun. 30, 2021 | |
Long-term Debt. | |
Long-term Debt | Note 10: The components of our long-term debt are as follows: June 30, June 30, 2021 2020 in thousands Senior secured borrowings: Term Loan Facility $ 75,000 $ 187,625 Revolving Credit Facility — 25,000 Convertible term loan 2,367 2,401 Total debt 77,367 215,026 Less unamortized debt issuance costs 2,003 2,656 Less current maturities 3,790 1,938 Noncurrent maturities $ 71,574 $ 210,432 2016 Credit Agreement The Company originally entered into a senior secured borrowing agreement (the “2016 Credit Agreement”) on May 13, 2016, that consisted of a senior secured term loan for $75.0 million and a revolving credit facility for $20.0 million. The 2016 Credit Agreement was subsequently amended on May 2, 2019 to increase the senior secured term loan to $190.0 million and a revolving credit facility for $30.0 million and a delayed draw term loan facility (“DDTL”) for $45.0 million. The senior secured term loan and the DDTL had a maturity date of May 2, 2025, and the revolving credit facility had a maturity date of May 2, 2024. On July 27, 2020, the Company amended and restated the 2016 Credit Agreement once again to increase the senior secured term loan to $300.0 million, the revolving credit facility to $40.0 million and to terminate The structure of the amendment to the 2016 Credit Agreement as amended on July 27, 2020 led to an extinguishment of debt for certain lenders and a modification of debt for other lenders. The total debt structure extinguishment for certain lenders was $57.1 million which led to the write off of $1.0 million in debt issuance costs which was recorded in loss on extinguishment of debt for the year ended June 30, 2021. The total debt structure that was modified was $250.0 million, while the new debt issued was $50.0 million, which resulted in $9.1 million of debt issuance costs being capitalized. 2021 Credit Agreement On March 8, 2021, concurrently with the closing of the IPO, the Company entered into a new credit agreement (the “2021 Credit Agreement”) that replaced the 2016 Credit Agreement. The 2021 Credit Agreement consists of a senior secured term loan (the “Term Loan Facility”) of $75.0 million principal amount and a revolving credit facility (the “Revolving Credit Facility”) of $100.0 million maximum borrowing capacity. The maturity date of each of the Term Loan Facility and the Revolving Credit Facility is March 8, 2026. Loans under the 2021 Credit Agreement are secured by substantially all of the Company’s assets. Principal on the Term Loan Facility is paid each calendar quarter beginning September 2021 in an amount equal to 1.25% of the initial term loan on closing date. Proceeds of the Term Loan Facility, together with proceeds from the IPO, were used to repay amounts outstanding under the 2016 Credit Agreement. The structure of the 2021 Credit Agreement led to a 2.0% prepayment fee as the cancellation of the 2016 Credit Agreement occurred prior to the first anniversary of the July 27, 2020 amendment of the 2016 Credit Agreement, an extinguishment of debt for certain lenders, and a modification of debt for other lenders. The total prepayment fee was $6.0 million and is recorded in loss on extinguishment of debt in the consolidated statements of operations. The total debt structure extinguishment for certain lenders was $250.0 million which led to the write off of $7.5 million in debt issuance costs which was recorded in loss on extinguishment of debt for the year ended June 30, 2021. The total debt structure that was modified was $25.0 million related to each of the term loan and the revolver, while the new debt issued was $50.0 million related to the term loan and $75.0 million related to the revolver. This resulted in $2.1 million of debt issuance costs being capitalized. Outstanding principal amounts under the 2021 Credit Agreement accrue interest at a variable interest rate. As of June 30, 2021, the interest rate on the Term Loan Facility was 1.84%. As of June 30, 2020, the interest rate on the senior secured term loan under the 2016 Credit Agreement was 6.0%. Prior to the entry into the 2021 Credit Agreement, the revolving credit facility fee accrued at 0.5%. 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. During the year ended June 30, 2020, the Company borrowed $25.0 million under the revolving credit facility at an interest rate of 3.94%, to ensure sufficient funds available during the unknown time of the COVID-19 pandemic and for general corporate purposes. The Company repaid all outstanding amounts on the revolving credit facility and as of June 30, 2021 had no outstanding borrowings. The remaining capacity under the Revolving Credit Facility as of June 30, 2021 was $100.0 million, subject to (i) any issued amounts under our letters of credit, which as of June 30, 2021 was $2.1 million, and (ii) applicable covenant compliance restrictions and any other conditions precedent to borrowing. 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. The Company was in compliance with the covenants of the 2021 Credit Agreement and the 2016 Credit Agreement as of June 30, 2021 and 2020, respectively. The deferred financing costs of $2.0 million are amortized over the term of the underlying debt and unamortized amounts have been offset against long-term debt in the consolidated balance sheets. Total amortization of deferred financing costs was $1.1 million and $0.6 million for the year ended June 30, 2021 and 2020, respectively. 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, and the loan bears interest at an annual rate of 6.68%. The remaining principal balance is due upon maturity, which is 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. Aggregate maturities of our debt as of June 30, 2021 were as follows: Long-term debt in thousands Year ending June 30: 2022 $ 3,790 2023 3,793 2024 3,796 2025 3,799 2026 60,052 Thereafter 2,137 Total debt $ 77,367 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 11: Level 1 Level 2 Level 3 Recurring Measurements There are no amounts of contingent consideration outstanding after the $20.0 million payment. Changes in fair value resulted in immaterial amounts recorded in other operating (income) expense within the consolidated statement for the fiscal years ended June 30, 2021 and 2020. Nonrecurring Measurements |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 12: Commitments and Contingencies Professional Liability Litigation |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Jun. 30, 2021 | |
Stock-based Compensation | |
Stock-based Compensation | Note 13: A summary of our aggregate share-based compensation expense is set forth below. Stock-based compensation expense is included in corporate, general and administrative expenses on our consolidated statements of operations. Year ended June 30, 2021 2020 in thousands Stock options (a) $ 45,387 $ 543 Profits interests units 1,629 — Restricted stock units 35 — Total stock-based compensation expense $ 47,051 $ 543 (a) The amount for 2021 relates to stock-based compensation expense recognized as a result of the Cancellation Agreement transaction, as defined and described below. 2016 Equity Incentive Plan The Company maintained the 2016 Equity 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 that was authorized under the 2016 Equity Incentive Plan was 17,836,636, of which a total of 16,994,976 awards were granted. The 2016 Equity Incentive Plan provided for the following general vesting terms: a) Half vested over time (“Time Vesting Awards”). Time Vesting Awards vested on the first anniversary of the grant date in the range of 25% to 62.5% , and the remaining Time Vesting Awards vest ratably on a semiannual basis thereafter through the fourth anniversary of the grant date. b) Half vested upon the attainment of certain performance-based criteria measured at the time the Company experiences a liquidity event, as defined by the 2016 Equity Incentive Plan (“Contingent Performance-Based Awards”). Stock options were exercisable over a period of time not to exceed 10 Cancellation of Stock Option Awards Under 2016 Equity Incentive Plan On July 27, 2020, the Company, Ignite Aggregator LP, and the equity holders of the Company entered into a Securities Purchase Agreement, and in conjunction therewith, the Company amended and restated the 2016 Credit Agreement. A portion of the proceeds from the 2016 Credit Agreement were used by the Company to repurchase 16,095,819 shares of its common stock from the certain members of management, the Board of Directors, and members of our equity partner. Additionally, as part of the 2016 Credit Agreement, the Company executed the Cancellation Agreement, as defined in Note 3, with each of the 2016 Equity Incentive Plan option holders, The Company utilized the Black-Scholes option-pricing model to determine the fair value of stock options on the date of grant. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate, and dividend yield. The Company’s expected volatility was based on the historical volatility of similar publicly traded companies deemed by the Company to be its peers. The risk-free interest rate assumption was based upon the Federal Reserve Board’s Treasury Constant Maturities for the expected term of the Company’s stock option awards, and the selected dividend yield assumption was determined in view of the Company’s historical and estimated dividend payout. The Company has no reason to believe that the expected volatility of its stock price would differ significantly from the historical volatility of its peers. The Company used the simplified method to calculate the expected term for the time vesting awards. The expected term for the contingent performance-based awards was the contractual term. The Company estimated the fair value of stock options granted using the following weighted-average assumptions: 2020 Expected volatility 34.9% - 39.3 % Expected life (years) 5.8 - 6.2 Interest rate 0.51% - 1.8 % Dividend yield — % Weighted-average fair value $ 0.48 Fair value of underlying stock $ 4.82 A summary of the stock option activity for the year ended June 30, 2021 was as follows: Weighted Average Number of Option average remaining Time-based option awards options price range exercise price term (in years) Outstanding balance, June 30, 2020 8,497,488 $1.00 - $2.35 $ 1.26 6.76 Canceled (8,497,488) $1.00 - $2.35 $ 1.26 6.76 Outstanding balance, June 30, 2021 — Weighted Average Number of average remaining Performance-based option awards options exercise price term (in years) Outstanding balance, June 30, 2020 8,497,488 $ 0.78 6.76 Canceled (8,497,488) $ 0.78 6.76 Outstanding balance, June 30, 2021 — 2020 Equity Incentive Plan Profits Interests The LP maintains the 2020 Equity Incentive Plan pursuant to which interests in the LP in the form of Class B Units (profits interests) may be granted to employees, directors, consultants, and advisers. A maximum number of 16,162,177 Class B Units are authorized for grant under the 2020 Equity Incentive Plan. As of June 30, 2021, a total of 13,009,137 profits interests units have been granted under the 2020 Equity Incentive Plan. These profits interests represented profits interest ownership in the LP tied solely to the accretion, if any, in the value of the LP following the date of issuance of such profits interests. Profits interests participated in any increase of LP value related to their profits interests after the hurdle value had been achieved and the LP profits interests received the agreed-upon return on their invested capital. The hurdle value per unit is $5.49 for both the performance-based and time-based units. Each profits interests unit contains the following material terms: (i) The profits interests receive distributions (other than tax distributions) only upon a liquidity event, as defined, that exceed a threshold equivalent to the fair value of the LP, as determined by the Company’s Board of Directors, at the grant date. (ii) A portion of the units vest over a period of continuous employment or service (service-vesting units) while the other portion of the units only vest based on the level of aggregate multiple of invested capital and internal rate of return achieved by Ignite Aggregator LP, one of the limited partners of the LP, upon a change of control of the Company (performance-vesting units). The performance-vesting units are subject to a market condition, which the Company incorporated as part of its determination of the grant date fair value of the units. The Company used the Monte Carlo option model to determine the fair value of the granted profits interests units. As these awards were granted prior to our IPO, the stock price was based on the price realized in the equity owner transaction. Expected stock price volatility was based on consideration of indications observed from several publicly traded peer companies. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the unit. The dividend yield percentage is zero because the Company neither currently pays dividends nor intends to do so during the expected term. The expected term of the units represents the time the units are expected to be outstanding. The assumptions under the Monte Carlo model related to the profits interests units, presented on a weighted-average basis, are provided below: 2021 Expected volatility 44 % Expected life (years) - time vesting units 1.8 Interest rate 0.16 % Dividend yield — % Weighted-average fair value $ 1.28 Fair value of underlying stock $ 5.49 A summary of profits interests activity for the year ended June 30, 2021 was as follows: Number of Weighted average Time-based unit awards units grant date fair value Outstanding balance, June 30, 2020 — $ — Granted 6,686,568 $ 1.28 Forfeited (99,307) $ 1.17 Outstanding balance, June 30, 2021 6,587,261 $ 1.28 Number of Weighted average Performance-based unit awards units grant date fair value Outstanding balance, June 30, 2020 — $ — Granted 6,322,569 $ 0.57 Forfeited (99,307) $ 0.44 Outstanding balance, June 30, 2021 6,223,262 $ 0.57 The total unrecognized compensation cost related to profits interests units outstanding as of June 30, 2021 was $10.3 million, comprised (i) $6.8 million related to time-based unit awards expected to be recognized over a weighted-average period of 1.2 years and (ii) $3.5 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 (“2021 Omnibus Incentive Plan”), pursuant to which various stock-based awards may be granted to employees, directors, consultants, and advisers. The total number of shares of the Company’s common stock authorized under the 2021 Omnibus Incentive Plan is 14,700,000. The Company has issued time-based restricted stock units under this plan to its employees which generally vest (i) on March 4, 2023, the second anniversary of the grant date, or (ii) over a three-year period with one been used. The grant date fair value of restricted stock units are based on the closing market price of our common stock on the date of grant. A summary of restricted stock units activity for the year ended June 30, 2021 was as follows: Weighted average Number of grant-date fair Restricted stock units awards value per share Outstanding balance, June 30, 2020 — $ — Granted 48,470 $ 22.87 Outstanding balance, June 30, 2021 48,470 $ 22.87 The total unrecognized compensation cost related to restricted stock units outstanding as of June 30, 2021 was $1.1 million and is expected to be recognized over a weighted-average period of 2.2 years. |
Treasury Stock
Treasury Stock | 12 Months Ended |
Jun. 30, 2021 | |
Treasury Stock. | |
Treasury Stock | Note 14: |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Income Taxes | Note 15: The Company’s effective income tax rate for the years ended June 30, 2021 and 2020 was (27.9%) and 28%, respectively, which differed from the amount computed by applying the applicable U.S. federal statutory corporate income tax rate of 21% in each period as a result of the following factors: Year ended June 30, 2021 2020 in thousands Statutory rate $ (7,343) $ 7,483 IRC Section 162(m) limitation (a) 12,526 — Transaction costs (b) 2,770 — Change in valuation allowance 1,500 (128) Permanent adjustments 306 268 Prior year true-up and other (227) 347 Income from entities not subject to taxation 66 108 State tax 173 1,790 Provision for income taxes $ 9,771 $ 9,868 (a) Reflects the permanent addback for the Section 162(m) limitation, which limits the deduction of compensation for the five highest paid officers to $1,000,000 . (b) Amount relates to transaction costs incurred as a result of the July 27, 2020 transaction between us, an affiliate of Apax Partners and our then existing equity holders entering into a Securities Purchase Agreement (the “Apax Transaction”). Provision for income taxes consisted of the following for the years ended June 30, 2021 and 2020: Year ended June 30, 2021 2020 in thousands Current: Federal $ 2,710 $ 5,382 State 642 1,313 Total current tax expense 3,352 6,695 Deferred: Federal 5,342 2,349 State 1,077 824 Total deferred tax expense 6,419 3,173 Total provision for income taxes $ 9,771 $ 9,868 The significant components of deferred tax assets and liabilities were as follows for the years ended June 30, 2021 and 2020: Year ended June 30, 2021 2020 in thousands Deferred tax assets: Amortization $ 2,241 $ 2,033 State net operating losses 1,887 387 Transaction costs 1,092 1,204 Provision for uncollectible accounts 1,112 1,644 Accrued vacation 979 984 Reported and estimated claims 941 889 Stock-based compensation 428 856 Accrued bonuses 65 38 Total deferred tax assets 8,745 8,035 Valuation allowance (1,887) (387) Deferred tax assets, net of valuation allowance 6,858 7,648 Deferred tax liabilities: Goodwill (9,934) (8,057) Depreciation (7,394) (8,053) Equity investment (3,222) (6) Prepaid expenses (2,008) (814) Total deferred tax liabilities (22,558) (16,930) Net deferred tax liability $ (15,700) $ (9,282) Carryforwards The Company had state net operating loss carryforwards of $30.9 million and $15.0 million at June 30, 2021 and 2020, respectively, which will begin to expire in 2037 if not utilized. Additionally, the Company has no federal net operating loss carryforwards as of June 30, 2021 and 2020. Valuation Allowance The Company has provided $1.9 million and $0.4 million at June 30, 2021 and June 30, 2020, respectively, as a valuation allowance against its deferred tax assets for 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. Other The Company had no uncertain tax positions at June 30, 2021 and 2020. The Company files income tax returns as a consolidated group, excluding SH1 and InnovAge Sacramento, in the U.S. federal jurisdiction and various states and is subject to examination by taxing authorities in all of those jurisdictions. From time to time, the Company’s tax returns are reviewed or audited by U.S. federal and various U.S. state-taxing authorities. The Company believes that adjustments, if any, resulting from these reviews or audits would not be material, individually or in the aggregate, to the Company’s consolidated financial position, results of operations, or liquidity. The Company is subject to income tax examinations by U.S. federal and state jurisdictions for the period ended June 30, 2018 and forward. The Company is subject to income tax examinations by California, Colorado and New Mexico state jurisdictions for the period ended June 30, 2017 and forward. |
Related Parties
Related Parties | 12 Months Ended |
Jun. 30, 2021 | |
Related Parties | |
Related Parties | Note 16: PWD VIE |
Segment Reporting
Segment Reporting | 12 Months Ended |
Jun. 30, 2021 | |
Segment Reporting | |
Segment Reporting | Note 17: The Company applies ASC Topic 280, “Segment Reporting,” which establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about operations, major customers and the geographies in which the entity holds material assets and reports revenue. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the Company’s chief executive officer, who is the chief operating decision maker (“CODM”), and for which discrete financial information is available. The Company has determined that it has five operating segments, three of which are related to the Company’s PACE offering. The PACE-related operating segments are based on three geographic divisions, which are West, Central, and East. Due to the similar economic characteristics, nature of services, and customers, we have aggregated our West, Central, and East operating segments into one reportable segment for PACE. The Company’s remaining two operating segments relate to Homecare and Senior Housing, which are immaterial operating segments, and are shown below as “Other” along with certain corporate unallocated expenses. As of June 30, 2021, the Company served approximately 6,850 PACE participants, making it the largest PACE provider in the U.S. based upon participants served, and operated 18 PACE centers across Colorado, California, New Mexico, Pennsylvania and Virginia. PACE, an alternative to nursing homes, is a managed care, capitated program, which serves the frail elderly in a community-based service model. Participants receive all medical services through a comprehensive, consolidated model of care. Capitation payments are received from Medicare parts C and D; Medicaid; VA, and private pay sources. The Company is at risk for all health and allied care costs incurred with respect to the care of its participants, although it does negotiate discounted rates with its provider network consisting of hospitals, nursing homes, assisted living facilities, and medical specialists. Additionally, under the Medicare Prescription Drug Plan, the CMS share part of the risk for providing prescription medication to the Company’s participants. The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability. The Company does not review assets by segment and therefore assets by segment are not disclosed below. For the periods presented, all of the Company’s long-lived assets were located in the U.S. and all revenue was earned in the U.S. The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its segments. Center-level Contribution Margin is defined as total 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 twelve months ended: June 30, 2021 June 30, 2020 in thousands PACE All other (1) Totals PACE All other (1) Totals Capitation revenue $ 635,322 $ — $ 635,322 $ 564,834 $ — $ 564,834 Other service revenue 294 2,184 2,478 343 2,015 2,358 Total revenues 635,616 2,184 637,800 565,177 2,015 567,192 External provider costs 309,317 — 309,317 272,832 — 272,832 Cost of care, excluding depreciation and amortization 151,412 2,991 154,403 149,637 3,419 153,056 Center-Level Contribution Margin 174,887 (807) 174,080 142,708 (1,404) 141,304 Overhead costs (2) 154,607 (38) 154,569 77,482 — 77,482 Depreciation and amortization 11,951 343 12,294 10,506 785 11,291 Equity loss 1,343 — 1,343 677 1 678 Other operating (income) expense 18,211 — 18,211 918 2 920 Interest expense, net 16,595 192 16,787 14,357 262 14,619 Loss on extinguishment of debt 14,479 — 14,479 — — — Gain on equity method investment (10,871) — (10,871) — — — Other expense (income) 2,237 — 2,237 567 114 681 Income (Loss) Before Income Taxes $ (33,665) $ (1,304) $ (34,969) $ 38,201 $ (2,568) $ 35,633 (1) Center-level Contribution Margin from segments below the quantitative thresholds are attributable to two operating segments of the Company. Those segments consist of Homecare and Senior Housing. Neither of those segments has ever met any of the quantitative thresholds for determining reportable segments. (2) Overhead consists of the Sales and marketing and Corporate, general and administrative financial statement line items. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Jun. 30, 2021 | |
Earnings per Share | |
Earnings per Share | Note 18: Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company’s common stock during the applicable period. When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. When net income from continuing operations exists, performance-based units, are omitted from the calculation of diluted EPS until it is determined that the performance criteria has been met at the end of the reporting period. As of June 30, 2020, there were 8,084,243 performance-based awards excluded from the calculation of diluted EPS. The following table sets forth the computation of basic and diluted net loss per common share: Year ended June 30, in thousands, except share values 2021 2020 Net income (loss) attributable to InnovAge Holding Corp. $ (43,986) $ 26,278 Weighted average common shares outstanding (basic) 123,618,702 132,616,431 EPS (basic) $ (0.36) $ 0.20 Dilutive shares — 2,617,199 Weighted average common shares outstanding (diluted) 123,618,702 135,233,630 EPS (diluted) $ (0.36) $ 0.19 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Event. | |
Subsequent Event | Note 19: 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Preparation and Principles of Consolidation | Basis of Preparation and Principles of Consolidation |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, the allowance for uncollectible accounts; useful lives of property and equipment and the valuation of goodwill and intangible assets; risk-score adjustments to participant revenues; reported and estimated claims; accruals; the determination of assumptions for stock-based compensation costs; deferred taxes, including the determination of a need for a valuation allowance; valuation of the contingent consideration; legal contingencies, including medical malpractice claims; the determination of fair value of net assets acquired in a business combination; and other fair value measurements. Actual results may differ from previously estimated amounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Investments | Investments |
Restricted Cash | Restricted Cash |
Accounts Receivable | Accounts Receivable 2021 2020 Medicaid 60 % 72 % Medicare 20 % 12 % Private pay and other 20 % 16 % Total 100 % 100 % |
Property and Equipment | Property and Equipment Property and equipment were comprised of the following as of June 30: Estimated dollars in thousands Useful Lives 2021 2020 Land N/A $ 11,980 $ 8,580 Buildings and leasehold improvements 10 104,724 79,514 Software 3 13,316 11,387 Equipment and vehicles 3 35,341 28,814 Construction in progress N/A 22,130 7,069 187,491 135,364 Less accumulated depreciation and amortization (44,776) (32,870) Total property and equipment, net $ 142,715 $ 102,494 other income (expense) on the consolidated statement of operations |
Equity Method Investments | Equity Method Investments |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Intangible assets consist of customer relationships acquired through business acquisitions. Goodwill represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions. Goodwill is not amortized but is tested for impairment at least annually. The Company tests goodwill for impairment annually on April 1st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale, disposition of a significant portion of the business, or other factors. Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e. before aggregation or combination), or one level below an operating segment (i.e. a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company has three reporting units for evaluating goodwill impairment. ASC 350, Intangibles — Goodwill and Other (“ASC 350”), allows entities to first use a qualitative approach to test goodwill for impairment. When the reporting units where the Company performs the quantitative goodwill impairment are tested, the Company compares the fair value of the reporting unit, which the Company primarily determines using an income approach based on the present value of discounted cash flows, to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss. There were no goodwill impairments recorded during the years ended June 30, 2021 and 2020. Customer relationships represent the estimated values of customer relationships of acquired businesses and have definite lives. The Company amortizes these intangible assets on a straight-line basis over their ten-year estimated useful life. Intangible assets are reviewed for impairment in conjunction with long-lived assets. There were no intangible asset impairments recorded during the years ended June 30, 2021 and 2020. |
Reported and Estimated Claims | Reported and Estimated Claims |
Contingent Consideration | Contingent Consideration During the year ended June 30, 2021, we paid contingent consideration relating to our acquisition of NewCourtland, as defined and described in Note 4. During the year ended June 30, 2020, we paid contingent consideration related to (i) the acquisition of Riverside and (ii) acquisition of Charlottesville, each as defined and described in Note 4. There are no amounts outstanding related to contingent consideration as of June 30, 2021. |
Debt Issuance Costs | Debt Issuance Costs |
Treasury Stock | Treasury Stock |
Revenue Recognition | Revenue Recognition Medicaid and Medicare capitation revenues are based on PMPM capitation rates under the PACE program. The PACE state contracts between us and the respective state Medicaid administering agency are amended annually each June 30 in all states other than California and Pennsylvania, which contract on a calendar-year basis. operating in good standing under the 2020 amended agreement while the agency finalizes its 2021 amendment Adoption of ASC 606, Revenue from Contracts with Customers ASC Topic 606, Revenue from Contracts with Customers Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performed the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue as the entity satisfies a performance obligation. Revenues for the year ended June 30, 2020 were presented under ASC 605, Revenue Recognition (“ASC 605”). Under ASC 605, the Company recognized revenue when all of the following criteria were met: Persuasive evidence of an arrangement exists; the sales price is fixed or determinable; collection is reasonably assured; and services have been rendered. 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 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 per member, per month (“PMPM”) amounts we expect to be entitled to receive from the capitated fees per participant that are paid monthly by Medicare, Medicaid, the VA, and private pay sources. Medicaid and Medicare capitation revenues are based on per-member, per-month capitation rates under the PACE program. VA is included in “Private Pay and other” and is also capitated. Private pay includes direct payments from participants who do not qualify for the full capitated rate and have to pay all or a portion of the capitated rate. The Company disaggregates capitation revenue from the following sources for the year ended June 30: 2021 2020 Medicaid 53 % 55 % Medicare 47 % 44 % Private pay and other * % 1 % Total 100 % 100 % 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. Our accounts receivable as of June 30, 2021 and 2020 is primarily from capitation revenue arrangements. The capitation revenues are recognized based on the estimated PMPM transaction price to transfer the service for a distinct increment of the series (i.e. month). We recognize revenue in the month in which participants are entitled to receive comprehensive care benefits during the contract term. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company also provides prescription drug benefits in accordance with Medicare Part D. Monthly payments received from CMS and the participants represent the bid amount for providing prescription drug coverage. The portion received from CMS is subject to risk sharing through Medicare Part D risk-sharing corridor provisions. These risk-sharing corridor provisions compare costs targeted in the Company’s bid to actual prescription drug costs. The Company estimates and records a monthly adjustment to Medicare Part D revenues associated with these risk-sharing corridor provisions. Medicare Part D comprised (i) 12% and 11% of capitation revenues for the years ended June 30, 2021 and 2020, respectively, and (ii) 21% and 19% of external provider costs for the years ended June 30, 2021 and 2020, respectively. 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 0.4% of total revenue for each of the years ended June 30, 2021 and 2020. Accounts receivable related to other service revenue were not significant as of both June 30, 2021 and 2020, respectively. |
Professional Liability Claims | Professional Liability Claims |
Advertising Costs | Advertising Costs |
Stock-based Compensation | Stock-based Compensation The Company has long-term equity incentive plans that provide for stock-based compensation, including the granting of stock options, profits interest units and restricted stock units to employees, directors, consultants, or advisers, as determined by each of the respective plans. The Company utilizes the Black-Scholes option-pricing model to determine the fair value of the stock options on the date of grant. This model derives the fair value of the options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate, and dividend yield. The Company uses the Monte Carlo option model to determine the fair value of the granted profits interests units. For service-vesting awards, we recognize stock-based compensation expense over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis. If the award was, in substance, multiple awards, we recognize stock-based compensation expense over the requisite service period for each separately vesting portion of the awards. For performance-vesting awards, we recognize stock-based compensation expense when it is probable that the performance condition will be achieved. We analyze if a performance condition is probable for each reporting period through the settlement date for awards subject to performance vesting. Stock-based compensation is included in corporate, general and administrative expenses on our consolidated statements of operations. Shares issued pursuant to our equity incentive plans, as described in Note 13, are issued from authorized but unissued shares or from shares, if any, held by the Company as treasury stock. See Note 13. |
Income Taxes | Income Taxes |
Variable Interest Entities (VIE) | Variable Interest Entities (VIE) has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity. The primary beneficiary is required to consolidate the VIE. SH1 and PWD, each as defined and described in Note 5, are considered to be VIEs. The Company is not considered the primary beneficiary of PWD but is considered the primary beneficiary of SH1. |
Coronavirus Disease ("COVID 19") Pandemic | Coronavirus Disease ("COVID-19") Pandemic |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Revenue Recognition Revenue from Contracts with Customers Non-employee Awards Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting Company adopted ASC 606 and ASU 2018-07 on July 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements. Codification Improvements Fair Value Measurements |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted Leases Leases Revenue from contracts with customers (Topic 606) and leases (Topic 842)—Effective dates for certain entities Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments The ASU is effective for private companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adopt this guidance for the annual and interim reporting periods beginning July 1, 2023. Income Taxes |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of concentration of net receivable | 2021 2020 Medicaid 60 % 72 % Medicare 20 % 12 % Private pay and other 20 % 16 % Total 100 % 100 % |
Schedule of property and equipment | Estimated dollars in thousands Useful Lives 2021 2020 Land N/A $ 11,980 $ 8,580 Buildings and leasehold improvements 10 104,724 79,514 Software 3 13,316 11,387 Equipment and vehicles 3 35,341 28,814 Construction in progress N/A 22,130 7,069 187,491 135,364 Less accumulated depreciation and amortization (44,776) (32,870) Total property and equipment, net $ 142,715 $ 102,494 |
Schedule of source of revenue | 2021 2020 Medicaid 53 % 55 % Medicare 47 % 44 % Private pay and other * % 1 % Total 100 % 100 % |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Variable Interest Entity | |
Schedule of variable interest entity | 2021 2020 in thousands Assets Cash and cash equivalents $ 431 $ 435 Accounts receivable — 1 Prepaid expenses and other 5 7 Property, plant and equipment, net 10,164 10,501 Deposits and other, net 390 376 Liabilities Accounts payable and accrued expenses 219 199 Current portion long-term debt 40 38 Noncurrent liabilities 454 454 Long-term debt, net of debt issuance costs 3,827 3,901 |
Nonconsolidated Entities (Table
Nonconsolidated Entities (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Nonconsolidated Entities | |
Summary of the fair value of the assets acquired and net liabilities assumed | January 1, 2021 Assets: in thousands Cash $ 646 Accounts receivable 786 Property and equipment, net 30,667 Goodwill 8,078 Total assets 40,177 Liabilities: Accounts payable 530 Reported and estimated claims 330 Due to Medicaid and Medicare 77 Capital leases 428 Other liabilities 48 Total liabilities $ 1,413 |
Summarized income statement of nonconsolidated entities | Six Months Ended December 31, 2020 in thousands Revenue: Total revenue $ 2,297 Less: members’ interest 921 The Company’s 1,376 Cost of operations: Total cost of operations 4,538 Less: members’ interest 1,820 The Company’s 2,718 The Company’s $ (1,342) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets | |
Summary of changes in goodwill | in thousands 2021 2020 Balance as of beginning of period $ 116,139 $ 117,268 Adjustments (a) — (1,129) Goodwill acquired during the period 8,078 - Balance as of end of period $ 124,217 $ 116,139 (a) The adjustment in fiscal year 2020 related to the final net working capital settlement for acquisitions that occurred during the fiscal year ended June 30, 2019. |
Summary of intangible assets by major class | in thousands 2021 2020 Definite-lived intangible assets $ 6,600 $ 6,600 Indefinite-lived intangible assets 2,000 — Total intangible assets 8,600 6,600 Accumulated amortization (2,082) (1,423) Balance as of end of period $ 6,518 $ 5,177 |
Schedule of estimated future amortization expense related to other intangible assets | in thousands Amortization Expense 2022 $ 660 2023 660 2024 660 2025 660 2026 660 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Leases | |
Schedule of Company's capital leases | June 30, June 30, 2021 2020 in thousands Equipment $ 13,302 $ 9,845 Less accumulated depreciation (7,081) (4,829) Total capital leases $ 6,221 $ 5,016 |
Schedule of capital lease obligations | Future minimum lease payments related to (i) capital leases having initial terms of more than one year and (ii) non-cancelable operating leases as of June 30, 2021 were as follows: Operating Leases Capital Leases Minimum Lease in thousands Obligations Payments 2022 $ 2,524 $ 3,550 2023 2,468 4,289 2024 1,941 3,926 2025 1,169 3,450 2026 134 3,371 Thereafter — 13,909 Total 8,236 $ 32,495 Less amount representing interest (967) Total minimum lease payments 7,269 Less current maturities 2,079 Noncurrent maturities $ 5,190 |
Schedule of operating lease minimum lease payments | Operating Leases Capital Leases Minimum Lease in thousands Obligations Payments 2022 $ 2,524 $ 3,550 2023 2,468 4,289 2024 1,941 3,926 2025 1,169 3,450 2026 134 3,371 Thereafter — 13,909 Total 8,236 $ 32,495 Less amount representing interest (967) Total minimum lease payments 7,269 Less current maturities 2,079 Noncurrent maturities $ 5,190 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Long-term Debt. | |
Schedule of long-term debt | June 30, June 30, 2021 2020 in thousands Senior secured borrowings: Term Loan Facility $ 75,000 $ 187,625 Revolving Credit Facility — 25,000 Convertible term loan 2,367 2,401 Total debt 77,367 215,026 Less unamortized debt issuance costs 2,003 2,656 Less current maturities 3,790 1,938 Noncurrent maturities $ 71,574 $ 210,432 |
Schedule of aggregate maturities of the total debt outstanding | Long-term debt in thousands Year ending June 30: 2022 $ 3,790 2023 3,793 2024 3,796 2025 3,799 2026 60,052 Thereafter 2,137 Total debt $ 77,367 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation expense | Year ended June 30, 2021 2020 in thousands Stock options (a) $ 45,387 $ 543 Profits interests units 1,629 — Restricted stock units 35 — Total stock-based compensation expense $ 47,051 $ 543 (a) The amount for 2021 relates to stock-based compensation expense recognized as a result of the Cancellation Agreement transaction, as defined and described below. |
Summary of weighted-average assumptions | 2020 Expected volatility 34.9% - 39.3 % Expected life (years) 5.8 - 6.2 Interest rate 0.51% - 1.8 % Dividend yield — % Weighted-average fair value $ 0.48 Fair value of underlying stock $ 4.82 |
Summary of stock option activity | Weighted Average Number of Option average remaining Time-based option awards options price range exercise price term (in years) Outstanding balance, June 30, 2020 8,497,488 $1.00 - $2.35 $ 1.26 6.76 Canceled (8,497,488) $1.00 - $2.35 $ 1.26 6.76 Outstanding balance, June 30, 2021 — Weighted Average Number of average remaining Performance-based option awards options exercise price term (in years) Outstanding balance, June 30, 2020 8,497,488 $ 0.78 6.76 Canceled (8,497,488) $ 0.78 6.76 Outstanding balance, June 30, 2021 — |
Summary of profits interests transactions and number of units outstanding | Number of Weighted average Time-based unit awards units grant date fair value Outstanding balance, June 30, 2020 — $ — Granted 6,686,568 $ 1.28 Forfeited (99,307) $ 1.17 Outstanding balance, June 30, 2021 6,587,261 $ 1.28 Number of Weighted average Performance-based unit awards units grant date fair value Outstanding balance, June 30, 2020 — $ — Granted 6,322,569 $ 0.57 Forfeited (99,307) $ 0.44 Outstanding balance, June 30, 2021 6,223,262 $ 0.57 |
Summary of restricted stock units activity | Weighted average Number of grant-date fair Restricted stock units awards value per share Outstanding balance, June 30, 2020 — $ — Granted 48,470 $ 22.87 Outstanding balance, June 30, 2021 48,470 $ 22.87 |
2020 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of weighted-average assumptions | 2021 Expected volatility 44 % Expected life (years) - time vesting units 1.8 Interest rate 0.16 % Dividend yield — % Weighted-average fair value $ 1.28 Fair value of underlying stock $ 5.49 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Schedule of effective income tax rate reconciliation | Year ended June 30, 2021 2020 in thousands Statutory rate $ (7,343) $ 7,483 IRC Section 162(m) limitation (a) 12,526 — Transaction costs (b) 2,770 — Change in valuation allowance 1,500 (128) Permanent adjustments 306 268 Prior year true-up and other (227) 347 Income from entities not subject to taxation 66 108 State tax 173 1,790 Provision for income taxes $ 9,771 $ 9,868 (a) Reflects the permanent addback for the Section 162(m) limitation, which limits the deduction of compensation for the five highest paid officers to $1,000,000 . (b) Amount relates to transaction costs incurred as a result of the July 27, 2020 transaction between us, an affiliate of Apax Partners and our then existing equity holders entering into a Securities Purchase Agreement (the “Apax Transaction”). |
Schedule of provision for income taxes | Year ended June 30, 2021 2020 in thousands Current: Federal $ 2,710 $ 5,382 State 642 1,313 Total current tax expense 3,352 6,695 Deferred: Federal 5,342 2,349 State 1,077 824 Total deferred tax expense 6,419 3,173 Total provision for income taxes $ 9,771 $ 9,868 |
Schedule of components of deferred tax assets and liabilities | Year ended June 30, 2021 2020 in thousands Deferred tax assets: Amortization $ 2,241 $ 2,033 State net operating losses 1,887 387 Transaction costs 1,092 1,204 Provision for uncollectible accounts 1,112 1,644 Accrued vacation 979 984 Reported and estimated claims 941 889 Stock-based compensation 428 856 Accrued bonuses 65 38 Total deferred tax assets 8,745 8,035 Valuation allowance (1,887) (387) Deferred tax assets, net of valuation allowance 6,858 7,648 Deferred tax liabilities: Goodwill (9,934) (8,057) Depreciation (7,394) (8,053) Equity investment (3,222) (6) Prepaid expenses (2,008) (814) Total deferred tax liabilities (22,558) (16,930) Net deferred tax liability $ (15,700) $ (9,282) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Segment Reporting | |
Schedule of operating results by reportable segments | June 30, 2021 June 30, 2020 in thousands PACE All other (1) Totals PACE All other (1) Totals Capitation revenue $ 635,322 $ — $ 635,322 $ 564,834 $ — $ 564,834 Other service revenue 294 2,184 2,478 343 2,015 2,358 Total revenues 635,616 2,184 637,800 565,177 2,015 567,192 External provider costs 309,317 — 309,317 272,832 — 272,832 Cost of care, excluding depreciation and amortization 151,412 2,991 154,403 149,637 3,419 153,056 Center-Level Contribution Margin 174,887 (807) 174,080 142,708 (1,404) 141,304 Overhead costs (2) 154,607 (38) 154,569 77,482 — 77,482 Depreciation and amortization 11,951 343 12,294 10,506 785 11,291 Equity loss 1,343 — 1,343 677 1 678 Other operating (income) expense 18,211 — 18,211 918 2 920 Interest expense, net 16,595 192 16,787 14,357 262 14,619 Loss on extinguishment of debt 14,479 — 14,479 — — — Gain on equity method investment (10,871) — (10,871) — — — Other expense (income) 2,237 — 2,237 567 114 681 Income (Loss) Before Income Taxes $ (33,665) $ (1,304) $ (34,969) $ 38,201 $ (2,568) $ 35,633 (1) Center-level Contribution Margin from segments below the quantitative thresholds are attributable to two operating segments of the Company. Those segments consist of Homecare and Senior Housing. Neither of those segments has ever met any of the quantitative thresholds for determining reportable segments. (2) Overhead consists of the Sales and marketing and Corporate, general and administrative financial statement line items. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Earnings per Share | |
Schedule of earnings per share | Year ended June 30, in thousands, except share values 2021 2020 Net income (loss) attributable to InnovAge Holding Corp. $ (43,986) $ 26,278 Weighted average common shares outstanding (basic) 123,618,702 132,616,431 EPS (basic) $ (0.36) $ 0.20 Dilutive shares — 2,617,199 Weighted average common shares outstanding (diluted) 123,618,702 135,233,630 EPS (diluted) $ (0.36) $ 0.19 |
Business (Details)
Business (Details) $ / shares in Units, $ in Thousands | Mar. 09, 2021USD ($)shares | Mar. 08, 2021$ / sharesshares | Jul. 27, 2020USD ($) | Jun. 30, 2021USD ($)segmentitem$ / shares | Mar. 03, 2021$ / shares | Jun. 30, 2020$ / shares |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 1 | |||||
Par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock issued | shares | 2,329,234 | |||||
Net proceeds | $ 370,500 | |||||
Net proceeds | $ 370,468 | |||||
Underwriting discounts and commissions | 23,900 | |||||
Offering costs | $ 22,600 | $ 28,445 | ||||
Deferred offering costs | $ 4,500 | |||||
IPO | ||||||
Segment Reporting Information [Line Items] | ||||||
Common stock issued | shares | 16,666,667 | |||||
Offering price | $ / shares | $ 21 | |||||
Over-Allotment Option | ||||||
Segment Reporting Information [Line Items] | ||||||
Common stock issued | shares | 2,500,000 | |||||
PACE | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of PACE participants | item | 6,850 | |||||
Number of PACE centers excluding non-consolidating joint ventures | item | 18 | |||||
Percentage of obligation for health care costs | 100.00% | |||||
Operating segments | PACE | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 1 | |||||
Number of PACE participants | item | 6,850 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Summary of Significant Accounting Policies | ||
Investments | $ 2,645 | $ 2,645 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 2,234 | $ 1,661 |
Certificates of deposit | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 2,200 | 2,200 |
Collateral for letters of credit | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 1,600 | 1,600 |
Personal-needs account | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 20 | $ 20 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies | ||
Allowances for uncollectable accounts | $ 4,350 | $ 6,384 |
HCPF | ||
Summary of Significant Accounting Policies | ||
Accounts receivable | 17,000 | |
Medicaid | ||
Summary of Significant Accounting Policies | ||
Accounts receivable | $ 13,600 | |
Customer concentration risk | Accounts Receivable | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 100.00% | 100.00% |
Customer concentration risk | Accounts Receivable | Medicaid | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 60.00% | 72.00% |
Customer concentration risk | Accounts Receivable | Medicare | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 20.00% | 12.00% |
Customer concentration risk | Accounts Receivable | Private pay and other | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 20.00% | 16.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies | ||
Property and equipment gross | $ 187,491 | $ 135,364 |
Less accumulated depreciation and amortization | (44,776) | (32,870) |
Balance as of end of period | 142,715 | 102,494 |
Depreciation | 11,600 | 10,600 |
Write off of leasehold improvements | 1,100 | |
Capitalized interest | 1,000 | 100 |
Impairment charges | 0 | 0 |
Land | ||
Summary of Significant Accounting Policies | ||
Property and equipment gross | 11,980 | 8,580 |
Buildings and leasehold improvements | ||
Summary of Significant Accounting Policies | ||
Property and equipment gross | $ 104,724 | 79,514 |
Buildings and leasehold improvements | Minimum | ||
Summary of Significant Accounting Policies | ||
Estimated Useful Lives | 10 years | |
Buildings and leasehold improvements | Maximum | ||
Summary of Significant Accounting Policies | ||
Estimated Useful Lives | 40 years | |
Software | ||
Summary of Significant Accounting Policies | ||
Property and equipment gross | $ 13,316 | 11,387 |
Software | Minimum | ||
Summary of Significant Accounting Policies | ||
Estimated Useful Lives | 3 years | |
Software | Maximum | ||
Summary of Significant Accounting Policies | ||
Estimated Useful Lives | 5 years | |
Equipment and vehicles | ||
Summary of Significant Accounting Policies | ||
Property and equipment gross | $ 35,341 | 28,814 |
Equipment and vehicles | Minimum | ||
Summary of Significant Accounting Policies | ||
Estimated Useful Lives | 3 years | |
Equipment and vehicles | Maximum | ||
Summary of Significant Accounting Policies | ||
Estimated Useful Lives | 7 years | |
Construction in progress | ||
Summary of Significant Accounting Policies | ||
Property and equipment gross | $ 22,130 | $ 7,069 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Equity Method Investments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies | ||
Write-downs in equity method investment | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) $ in Millions | 12 Months Ended | |
Jun. 30, 2021USD ($)item | Jun. 30, 2020USD ($) | |
Summary of Significant Accounting Policies | ||
Number of reporting units | item | 3 | |
Goodwill, impairment charges | $ 0 | $ 0 |
Intangible asset, Useful life | 10 years | 10 years |
Intangible asset, Impairment charges | $ 0 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Contingent Consideration (Details) - USD ($) $ in Millions | Mar. 08, 2021 | Jun. 30, 2021 | Jun. 30, 2019 | Aug. 07, 2018 |
Business Acquisition [Line Items] | ||||
Deferred cash consideration | $ 0 | $ 20 | ||
Contingent consideration paid | $ 20 | |||
NewCourtland LIFE Program | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration paid | $ 20 | |||
Maximum | NewCourtland LIFE Program | ||||
Business Acquisition [Line Items] | ||||
Deferred cash consideration | $ 20 | $ 20 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies | ||
Pooled capitated payment | 100.00% | |
Customer concentration risk | Capitated revenues | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 100.00% | 100.00% |
Customer concentration risk | Capitated revenues | Medicaid | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 53.00% | 55.00% |
Customer concentration risk | Capitated revenues | Medicare | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 47.00% | 44.00% |
Customer concentration risk | Capitated revenues | Private pay and other | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 1.00% | |
Customer concentration risk | Capitated revenues | Private pay and other | Maximum | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 1.00% | |
Customer concentration risk | Capitated revenues | Medicare Part D | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 12.00% | 11.00% |
Customer concentration risk | External provider costs. | Medicare Part D | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 21.00% | 19.00% |
Customer concentration risk | Other service revenue | Senior Housing | ||
Summary of Significant Accounting Policies | ||
Risk percentage | 0.40% | 0.40% |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies | ||
Advertising expenses | $ 6.5 | $ 8 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - COVID-19 (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies | ||
Reimbursement amount allocated | $ 1 | |
Reimbursement amount recognized | $ 0.3 | $ 0.7 |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | Oct. 15, 2020 | Jul. 27, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reduction in additional paid in capital | $ 323,760 | $ 36,338 | ||
Transaction costs | $ 22,600 | $ 28,445 | ||
Dividends | 9,500 | |||
Investment in TCO Group Holdings, L.P | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Investment | $ 20,000 | |||
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Transaction costs | $ 13,100 | |||
Credit Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Repurchase (in shares) | 16,095,819 | |||
Repurchase | $ 77,600 | |||
Cancellation Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Corporate, general and administrative expense | 45,400 | |||
Reduction in additional paid in capital | $ 32,400 | |||
2016 Incentive Plan | Cancellation Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares cancelled (in shares) | 16,994,975 | |||
Shares cancelled | $ 74,600 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Mar. 08, 2021USD ($) | Aug. 07, 2018USD ($) | Jun. 30, 2021USD ($)item | Jun. 30, 2020USD ($)item | Jun. 30, 2019USD ($)item |
Business Acquisition [Line Items] | |||||
Number of acquisitions executed | item | 0 | 0 | |||
Deferred cash consideration | $ 20,000 | $ 0 | |||
Contingent consideration paid | $ 20,000 | ||||
NewCourtland LIFE Program | |||||
Business Acquisition [Line Items] | |||||
Purchase price | 30,000 | $ 30,000 | |||
Contingent consideration paid | $ 20,000 | ||||
NewCourtland LIFE Program | Maximum | |||||
Business Acquisition [Line Items] | |||||
Deferred cash consideration | $ 20,000 | 20,000 | |||
Virginia PACE centers | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 6,800 | ||||
Contingent consideration paid | $ 300 | ||||
Number of Virginia PACE centers acquired | item | 2 | ||||
Charlottesville Area Retirement Services, Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 5,260 | ||||
Contingent consideration paid | $ 300 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) $ in Millions | Jun. 30, 2021USD ($) |
PWD | |
Variable Interest Entity [Line Items] | |
Maximum exposure amount in VIE | $ 0.8 |
Variable Interest Entity - Sche
Variable Interest Entity - Schedule of Variable Interest Entity (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 18, 2019 |
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 201,466 | $ 112,904 | $ 9,000 |
Accounts receivable | 32,582 | 46,312 | |
Property, plant and equipment, net | 142,715 | 102,494 | |
Deposits and other, net | 3,877 | 3,003 | |
Accounts payable and accrued expenses | 32,361 | 28,875 | |
Current portion of long-term debt | 3,790 | 1,938 | |
Long-term debt, net of debt issuance costs | 71,574 | 210,432 | |
SH1 | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 431 | 435 | |
Accounts receivable | 1 | ||
Prepaid expenses and other | 5 | 7 | |
Property, plant and equipment, net | 10,164 | 10,501 | |
Deposits and other, net | 390 | 376 | |
Accounts payable and accrued expenses | 219 | 199 | |
Current portion of long-term debt | 40 | 38 | |
Noncurrent liabilities | 454 | 454 | |
Long-term debt, net of debt issuance costs | $ 3,827 | $ 3,901 |
Nonconsolidated Entities (Detai
Nonconsolidated Entities (Details) | Feb. 09, 2021USD ($) | Mar. 18, 2019USD ($)$ / shares | Jun. 30, 2021USD ($)$ / shares | Mar. 03, 2021$ / shares | Dec. 31, 2020item | Jun. 30, 2020USD ($)$ / shares |
Nonconsolidated Entities | ||||||
Number of equity method investments | item | 2 | |||||
Cash | $ 9,000,000 | $ 201,466,000 | $ 112,904,000 | |||
Land | $ 4,200,000 | |||||
Cash contributions | $ 20,000,000 | |||||
Par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Change in fair value of warrants | $ 2,300,000 | $ 2,264,000 | ||||
Gain on consolidation | $ 10,900,000 | |||||
InnovAge Sacramento | ||||||
Nonconsolidated Entities | ||||||
Percentage of additional membership interest | 0.10% | 0.10% | ||||
InnovAge Holding Corp. | ||||||
Nonconsolidated Entities | ||||||
Membership interest (as a percent) | 59.90% | |||||
Adventist Health System/West Joint Venture | ||||||
Nonconsolidated Entities | ||||||
Percentage of issued and outstanding equity interests | 5.00% | |||||
Par value per share | $ / shares | $ 0.001 | |||||
Capital contributions | $ 25,000,000 | |||||
Warrants right to purchase common stock | $ 15,000,000 | |||||
Warrant exercise term | 1 year | |||||
InnovAge California Pace-Sacramento, LLC | ||||||
Nonconsolidated Entities | ||||||
Cash contributions | $ 52,000 | |||||
InnovAge California Pace-Sacramento, LLC | Adventist Health System/West Joint Venture | ||||||
Nonconsolidated Entities | ||||||
Membership interest (as a percent) | 26.41% | |||||
InnovAge California Pace-Sacramento, LLC | Eskaton | ||||||
Nonconsolidated Entities | ||||||
Membership interest (as a percent) | 13.69% | |||||
InnovAge California Pace-Sacramento, LLC | Adventist Health System/West Joint Venture | ||||||
Nonconsolidated Entities | ||||||
Cash contributions | $ 5,800,000 | |||||
InnovAge California Pace-Sacramento, LLC | Eskaton | ||||||
Nonconsolidated Entities | ||||||
Cash contributions | $ 3,000,000 |
Nonconsolidated Entities - Summ
Nonconsolidated Entities - Summary of Fair Value of the Assets Acquired and Net Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jan. 01, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Assets: | ||||
Goodwill | $ 124,217 | $ 116,139 | $ 117,268 | |
InnovAge Sacramento | ||||
Assets: | ||||
Cash | $ 646 | |||
Accounts receivable | 786 | |||
Property and equipment, net | 30,667 | |||
Goodwill | 8,078 | |||
Total Assets | 40,177 | |||
Liabilities: | ||||
Accounts payable | 530 | |||
Reported and estimated claims | 330 | |||
Due to Medicaid and Medicare | 77 | |||
Capital leases | 428 | |||
Other liabilities | 48 | |||
Total Liabilities | $ 1,413 |
Nonconsolidated Entities - Su_2
Nonconsolidated Entities - Summary of Income Statement (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | |||
Total revenues | $ 637,800 | $ 567,192 | |
Cost of operations: | |||
Total cost of operations | 650,137 | 516,259 | |
The Company's interest in net income (loss) | $ (12,337) | $ 50,933 | |
InnovAge California Pace-Sacramento, LLC | |||
Revenue: | |||
Total revenues | $ 2,297 | ||
Less: members' interest | 921 | ||
The Company's interest | 1,376 | ||
Cost of operations: | |||
Total cost of operations | 4,538 | ||
Less: members' interest | 1,820 | ||
The Company's interest | 2,718 | ||
The Company's interest in net income (loss) | $ (1,342) |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Apr. 02, 2020 | Jun. 14, 2019 | |
Investments | ||||
Observable price changes | $ 0 | $ 0 | ||
Series B Preferred Stock | ||||
Investments | ||||
Investments in securities | $ 1.5 | |||
Series C Preferred Stock | ||||
Investments | ||||
Investments in securities | $ 1.1 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) $ in Millions | 12 Months Ended | |
Jun. 30, 2021USD ($)item | Jun. 30, 2020USD ($) | |
Goodwill and Intangible Assets | ||
Number of reporting units | item | 3 | |
Impairment of goodwill | $ 0 | $ 0 |
Amortization expense | 0.7 | 0.6 |
Intangible asset impairments | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill [Roll Forward] | ||
Balance as of beginning of period | $ 116,139 | $ 117,268 |
Adjustments | (1,129) | |
Goodwill acquired during the period | 8,078 | |
Balance as of end of period | $ 124,217 | $ 116,139 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Asset by Major Class (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Definite-lived intangible assets | $ 6,600 | $ 6,600 |
Indefinite-lived intangible assets | 2,000 | |
Total intangible assets | 8,600 | 6,600 |
Accumulated amortization | (2,082) | (1,423) |
Balance as of end of period | $ 6,518 | $ 5,177 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Annual Amortization Expense (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 660 |
2023 | 660 |
2024 | 660 |
2025 | 660 |
2026 | $ 660 |
Leases - Assets Under Lease (De
Leases - Assets Under Lease (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Leased Assets [Line Items] | ||
Equipment | $ 187,491 | $ 135,364 |
Less accumulated depreciation | (44,776) | (32,870) |
Balance as of end of period | 142,715 | 102,494 |
Rental expense | 4,500 | 4,800 |
Equipment under capital leases | ||
Operating Leased Assets [Line Items] | ||
Equipment | 13,302 | 9,845 |
Less accumulated depreciation | (7,081) | (4,829) |
Balance as of end of period | $ 6,221 | $ 5,016 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Capital Leases Obligations | |
2022 | $ 2,524 |
2023 | 2,468 |
2024 | 1,941 |
2025 | 1,169 |
2026 | 134 |
Total | 8,236 |
Less amount representing interest | (967) |
Total minimum lease payments | 7,269 |
Less current maturities | 2,079 |
Noncurrent maturities | 5,190 |
Operating Leases Minimum Lease Payments | |
2022 | 3,550 |
2023 | 4,289 |
2024 | 3,926 |
2025 | 3,450 |
2026 | 3,371 |
Thereafter | 13,909 |
Total | $ 32,495 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 77,367 | $ 215,026 |
Less unamortized debt issuance costs | 2,003 | 2,656 |
Less current maturities | 3,790 | 1,938 |
Noncurrent maturities | 71,574 | 210,432 |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 25,000 |
Senior secured term loan | ||
Debt Instrument [Line Items] | ||
Total debt | 75,000 | 187,625 |
Convertible term loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,367 | $ 2,401 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 08, 2021 | Mar. 07, 2021 | Jul. 27, 2020 | Sep. 01, 2015 | Jun. 30, 2021 | Jun. 30, 2020 | May 02, 2019 | May 13, 2016 |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of long-term debt | $ 14,479 | |||||||
Outstanding borrowings | 77,367 | $ 215,026 | ||||||
Amortization of deferred financing costs | 1,100 | 600 | ||||||
Total deferred financing costs | 2,000 | |||||||
Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount | 75,000 | |||||||
Outstanding borrowings | 0 | $ 25,000 | ||||||
Interest rate (as a percent) | 3.94% | |||||||
Remaining borrowing capacity | 100,000 | |||||||
Letters of credit, issued amounts | 2,100 | |||||||
Revolving credit facility fee | 0.50% | |||||||
Senior secured term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | 75,000 | $ 187,625 | ||||||
Convertible term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | $ 2,367 | $ 2,401 | ||||||
Interest rate (as a percent) | 6.68% | |||||||
Monthly principal and interest payments | $ 20 | |||||||
2016 Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of aggregate outstanding principal amount | 0.25% | |||||||
Debt extinguishment | $ 57,100 | |||||||
Loss on extinguishment of long-term debt | 1,000 | |||||||
Modified debt | 250,000 | |||||||
Outstanding borrowings | 50,000 | |||||||
Total deferred financing costs | 9,100 | |||||||
2016 Credit Agreement | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount | $ 40,000 | $ 30,000 | $ 20,000 | |||||
2016 Credit Agreement | Senior secured term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount | 300,000 | 190,000 | $ 75,000 | |||||
Interest rate (as a percent) | 6.00% | |||||||
2016 Credit Agreement | Delayed draw term loan facility (DDTL) | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount | $ 45,000 | |||||||
Termination of loan | $ 45,000 | |||||||
2021 Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt extinguishment | 250,000 | |||||||
Loss on extinguishment of long-term debt | 7,500 | |||||||
Modified debt | 25,000 | |||||||
Outstanding borrowings | 50,000 | |||||||
Total deferred financing costs | $ 2,100 | |||||||
Prepayment fee (as a percent) | 2.00% | |||||||
Prepayment fee | $ 6,000 | |||||||
2021 Credit Agreement | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount | $ 100,000 | |||||||
Revolving credit facility fee | 0.25% | |||||||
2021 Credit Agreement | Senior secured term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount | $ 75,000 | |||||||
Percentage of aggregate outstanding principal amount | 1.25% | |||||||
Interest rate (as a percent) | 1.84% |
Long-term Debt - Maturities (De
Long-term Debt - Maturities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Long-term Debt. | |
2022 | $ 3,790 |
2023 | 3,793 |
2024 | 3,796 |
2025 | 3,799 |
2026 | 60,052 |
Thereafter | 2,137 |
Total debt | $ 77,367 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Mar. 08, 2021 | Aug. 07, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Contingent consideration | $ 20 | $ 0 | |||
Contingent consideration paid | $ 20 | ||||
Transfers into Level 3 | 0 | $ 0 | |||
Transfers out of Level 3 | $ 0 | $ 0 | |||
NewCourtland LIFE Program | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Purchase price | 30 | $ 30 | |||
Contingent consideration paid | $ 20 | ||||
NewCourtland LIFE Program | Maximum | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Contingent consideration | $ 20 | $ 20 |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 47,051 | $ 543 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 45,387 | $ 543 |
Profits Interests Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 1,629 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 35 |
Stock-based Compensation - Equi
Stock-based Compensation - Equity Incentive Plan (Details) - shares | Jul. 27, 2020 | Jun. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Repurchase (in shares) | 16,095,819 | 0 |
2016 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 17,836,636 | |
Granted (in shares) | 16,994,976 | |
Expiration period | 10 years | |
Repurchase (in shares) | 16,095,819 | |
Number of shares cancelled | 16,994,976 | |
2016 Equity Incentive Plan | Time Vesting Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of vesting | 50.00% | |
2016 Equity Incentive Plan | Contingent Performance-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of vesting | 50.00% | |
2016 Equity Incentive Plan | Tranche One | Time Vesting Awards | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of vesting | 25.00% | |
2016 Equity Incentive Plan | Tranche One | Time Vesting Awards | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of vesting | 62.50% |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted-Average Assumptions (Details) | 12 Months Ended |
Jun. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility, minimum | 34.90% |
Expected volatility, maximum | 39.30% |
Interest rate, minimum | 0.51% |
Interest rate, maximum | 1.80% |
Weighted-average fair value | $ 0.48 |
Fair value of underlying stock | $ 4.82 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 5 years 9 months 18 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 6 years 2 months 12 days |
Stock-based Compensation - Time
Stock-based Compensation - Time-based Awards (Details) - Time-based option awards - $ / shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Number of Options | ||
Outstanding balance, June 30, 2020 | 8,497,488 | |
Cancelled | (8,497,488) | |
Outstanding balance, June 30, 2021 | 8,497,488 | |
Option Price Range | ||
Option price lower limit | $ 1 | $ 1 |
Option price upper limit | 2.35 | 2.35 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding balance, June 30, 2020 | $ 1.26 | |
Cancelled | $ 1.26 | |
Average remaining term of outstanding awards (in years) | 6 years 9 months 3 days | |
Average remaining term of cancelled awards (in years) | 6 years 9 months 3 days |
Stock-based Compensation - Perf
Stock-based Compensation - Performance-based Awards (Details) - Performance-based option awards - $ / shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Number of Options | ||
Outstanding balance, June 30, 2020 | 8,497,488 | |
Cancelled | (8,497,488) | |
Outstanding balance, June 30, 2021 | 8,497,488 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding balance, June 30, 2020 | $ 0.78 | |
Cancelled | $ 0.78 | |
Average remaining term of outstanding awards (in years) | 6 years 9 months 3 days | |
Average remaining term of cancelled awards (in years) | 6 years 9 months 3 days |
Stock-based Compensation - Prof
Stock-based Compensation - Profits Interests (Details) - 2020 Equity Incentive Plan | 12 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized | 16,162,177 |
Profits interests granted | 13,009,137 |
Hurdle value per unit | $ / shares | $ 5.49 |
Stock-based Compensation - Mont
Stock-based Compensation - Monte Carlo Option Pricing Model (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Jun. 30, 2021USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Interest rate | 1.80% |
Weighted-average fair values | $ / shares | $ 0.48 |
Profits Interests Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 44.00% |
Expected life (years) - Time vesting units | 1 year 9 months 18 days |
Interest rate | 0.16% |
Dividend yield | 0.00% |
Weighted-average fair values | $ / shares | $ 1.28 |
Fair value of underlying stock | $ / shares | $ 5.49 |
Unrecognized compensation cost | $ | $ 10.3 |
Time Vesting Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 6.8 |
Weighted-average period (in years) | 1 year 2 months 12 days |
Performance Vesting Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 3.5 |
Stock-based Compensation - Pr_2
Stock-based Compensation - Profits Interests Transactions and Number of Units Outstanding (Details) | 12 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Time Vesting Units | |
Number of Units | |
Granted | shares | 6,686,568 |
Forfeited | shares | (99,307) |
Outstanding balance, June 30, 2021 | shares | 6,587,261 |
Weighted-Average Grant Date FV | |
Granted | $ / shares | $ 1.28 |
Forfeited | $ / shares | 1.17 |
Outstanding balance, June 30, 2021 | $ / shares | $ 1.28 |
Performance Vesting Units | |
Number of Units | |
Granted | shares | 6,322,569 |
Forfeited | shares | (99,307) |
Outstanding balance, June 30, 2021 | shares | 6,223,262 |
Weighted-Average Grant Date FV | |
Granted | $ / shares | $ 0.57 |
Forfeited | $ / shares | 0.44 |
Outstanding balance, June 30, 2021 | $ / shares | $ 0.57 |
Stock-based Compensation - 2021
Stock-based Compensation - 2021 Omnibus Incentive Plan (Details) - 2021 Omnibus Incentive Plan $ in Millions | 12 Months Ended |
Jun. 30, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized | shares | 14,700,000 |
Vesting period | 3 years |
Percentage of vesting | 33.33% |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 1.1 |
Weighted-average period (in years) | 2 years 2 months 12 days |
Stock-based Compensation - 20_2
Stock-based Compensation - 2021 Omnibus Incentive Plan (RSU Activity) (Details) - Restricted Stock Units | 12 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Units | |
Granted | shares | 48,470 |
Outstanding balance, June 30, 2021 | shares | 48,470 |
Weighted-Average Grant Date FV | |
Granted | $ / shares | $ 22.87 |
Outstanding balance, June 30, 2021 | $ / shares | $ 22.87 |
Treasury Stock (Details)
Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 27, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Treasury Stock. | |||
Repurchase (in shares) | 16,095,819 | 0 | |
Treasury stock cost per share (in dollars per share) | $ 4.82 | $ 0 | $ 1.89 |
Treasury stock, value | $ 77.6 | ||
Treasury stock transaction (in shares) | 0 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes | ||
Effective tax rate (as a percent) | (27.90%) | 28.00% |
Federal statutory tax rate (as a percent) | 21.00% | 21.00% |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) | 12 Months Ended | |
Jun. 30, 2021USD ($)employee | Jun. 30, 2020USD ($) | |
Income Taxes | ||
Statutory rate | $ (7,343,000) | $ 7,483,000 |
IRC Section 162(m) limitation | 12,526,000 | |
Transaction costs | 2,770,000 | |
Change in valuation allowance | 1,500,000 | (128,000) |
Permanent adjustments | 306,000 | 268,000 |
Prior year true-up and other | (227,000) | 347,000 |
Income from entities not subject to taxation | 66,000 | 108,000 |
State tax | 173,000 | 1,790,000 |
Provision for income taxes | $ 9,771,000 | $ 9,868,000 |
Highest compensation paid, Officers | employee | 5 | |
Nondeductible compensation paid | $ 1,000,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Current: | ||
Federal | $ 2,710 | $ 5,382 |
State | 642 | 1,313 |
Total current tax expense | 3,352 | 6,695 |
Deferred: | ||
Federal | 5,342 | 2,349 |
State | 1,077 | 824 |
Total deferred tax expense | 6,419 | 3,173 |
Provision for income taxes | $ 9,771 | $ 9,868 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Deferred tax assets: | ||
Amortization | $ 2,241 | $ 2,033 |
State net operating losses | 1,887 | 387 |
Transaction costs | 1,092 | 1,204 |
Provision for uncollectible accounts | 1,112 | 1,644 |
Accrued vacation | 979 | 984 |
Reported and estimated claims | 941 | 889 |
Stock-based compensation | 428 | 856 |
Accrued bonuses | 65 | 38 |
Total deferred tax assets | 8,745 | 8,035 |
Valuation allowance | (1,887) | (387) |
Deferred tax assets, net of valuation allowance | 6,858 | 7,648 |
Deferred tax liabilities: | ||
Goodwill | (9,934) | (8,057) |
Depreciation | (7,394) | (8,053) |
Equity investment | (3,222) | (6) |
Prepaid expenses | (2,008) | (814) |
Total deferred tax liabilities | (22,558) | (16,930) |
Net deferred tax liability | $ (15,700) | $ (9,282) |
Income Taxes - Carryforwards (D
Income Taxes - Carryforwards (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 1,887 | $ 387 |
Uncertain tax positions | 0 | 0 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 30,900 | 15,000 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 0 | $ 0 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 35,000 | |
Deposits and other | ||
Related Party Transaction [Line Items] | ||
Loans and leases receivable, related parties | $ 700,000 | $ 600,000 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Jun. 30, 2021segmentitemCenter | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 1 |
PACE | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 3 |
Number of PACE participants | item | 6,850 |
Operating segments | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 5 |
Operating segments | PACE | |
Segment Reporting Information [Line Items] | |
Number of geographic divisions | 3 |
Number of reportable segments | 1 |
Number of PACE participants | item | 6,850 |
Number of PACE centers | Center | 18 |
Operating segments | Others | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
Segment Reporting - Operating R
Segment Reporting - Operating Results (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 637,800 | $ 567,192 |
External provider costs | 309,317 | 272,832 |
Cost of care, excluding depreciation and amortization | 154,403 | 153,056 |
Equity loss | (1,343) | (678) |
Other operating (income) expense | (18,211) | (920) |
Interest expense, net | 16,787 | 14,619 |
Loss on extinguishment of debt | (14,479) | |
Gain on equity method investment | (10,871) | |
Other expense (income) | (2,237) | (681) |
Income (Loss) Before Income Taxes | (34,969) | 35,633 |
Capitation revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 635,322 | 564,834 |
Other service revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 2,478 | 2,358 |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 637,800 | 567,192 |
External provider costs | 309,317 | 272,832 |
Cost of care, excluding depreciation and amortization | 154,403 | 153,056 |
Center-Level Contribution Margin | 174,080 | 141,304 |
Overhead costs | 154,569 | 77,482 |
Depreciation and amortization | 12,294 | 11,291 |
Equity loss | 1,343 | 678 |
Other operating (income) expense | 18,211 | 920 |
Interest expense, net | 16,787 | 14,619 |
Loss on extinguishment of debt | 14,479 | |
Gain on equity method investment | (10,871) | |
Other expense (income) | 2,237 | 681 |
Income (Loss) Before Income Taxes | (34,969) | 35,633 |
Operating segments | Capitation revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 635,322 | 564,834 |
Operating segments | Other service revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 2,478 | 2,358 |
Operating segments | PACE | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 635,616 | 565,177 |
External provider costs | 309,317 | 272,832 |
Cost of care, excluding depreciation and amortization | 151,412 | 149,637 |
Center-Level Contribution Margin | 174,887 | 142,708 |
Overhead costs | 154,607 | 77,482 |
Depreciation and amortization | 11,951 | 10,506 |
Equity loss | 1,343 | 677 |
Other operating (income) expense | 18,211 | 918 |
Interest expense, net | 16,595 | 14,357 |
Loss on extinguishment of debt | 14,479 | |
Gain on equity method investment | (10,871) | |
Other expense (income) | 2,237 | 567 |
Income (Loss) Before Income Taxes | (33,665) | 38,201 |
Operating segments | PACE | Capitation revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 635,322 | 564,834 |
Operating segments | PACE | Other service revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 294 | 343 |
Operating segments | Others | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 2,184 | 2,015 |
Cost of care, excluding depreciation and amortization | 2,991 | 3,419 |
Center-Level Contribution Margin | (807) | (1,404) |
Overhead costs | (38) | |
Depreciation and amortization | 343 | 785 |
Equity loss | 1 | |
Other operating (income) expense | 2 | |
Interest expense, net | 192 | 262 |
Other expense (income) | 114 | |
Income (Loss) Before Income Taxes | (1,304) | (2,568) |
Operating segments | Others | Other service revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 2,184 | $ 2,015 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to InnovAge Holding Corp. | $ (43,986) | $ 26,278 |
Weighted average common shares outstanding (basic) | 123,618,702 | 132,616,431 |
EPS (basic) | $ (0.36) | $ 0.20 |
Dilutive shares | 2,617,199 | |
Weighted average common shares outstanding (diluted) | 123,618,702 | 135,233,630 |
EPS (diluted) | $ (0.36) | $ 0.19 |
Performance-based option awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Performance-based units, respectively, excluded from the calculation of diluted EPS | 8,084,243 |
Subsequent Event (Details)
Subsequent Event (Details) - Jetdoc, Inc. - Subsequent Event $ in Millions | 1 Months Ended |
Aug. 31, 2021USD ($)shares | |
Subsequent Event [Line Items] | |
Shares acquired | shares | 806,481 |
Cash consideration | $ | $ 2 |