Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40159 | |
Entity Registrant Name | InnovAge Holding Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-0710819 | |
Entity Address, Address Line One | 8950 E. Lowry Boulevard | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80230 | |
City Area Code | 844 | |
Local Phone Number | 803-8745 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | INNV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 135,630,167 | |
Entity Central Index Key | 0001834376 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 121,706 | $ 184,429 |
Short-term investments | 45,847 | 0 |
Restricted cash | 16 | 17 |
Accounts receivable, net of allowance ($3,936 – March 31, 2023 and $3,403 – June 30, 2022) | 34,197 | 35,907 |
Prepaid expenses | 13,924 | 13,842 |
Income tax receivable | 254 | 6,761 |
Total current assets | 215,944 | 240,956 |
Noncurrent Assets | ||
Property and equipment, net | 192,911 | 176,260 |
Operating lease assets | 21,906 | 0 |
Investments | 5,493 | 5,493 |
Deposits and other | 3,573 | 2,812 |
Goodwill | 124,217 | 124,217 |
Other intangible assets, net | 5,363 | 5,858 |
Total noncurrent assets | 353,463 | 314,640 |
Total assets | 569,407 | 555,596 |
Current Liabilities | ||
Accounts payable and accrued expenses | 48,198 | 50,562 |
Reported and estimated claims | 39,095 | 38,454 |
Due to Medicaid and Medicare | 11,001 | 9,130 |
Income tax payable | 1,220 | 0 |
Current portion of long-term debt | 3,795 | 3,793 |
Current portion of finance lease obligations | 4,946 | 3,368 |
Current portion of operating lease obligations | 3,402 | 0 |
Deferred revenue | 26,032 | 0 |
Total current liabilities | 137,689 | 105,307 |
Noncurrent Liabilities | ||
Deferred tax liability, net | 5,714 | 17,761 |
Finance lease obligations | 13,381 | 9,440 |
Operating lease obligations | 20,110 | 0 |
Other noncurrent liabilities | 1,183 | 1,134 |
Long-term debt, net of debt issuance costs | 65,687 | 68,210 |
Total liabilities | 243,764 | 201,852 |
Commitments and Contingencies (See Note 9) | ||
Redeemable Noncontrolling Interests (See Note 4) | 13,461 | 15,278 |
Stockholders’ Equity | ||
Common stock, $0.001 par value; 500,000,000 authorized as of March 31, 2023 and June 30, 2022; 135,602,464 and 135,532,811 issued shares as of March 31, 2023 and June 30, 2022, respectively | 136 | 136 |
Additional paid-in capital | 330,955 | 327,499 |
Retained earnings (deficit) | (24,767) | 4,729 |
Total InnovAge Holding Corp. | 306,324 | 332,364 |
Noncontrolling interests | 5,858 | 6,102 |
Total stockholders’ equity | 312,182 | 338,466 |
Total liabilities and stockholders’ equity | $ 569,407 | $ 555,596 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for loss | $ 3,936 | $ 3,403 |
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) | 135,602,464 | 135,532,811 |
Common stock outstanding (in shares) | 135,602,464 | 135,532,811 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||||
Total revenues | $ 172,539 | $ 177,359 | $ 511,213 | $ 525,780 |
Expenses | ||||
External provider costs | 89,805 | 103,254 | 279,550 | 284,299 |
Cost of care, excluding depreciation and amortization | 53,949 | 46,102 | 158,881 | 129,740 |
Sales and marketing | 5,314 | 6,144 | 13,502 | 19,117 |
Corporate, general and administrative | 27,648 | 24,682 | 86,646 | 74,248 |
Depreciation and amortization | 3,992 | 3,850 | 11,087 | 10,435 |
Total expenses | 180,708 | 184,032 | 549,666 | 517,839 |
Operating Income (Loss) | (8,169) | (6,673) | (38,453) | 7,941 |
Other Income (Expense) | ||||
Interest expense, net | (405) | (709) | (1,231) | (1,930) |
Other income (expense) | (101) | 108 | 380 | (358) |
Total other expense | (506) | (601) | (851) | (2,288) |
Income (Loss) Before Income Taxes | (8,675) | (7,274) | (39,304) | 5,653 |
Provision (Benefit) for Income Taxes | (1,365) | (4,116) | (7,747) | 81 |
Net Income (Loss) | (7,310) | (3,158) | (31,557) | 5,572 |
Less: net loss attributable to noncontrolling interests | (680) | (337) | (2,061) | (616) |
Net Income (Loss) Attributable to InnovAge Holding Corp. | $ (6,630) | $ (2,821) | $ (29,496) | $ 6,188 |
Weighted-average number of common shares outstanding - basic (in shares) | 135,601,327 | 135,516,608 | 135,581,971 | 135,516,544 |
Weighted-average number of common shares outstanding - diluted (in shares) | 135,601,327 | 135,516,608 | 135,581,971 | 135,530,793 |
Net income (loss) per share - basic (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.22) | $ 0.05 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.22) | $ 0.05 |
Capitation revenue | ||||
Revenues | ||||
Total revenues | $ 172,196 | $ 176,988 | $ 510,268 | $ 524,507 |
Other service revenue | ||||
Revenues | ||||
Total revenues | $ 343 | $ 371 | $ 945 | $ 1,273 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Capital Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Noncontrolling Interests |
Balances, Beginning (in shares) at Jun. 30, 2021 | 135,516,513 | ||||
Balances, Beginning at Jun. 30, 2021 | $ 340,979 | $ 136 | $ 323,760 | $ 10,663 | $ 6,420 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation (in shares) | 8,493 | ||||
Stock-based compensation | 2,586 | 2,586 | |||
Adjustments to redemption value | 586 | 586 | |||
Net income (loss) | 5,975 | 6,188 | (213) | ||
Balances, Ending (in shares) at Mar. 31, 2022 | 135,525,006 | ||||
Balances, Ending at Mar. 31, 2022 | 350,126 | $ 136 | 326,346 | 17,437 | 6,207 |
Beginning balance at Jun. 30, 2021 | 16,986 | ||||
Redeemable non-controlling interests (Temporary Equity) | |||||
Adjustments to redemption value | (586) | ||||
Net income (loss) | (403) | ||||
Ending balance at Mar. 31, 2022 | 15,996 | ||||
Redeemable non-controlling interests (Temporary Equity) | |||||
Net Income (Loss) | 5,572 | ||||
Balances, Beginning (in shares) at Dec. 31, 2021 | 135,516,513 | ||||
Balances, Beginning at Dec. 31, 2021 | 349,586 | $ 136 | 325,501 | 17,695 | 6,254 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation (in shares) | 8,493 | ||||
Stock-based compensation | 845 | 845 | |||
Adjustments to redemption value | 2,563 | 2,563 | |||
Net income (loss) | (2,868) | (2,821) | (47) | ||
Balances, Ending (in shares) at Mar. 31, 2022 | 135,525,006 | ||||
Balances, Ending at Mar. 31, 2022 | 350,126 | $ 136 | 326,346 | 17,437 | 6,207 |
Beginning balance at Dec. 31, 2021 | 18,850 | ||||
Redeemable non-controlling interests (Temporary Equity) | |||||
Adjustments to redemption value | (2,563) | ||||
Net income (loss) | (290) | ||||
Ending balance at Mar. 31, 2022 | 15,996 | ||||
Redeemable non-controlling interests (Temporary Equity) | |||||
Net Income (Loss) | (3,158) | ||||
Balances, Beginning (in shares) at Jun. 30, 2022 | 135,532,811 | ||||
Balances, Beginning at Jun. 30, 2022 | 338,466 | $ 136 | 327,499 | 4,729 | 6,102 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation (in shares) | 69,653 | ||||
Stock-based compensation | 3,456 | 3,456 | |||
Adjustments to redemption value | 0 | ||||
Net income (loss) | (29,740) | (29,496) | (244) | ||
Balances, Ending (in shares) at Mar. 31, 2023 | 135,602,464 | ||||
Balances, Ending at Mar. 31, 2023 | 312,182 | $ 136 | 330,955 | (24,767) | 5,858 |
Beginning balance at Jun. 30, 2022 | 15,278 | ||||
Redeemable non-controlling interests (Temporary Equity) | |||||
Net income (loss) | (1,817) | ||||
Ending balance at Mar. 31, 2023 | 13,461 | ||||
Redeemable non-controlling interests (Temporary Equity) | |||||
Net Income (Loss) | (31,557) | ||||
Balances, Beginning (in shares) at Dec. 31, 2022 | 135,596,225 | ||||
Balances, Beginning at Dec. 31, 2022 | 317,721 | $ 136 | 329,777 | (18,137) | 5,945 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation (in shares) | 6,239 | ||||
Stock-based compensation | 1,178 | 1,178 | |||
Adjustments to redemption value | 0 | ||||
Net income (loss) | (6,717) | (6,630) | (87) | ||
Balances, Ending (in shares) at Mar. 31, 2023 | 135,602,464 | ||||
Balances, Ending at Mar. 31, 2023 | 312,182 | $ 136 | $ 330,955 | $ (24,767) | $ 5,858 |
Beginning balance at Dec. 31, 2022 | 14,054 | ||||
Redeemable non-controlling interests (Temporary Equity) | |||||
Net income (loss) | (593) | ||||
Ending balance at Mar. 31, 2023 | 13,461 | ||||
Redeemable non-controlling interests (Temporary Equity) | |||||
Net Income (Loss) | $ (7,310) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities | ||
Net Income (Loss) | $ (31,557) | $ 5,572 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
(Gain) loss on disposal of assets | 482 | 358 |
Provision for uncollectible accounts | 2,319 | 4,834 |
Depreciation and amortization | 11,087 | 10,435 |
Operating lease rentals | 3,500 | 0 |
Amortization of deferred financing costs | 322 | 322 |
Stock-based compensation | 3,456 | 2,586 |
Deferred income taxes | (12,046) | 81 |
Other | (726) | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable, net | (609) | (4,157) |
Prepaid expenses | (81) | (4,323) |
Income tax receivable | 7,727 | (60) |
Deposits and other | (836) | (1,501) |
Accounts payable and accrued expenses | 25,161 | 4,705 |
Reported and estimated claims | 641 | 2,778 |
Due to Medicaid and Medicare | 1,870 | 2,429 |
Operating lease liabilities | (3,625) | 0 |
Net cash provided (used) by operating activities | 7,085 | 24,059 |
Investing Activities | ||
Purchases of property and equipment | (19,329) | (20,141) |
Purchases of short-term investments | (45,000) | 0 |
Purchases of intangible assets | 0 | (1,437) |
Purchase of cost method investment | 0 | (2,000) |
Net cash used in investing activities | (64,329) | (23,578) |
Financing Activities | ||
Payments for finance lease obligations | (2,637) | (1,829) |
Principal payments on long-term debt | (2,843) | (2,841) |
Net cash used in financing activities | (5,480) | (4,670) |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS & RESTRICTED CASH | (62,724) | (4,189) |
CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD | 184,446 | 203,700 |
CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD | 121,722 | 199,511 |
Supplemental Cash Flows Information | ||
Interest paid | 2,826 | 1,452 |
Income taxes paid | 13 | 84 |
Property and equipment included in accounts payable | 1,811 | 4,577 |
Property and equipment purchased under finance leases | $ 8,157 | $ 8,057 |
Business
Business | 9 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business InnovAge Holding Corp. and its subsidiaries, are headquartered in Denver, Colorado. The Company manages, and in many cases directly provides, a broad range of medical and ancillary services for seniors in need of care and support to safely live independently in their communities, including in-center services such as primary care, physical therapy, occupational therapy, speech therapy, dental services, mental health and psychiatric services, meals, and activities; transportation to the Program of All-Inclusive Care for the Elderly (“PACE”) center and third-party medical appointments; and care management. The Company manages its business as one reportable segment, PACE. As of March 31, 2023, the Company served approximately 6,310 PACE participants, making it the largest PACE provider in the United States of America (the “U.S.”) based upon participants served, and operates 17 PACE centers across Colorado, California, New Mexico, Pennsylvania and Virginia. During the third quarter ended March 31, 2023, the Company consolidated its Germantown LIFE center with its Allegheny and Henry Avenue LIFE centers in Pennsylvania. 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 Affairs (“VA”), and private pay sources. Additionally, under the Medicare Prescription Drug Plan, the Centers for Medicare and Medicaid Services (“CMS”) share part of the risk for providing prescription medication to the Company’s participants. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company described its significant accounting policies in Note 2, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended June 30, 2022 (“2022 10-K”). With the exception of Recently Adopted Accounting Pronouncements described below, there were no significant changes to those accounting policies during the nine months ended March 31, 2023. Basis of Preparation and Principles of Consolidation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such regulations. These financial statements have been prepared on a basis consistent with the accounting principles applied for the fiscal year ended June 30, 2022. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. The condensed consolidated financial statements include the accounts of InnovAge, its wholly owned subsidiaries, variable interest entities (“VIEs”) for which it is the primary beneficiary and entities for which it has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation. The Company does not have any components of comprehensive income and comprehensive income is equal to net income (loss) reported in the statements of operations for all periods presented. Property and Equipment Property and equipment were comprised of the following as of March 31, 2023 and June 30, 2022: dollars in thousands Estimated March 31, 2023 June 30, 2022 Land N/A $ 11,969 $ 11,980 Buildings and leasehold improvements 10 - 40 years 124,231 122,076 Software 3 - 5 years 26,594 16,264 Equipment and vehicles 3 - 7 years 57,035 47,546 Construction in progress N/A 40,467 35,479 260,296 233,345 Less: accumulated depreciation and amortization (67,385) (57,085) Total property and equipment, net $ 192,911 $ 176,260 Depreciation of $3.8 million was recorded during both the three months ended March 31, 2023 and 2022. Depreciation of $10.3 million and $9.9 million was recorded during the nine months ended March 31, 2023 and 2022, respectively. Recently Adopted Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 Leases (“ASU 2016-02”), which was intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees are required to recognize a right-of-use (“ROU”) asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than 12 months. Additionally, this guidance requires enhanced disclosures to help investors and other financial statement users to better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. In June 2020, the FASB issued ASU 2020-05 Revenue from contracts with customers (Topic 606) and leases (Topic 842) – Effective dates for certain entities which deferred the new lease standard effective date for the Company to interim periods beginning after December 15, 2021, with early adoption permitted. We adopted the new standard on July 1, 2022 using the modified retrospective transition approach as permitted in ASU 2018-11. In accordance with this approach, the effective date of Topic 842 is also the application date of the new requirements, with prior comparative periods presented in the financial statements with the legacy requirements of ASC Topic 840, Leases. We elected the package of practical expedients which permits us not to reassess under the new lease standard our prior conclusions for lease identification and lease classification on expired or existing contracts and whether initial direct costs previously capitalized would qualify for capitalization under the new lease standard. We also elected to adopt the optional transition method which allows an entity to recognize, if necessary, a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company did not elect the practical expedient to use hindsight in determining the lease term and in assessing impairment conclusions on the ROU assets. Comparative periods presented in the financial statements continue to be presented in accordance with GAAP related to leases prior to transitioning to the new lease standard. The adoption of Topic 842 resulted in the recognition of operating lease liabilities and ROU assets of $25.1 million and $23.6 million, respectively, while our accounting for capital leases (now referred to as finance leases) remained substantially unchanged. The impact of adopting Topic 842 was not material to our Statements of Operations and Statements of Cash Flows. See Note 7, “Leases.” Recent Accounting Pronouncements Not Yet Adopted Financial Instruments In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ( “ASU 2019-04” ) , which requires entities to use a current expected credit loss (“CECL”) model to measure impairment for most financial assets that are not recorded at fair value through net income. Under the CECL model, an entity will estimate lifetime expected credit losses considering available relevant information about historical events, current conditions and supportable forecasts. The CECL model does not apply to available-for-sale debt securities. This guidance also expands the required credit loss disclosures and will be applied using a modified retrospective approach by recording a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2019-04 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adopt this guidance for the annual and interim reporting periods beginning July 1, 2023. The Company has not determined the effect of the standard on its condensed consolidated financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue as the entity satisfies a performance obligation. Capitation Revenue and Accounts Receivable Our capitation revenue relates to contracts with participants in which our performance obligation is to provide healthcare services to the participants. Revenues are recorded during the period our obligations to provide healthcare services are satisfied as noted below within each service type. The Company contracts directly with Medicare and Medicaid on a per member, per month (“PMPM”) basis. We receive 100% of the pooled capitated payment to directly provide or manage the healthcare needs of our participants. Fees are recorded gross in revenues because the Company is acting as a principal in providing for or overseeing comprehensive care provided to the participants. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. In general, a participant enrolls in the PACE program and is considered a customer of InnovAge. The Company considers all contracts with participants as a single performance obligation to provide comprehensive medical, health, and social services that integrate acute and long-term care. The Company identified that contracts with customers in the PACE program have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company provides comprehensive care to its participants. Our revenues are based on the estimated PMPM amounts we expect to be entitled to receive from the capitated fees per participant that are paid monthly by Medicaid, Medicare, the VA, and private pay sources. Medicaid and Medicare capitation revenues are based on PMPM capitation rates under the PACE program. VA is included in “Private Pay and other” and is also capitated. Private pay includes direct payments from participants who do not qualify for the full capitated rate and have to pay all or a portion of the capitated rate. Costs to obtain contracts consist of sales commissions for new enrollees and are included in deposits and other. These costs are amortized over a three-year period which corresponds to the average time a participant is enrolled in the PACE program. As of March 31, 2023 and June 30, 2022 contract assets included within deposits and other were $0.7 million and nil, respectively. The Company disaggregates capitation revenue from the following sources for the nine months ended: March 31, 2023 2022 Medicaid 55 % 53 % Medicare 45 % 46 % Private pay and other *% 1 % Total 100 % 100 % * Less than 1% The Company determined the transaction price for these contracts is the amount we expect to be entitled to, which is the most likely amount. For certain capitation payments, the Company is subject to retroactive premium risk adjustments based on various factors. The Company estimates the amount of the adjustment and records it monthly on a straight-line basis. These adjustments are not expected to be material. The capitation revenues are recognized based on the estimated PMPM transaction price to transfer the service for a distinct increment of the series (i.e. month). We recognize revenue in the month in which participants are entitled to receive comprehensive care benefits during the contract term. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company also provides prescription drug benefits in accordance with Medicare Part D. Monthly payments received from CMS and the participants represent the bid amount for providing prescription drug coverage. The portion received from CMS is subject to risk sharing through Medicare Part D risk-sharing corridor provisions. These risk-sharing corridor provisions compare costs targeted in the Company’s bid to actual prescription drug costs. The Company estimates and records a monthly adjustment to Medicare Part D revenues associated with these risk-sharing corridor provisions. Medicare Part D comprised 12% of capitation revenues for each of the three months ended March 31, 2023 and 2022. Medicare Part D comprised 12% of capitation revenues for each of the nine months ended March 31, 2023 and 2022. Our accounts receivable as of March 31, 2023 and June 30, 2022 is primarily from capitation revenue arrangements. The concentration of net receivables from participants and third-party payers was as follows: March 31, June 30, Medicaid 41 % 70 % Medicare 52 % 22 % Private pay and other 7 % 8 % Total 100 % 100 % The Company records accounts receivable at net realizable value, which includes an allowance for estimated uncollectible accounts. The allowance for uncollectible accounts reflects the Company’s best estimate of probable losses considering eligibility, historical experience, and existing economic conditions. The balance of the allowance for uncollectible accounts was $3.9 million as of March 31, 2023, compared to $3.4 million as of June 30, 2022. Accounts are written off as bad debts when they are deemed uncollectible based upon individual credit evaluations and specific circumstances underlying the accounts. Other Service Revenue and Accounts Receivable Other service revenue is comprised of rents earned related to Senior Housing and other fee for service revenue. Other service revenue was 0.2% and 0.2% of total revenue for the three months ended March 31, 2023 and 2022, respectively. Other service revenue was 0.2% and 0.2% of total revenue for the nine months ended March 31, 2023 and 2022, respectively. Accounts receivable related to other service revenue was not significant as of both March 31, 2023 and June 30, 2022. Laws and regulations governing the Medicare and Medicaid programs are complex and subject to change, as well as government review. Failure to comply with these laws can expose the entity to significant regulatory action, including fines, penalties, and exclusion from the Medicare and Medicaid programs. See Note 9, “Commitments and Contingencies.” |
Cost Method and Equity Method I
Cost Method and Equity Method Investments | 9 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Cost Method and Equity Method Investments | Cost Method and Equity Method Investments The Company holds equity method and cost method investments as of: in thousands March 31, June 30, Cost method investments $ 4,645 $ 4,645 Equity method investments 848 848 Total investments $ 5,493 $ 5,493 Nonconsolidated Entities Cost Method Investments The Company maintains two investments that are accounted for using the cost method. The investments do not have a readily determinable fair value and the Company has elected to record the investments at cost, less impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. During the nine months ended March 31, 2023 and 2022, there were no observable price changes or impairments recorded. Jetdoc In August 2021, the Company acquired a minority interest equal to 806,481 shares of the outstanding common stock of Jetdoc, Inc. (“Jetdoc”), a telehealth and virtual urgent care app dedicated to effectively connecting users with medical professionals, for cash consideration of $2.0 million. The balance of the Company’s investment in Jetdoc is $2.0 million which represents the maximum exposure to loss. DispatchHealth On June 14, 2019, the Company invested $1.5 million in DispatchHealth Holdings, Inc. ("DispatchHealth"), through the purchase of a portion of its outstanding Series B Preferred Stock. On April 2, 2020, the Company invested an additional $1.1 million through the purchase of a portion of its outstanding Series C Preferred Stock. The balance of the Company’s investment is $2.6 million which represents the maximum exposure to loss. Equity Method Investments Pinewood Lodge The Company’s operations include a Senior Housing unit that primarily includes the accounts of Continental Community Housing (“CCH”), the general partner of Pinewood Lodge, LLP (“PWD”), which was organized to develop, construct, own, maintain, and operate certain apartment complexes intended for rental to low-income elderly individuals aged 62 or older. PWD is a VIE, but the Company is not the primary beneficiary. The Company does not have the power to direct the activities that most significantly impact the economic performance of PWD. Accordingly, the Company does not consolidate PWD. PWD is accounted for using the equity method of accounting. The equity earnings of PWD are insignificant. As of March 31, 2023, the balance of the Company’s investment in PWD was $0.8 million which represents the maximum exposure to loss. Noncontrolling Interest Senior Housing The Company’s operations include a 0.01% partnership interest in InnovAge Senior Housing Thornton, LLC (“SH1”), which was organized to develop, construct, own, maintain, and operate certain apartment complexes intended for rental to low-income elderly individuals aged 62 or older. SH1 is a VIE. The Company is the primary beneficiary of SH1 and consolidates SH1. The Company is the primary beneficiary of SH1 as it has the power to direct the activities that are most significant to SH1 and has an obligation to absorb losses or the right to receive benefits from SH1. The most significant activity of SH1 is the operation of the senior housing facility. The Company has provided a subordinated loan to SH1 and has provided a guarantee for a convertible term loan held by SH1. Redeemable Noncontrolling Interest InnovAge Sacramento On March 18, 2019, in connection with the formation of InnovAge Sacramento, the joint venture with Adventist Health System/West (“Adventist”) and Eskaton Properties, Incorporated (“Eskaton”), the Company contributed $9.0 million in cash and land valued at $4.2 million for a 59.9% membership interest in the joint venture, InnovAge Sacramento. Further, Adventist contributed $5.8 million in cash and Eskaton contributed $3.0 million in cash for membership interests of 26.4% and 13.7%, respectively. In fiscal year 2021, the Company made an additional contribution of $52,000 and obtained an additional 0.1% membership interest in the joint venture, which resulted in the Company obtaining control and consolidating InnovAge Sacramento as of January 1, 2021. The InnovAge California PACE-Sacramento LLC Limited Liability Company Agreement (the “JV Agreement”) includes numerous provisions whereby, if certain conditions are met, the Joint Venture may be required to purchase, at fair market value, certain members’ interests or certain members may be required to purchase, at fair market value, the interests of certain other members. As of March 31, 2023, none of the conditions specified in the JV Agreement had been met. At the time the Company became a publicly traded company these put rights held by the noncontrolling interests of the joint venture were required to be presented as temporary equity. The redeemable noncontrolling interest of $13.5 million was recorded at carrying value as of March 31, 2023. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants, at the measurement date. A fair value hierarchy was established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources outside the reporting entity. Unobservable inputs are inputs that reflect the Company’s own assumptions based on market data and assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The sensitivity to changes in inputs and their impact on fair value measurements can be significant. The three levels of inputs that may be used to measure fair value are: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date Level 2 Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the assets or liabilities Level 3 Unobservable inputs to the valuation techniques that are significant to the fair value measurements of the assets or liabilities The following table shows the Company’s cash, cash equivalents and marketable securities by significant investment category as of March 31, 2023: in thousands Amortized Unrealized Unrealized Fair Cash and Short- Cash $ 40,221 $ — $ — $ 40,221 $ 40,221 $ — Level 1 Money market funds 81,485 — — 81,485 81,485 — Mutual funds 45,000 847 — 45,847 — 45,847 Total $ 166,706 $ 847 $ — $ 167,553 $ 121,706 $ 45,847 Recurring Measurements The Company’s investment in InnovAge Sacramento includes a put right for the noncontrolling interest holders to require the Company to repurchase the interest of the noncontrolling interest holders at fair value, after the initial term of the management services agreement in 2028. As a result, at each fiscal period end the Company reports this put right at the greater of (i) carrying value of the redeemable noncontrolling interest or (ii) fair value of the redeemable noncontrolling interest. Because this asset does not have observable inputs, level 3 inputs are used to measure fair value. The fair value of the redeemable noncontrolling interest is determined utilizing a discounted cash flow model. As of March 31, 2023, the Company’s redeemable noncontrolling interest was recorded at carrying value of $13.5 million. There were no transfers in and out of Level 3 during the nine months ended March 31, 2023 or 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill amounted to $124.2 million at each of March 31, 2023 and June 30, 2022. Goodwill is not amortized. Pursuant to ASC 350, “ Intangibles – Goodwill and Other ,” we review the recoverability of goodwill annually as of April 1 or whenever significant events or changes occur which might impair the recovery of recorded amounts. For purposes of the annual goodwill impairment assessment, the Company has identified three reporting units. There were no indicators of impairment identified and no goodwill impairments recorded during the nine months ended March 31, 2023 and 2022. Intangible assets consisted of the following as of: in thousands March 31, June 30, Definite-lived intangible assets $ 6,600 $ 6,600 Indefinite-lived intangible assets 2,000 2,000 Total intangible assets 8,600 8,600 Accumulated amortization (3,237) (2,742) Balance as of end of period $ 5,363 $ 5,858 Intangible assets consist primarily of customer relationships acquired through business acquisitions. The Company recorded amortization expense of $0.2 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. The Company recorded amortization expense of $0.5 million and $0.5 million for the nine months ended March 31, 2023 and 2022, respectively. We review the recoverability of other intangible assets in conjunction with long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. There were no intangible asset impairments recorded during the nine months ended March 31, 2023 and 2022 |
Leases
Leases | 9 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Leasing Arrangements as Lessee The Company leases certain property and equipment under various third-party operating and finance lease agreements. The Company determines if an arrangement is or contains a lease at the lease inception date by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. The leases are noncancelable and expire on various terms from 2023 through 2032. We determine if an arrangement is a lease upon commencement of the contract. If an arrangement is determined to be a long-term lease (greater than 12 months), we recognize an ROU asset and lease liability based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may also include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have elected to apply the short-term lease exception for contracts that have a lease term of twelve months or less and do not include an option to purchase the underlying asset. Therefore, we do not recognize a ROU asset or lease liability for such contracts. We recognize short-term lease payments as expense on a straight-line basis over the lease term. Variable lease payments that do not depend on an index or rate are recognized as expense. Certain leases include escalations based on inflation indexes and fair market value adjustments. Operating lease liabilities are calculated using the prevailing index or rate at lease commencement for such leases. On March 20, 2023, we consolidated our Germantown center in Pennsylvania with two of our existing centers. Upon consolidation, we terminated our Germantown center lease and recognized lease termination costs of $0.6 million. Lease termination costs are included in other income (expense) on our consolidated statements of operations. The following table presents the components of our ROU assets and their classification in our Balance Sheet at March 31, 2023: Component of Lease Balances Balance Sheet Line Items Nine months ended March 31, in thousands Assets: Operating lease assets Operating lease assets $ 21,906 Finance lease assets Property and equipment, net 16,663 Total leased assets $ 38,569 The following table presents the components of our lease cost and the classification of such costs in our Statements of Operations for the nine months ended March 31, 2023: Component of Lease Cost Statements of Operations Line Items Nine months ended March 31, in thousands Operating lease cost Cost of care excluding depreciation and amortization and Corporate, general and administrative $ 3,334 Finance lease expense: Amortization of leased assets Depreciation and amortization 2,923 Interest on lease liabilities Interest expense, net 901 Variable lease cost Cost of care excluding depreciation and amortization and Corporate, general and administrative — Short-term lease cost Cost of care excluding depreciation and amortization and Corporate, general and administrative 23 Total lease expense $ 7,181 The following table includes the weighted-average lease terms and discount rates for operating and finance leases as of March 31, 2023: Weighted average remaining lease term: March 31, Operating leases 8.8 years Finance leases 3.8 years Weighted average discount rate: March 31, Operating leases 6.61 % Finance leases 8.76 % The following table includes the future maturities of lease payments for operating leases and finance leases for periods subsequent to March 31, 2023: in thousands Operating Finance Total Amount remaining in 2023 $ 1,645 $ 1,747 $ 3,392 2024 4,651 5,828 10,479 2025 4,345 5,045 9,390 2026 4,274 4,021 8,295 2027 3,981 3,325 7,306 Thereafter 10,173 1,587 11,760 Total lease payments 29,069 21,553 50,622 Less liability accretion / imputed interest (5,557) (3,226) (8,783) Total lease liabilities 23,512 18,327 41,839 Less: Current lease liabilities 3,402 4,946 8,348 Total long-term lease liabilities $ 20,110 $ 13,381 $ 33,491 The following table includes the future maturities of minimum rental payments that are required to be paid under all non-cancelable operating and capital lease obligations as previously disclosed in our 2022 10-K, prior to the adoption of ASC 842: in thousands Operating Capital Amount remaining in 2023 $ 4,873 $ 4,405 2024 4,581 3,909 2025 4,122 3,126 2026 4,061 2,092 2027 3,764 1,393 Thereafter 10,265 535 Total minimal rental payments 31,666 15,460 Less: Amount representing interest (2,652) Subtotal 12,808 Current portion 3,368 Long-term portion $ 9,440 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following at March 31, 2023 and June 30, 2022: March 31, June 30, in thousands Senior secured borrowings: Term Loan Facility $ 68,438 $ 71,250 Convertible term loan 2,296 2,327 Total debt 70,734 73,577 Less: unamortized debt issuance costs 1,252 1,574 Less: current maturities 3,795 3,793 Noncurrent maturities $ 65,687 $ 68,210 2021 Credit Agreement On March 8, 2021, the Company entered into a credit agreement (the “2021 Credit Agreement”) that replaced its prior credit agreement. The 2021 Credit Agreement consists of a senior secured term loan (the “Term Loan Facility”) of $75.0 million principal amount and a revolving credit facility (the “Revolving Credit Facility”) of $100.0 million maximum borrowing capacity, each with a maturity date of March 8, 2026. The remaining capacity under the Revolving Credit Facility as of March 31, 2023 was $97.0 million, subject to (i) any issued amounts under our letters of credit, which as of March 31, 2023 was $3.0 million, and (ii) applicable to covenant compliance restrictions and any other conditions precedent to borrowing. Loans under the 2021 Credit Agreement are secured by substantially all of the Company’s assets. Principal on the Term Loan Facility is paid each calendar quarter in an amount equal to 1.25% of the initial term loan on closing date. Proceeds of the Term Loan Facility, together with proceeds from the Company’s initial public offering (“IPO”), were used to repay long term debt amounts then outstanding. Outstanding principal amounts under the 2021 Credit Agreement accrue interest at a variable interest rate. As of March 31, 2023, the interest rate on the Term Loan Facility was 6.60%. Under the terms of the 2021 Credit Agreement, the Revolving Credit Facility fee accrues at 0.25% of the average daily unused amount and is paid quarterly. As of March 31, 2023, we had no borrowings outstanding, $3.0 million of letters of credit issued, and $97.0 million of remaining capacity under the Revolving Credit Facility. The 2021 Credit Agreement requires the Company to meet certain operational and reporting requirements, including, but not limited to, a secured net leverage ratio. Additionally, annual capital expenditures and permitted investments, including acquisitions, are limited to amounts specified in the 2021 Credit Agreement. The 2021 Credit Agreement also provides certain restrictions on dividend payments and other equity transactions and requires the Company to make prepayments under specified circumstances. As of March 31, 2023, the Company was in compliance with the covenants of the 2021 Credit Agreement. The deferred financing costs of $1.3 million are amortized over the term of the underlying debt and unamortized amounts have been offset against long-term debt in the condensed consolidated balance sheets. Total amortization of deferred financing costs was $0.1 million and $0.3 million for the three and nine months ended March 31, 2023, respectively. Convertible Term Loan |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Professional Liability The Company pays fixed premiums for annual professional liability insurance coverage under a claims-made policy. Under such policy, only claims made and reported to the insurer are covered during the policy term, regardless of when the incident giving rise to the claim occurred. The Company records claim liabilities and expected recoveries, if any, at gross amounts. The Company is not currently aware of any unasserted claims or unreported incidents that are expected to exceed medical malpractice insurance coverage limits. Litigation From time to time, in the normal course of business, the Company is involved in or subject to legal proceedings related to its business, including those described below. The Company regularly evaluates the status of claims and legal proceedings in which it is involved in order to assess whether a loss is probable or there is a reasonable possibility that a loss may have been incurred, and to determine if accruals are appropriate. The Company expenses legal costs as such costs are incurred. On October 14, 2021, and subsequently amended on June 21, 2022, the Company was named as a defendant in a putative class action complaint filed in the District Court for the District of Colorado on behalf of individuals who purchased or acquired shares of the Company’s common stock during a specified period. Through the complaint, plaintiffs are asserting claims against the Company, certain of the Company’s officers and directors, the Company’s former CEO, Apax Partners, L.P., Welsh, Carson, Anderson & Stowe and the underwriters in the Company’s IPO alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for making allegedly inaccurate and misleading statements and omissions in connection with the Company’s IPO and subsequent earnings calls and public filings, and seeking to impose control person liability against the officer and director defendants, Apax Partners, L.P. and Welsh, Carson, Anderson & Stowe. The complaint seeks compensatory damages, among other things. On September 13, 2022, the Company and the officer and director defendants and Apax Partners, L.P. and Welsh, Carson, Anderson & Stowe filed a motion to dismiss the amended complaint for failure to state a claim upon which relief can be granted. We are currently unable to predict the outcome of this matter. In July 2021, the Company received a civil investigative demand from the Attorney General for the State of Colorado under the Colorado Medicaid False Claims Act. The demand requests information and documents regarding Medicaid billing, patient services and referrals in connection with the Company’s PACE program in Colorado. The Company continues to fully cooperate with the Attorney General and produce the requested information and documentation. We are currently unable to predict the outcome of this investigation. In February 2022, the Company received a civil investigative demand from the Department of Justice (“DOJ”) under the Federal False Claims Act on similar subject matter. The demand requests information and documents regarding audits, billing, orders tracking, and quality and timeliness of patient services in connection with the Company’s PACE programs in the states where the Company operates (California, Colorado, New Mexico, Pennsylvania, and Virginia). In December 2022, the Company received a supplemental civil investigative demand requesting supplemental information on the same matters. The Company continues to fully cooperate with the DOJ and produce the requested information and documentation. We are currently unable to predict the outcome of this investigation. On April 20, 2022, the Board of Directors of the Company received a books and records demand pursuant to Section 220 of the Delaware General Corporation Law, from a purported stockholder of the Company, in connection with the stockholder’s investigation of, among other matters, potential breaches of fiduciary duty, mismanagement, self-dealing, corporate waste or other violations of law by the Company’s Board with respect to these matters. We are currently unable to predict the outcome of this matter. In the first quarter of 2023, the Company agreed to settle a wage and hour class action lawsuit in the State of California for a cash payment of $1.2 million. The agreement is subject to court approval. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation A summary of our aggregate stock-based compensation expense is set forth below. Stock-based compensation expense is included in corporate, general and administrative expenses on our consolidated statements of operations. Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 in thousands in thousands Stock options $ 246 $ 269 $ 780 $ 359 Profits interests units 205 66 662 1,095 Restricted stock units 757 510 2,279 1,132 Total stock-based compensation expense $ 1,208 $ 845 $ 3,721 $ 2,586 2020 Equity Incentive Plan Profits Interests TCO Group Holdings, L.P. (the “LP”), the Company’s largest shareholder and prior to the IPO, the Company’s parent, maintains the 2020 Equity Incentive Plan pursuant to which interests in the LP in the form of Class B Units (profits interests) could be granted to employees, directors, consultants, and advisers. A maximum number of 16,162,177 Class B Units were authorized for grant under the 2020 Equity Incentive Plan. As of March 31, 2023, a total of 13,009,137 profits interests units had been granted under the 2020 Equity Incentive Plan. The Company used the Monte Carlo option model to determine the fair value of the profits interests units at the time of the grant. There were no grants awarded during the three and nine months ended March 31, 2023. A summary of profits interests activity for the nine months ended March 31, 2023 was as follows: Time-based unit awards Number of Weighted average Outstanding balance, June 30, 2022 2,158,071 $ 1.28 Granted — $ — Forfeited (49,654) $ 1.28 Vested (844,081) $ 1.28 Outstanding balance, March 31, 2023 1,264,336 $ 1.28 Performance-based unit awards Number of Weighted average Outstanding balance, June 30, 2022 2,217,865 $ 0.57 Granted — $ — Forfeited (99,307) $ 0.57 Vested — $ — Outstanding balance, March 31, 2023 2,118,558 $ 0.57 The total unrecognized compensation cost related to profits interests units outstanding as of March 31, 2023 was $2.3 million, comprised (i) $1.1 million related to time-based unit awards expected to be recognized over a weighted-average period of 0.9 years and (ii) $1.2 million related to performance-based unit awards, which will be recorded when it is probable that the performance-based criteria will be met. 2021 Omnibus Incentive Plan In March 2021, the compensation committee of our Board of Directors approved the InnovAge Holding Corp. 2021 Omnibus Incentive Plan (the “2021 Omnibus Incentive Plan”), pursuant to which various stock-based awards may be granted to employees, directors, consultants, and advisers. The total number of shares of the Company’s common stock authorized under the 2021 Omnibus Incentive Plan is 14,700,000. The Company has issued time-based restricted stock units under this plan to its employees which generally vest (i) on March 4, 2023, the second anniversary of the grant date, or (ii) over a three-year period with one-third vesting on each anniversary of the date of grant. Certain other vesting periods have also been used. The grant date fair value of restricted stock units with time based vesting is based on the closing market price of our common stock on the date of grant. Certain awards under this plan vest upon achieving specific share price performance criteria and are determined to have performance-based vesting conditions. The Company has issued time-based stock options under this plan to its employees which generally vest at various intervals over a three-year period. Certain awards under this plan vest upon achieving specific share price performance criteria and are determined to have performance-based vesting conditions. Restricted Stock Units A summary of time-based vesting restricted stock units activity for the nine months ended March 31, 2023 was as follows: Restricted stock units - time based Number of Weighted Outstanding balance, June 30, 2022 476,768 $ 9.69 Granted 1,048,298 $ 6.07 Forfeited (184,141) $ 5.44 Vested (124,919) $ 5.23 Outstanding balance, March 31, 2023 1,216,006 $ 6.61 The total unrecognized compensation cost related to time based restricted stock units outstanding as of March 31, 2023 was $6.2 million and is expected to be recognized over a weighted-average period of 2.1 years. A summary of performance based vesting restricted stock units activity for the nine months ended March 31, 2023 was as follows: Restricted stock units - performance based Number of Weighted Outstanding balance, June 30, 2022 258,767 $ 5.18 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, March 31, 2023 258,767 $ 5.18 The total unrecognized compensation cost related to performance based vesting restricted stock units outstanding as of March 31, 2023 was $0.9 million and is expected to be recognized over a weighted-average period of 2.6 years. Nonqualified Stock Options A summary of time-based vesting stock option activity for the nine months ended March 31, 2023 was as follows: Stock options - time based Number of Weighted Outstanding balance, June 30, 2022 554,499 $ 1.61 Granted 162,162 $ 0.80 Forfeited — $ — Exercised — $ — Expired — $ — Outstanding balance, March 31, 2023 716,661 $ 1.21 Exercisable balance, March 31, 2023 173,280 $ 0.24 The total unrecognized compensation cost related to time-based vesting stock options outstanding as of March 31, 2023 was $0.4 million and is expected to be recognized over a weighted-average period of 1.9 years. The fair value of the time-based stock options granted during the nine months ended March 31, 2023, was based upon the Black-Scholes option pricing model using the assumptions in the following table: 2023 Expected volatility 34.5 % Weighted-average expected life (years) - time vesting units 2.9 Interest rate 1.56 % Dividend yield 0 % Weighted-average fair values $ 0.80 Fair value of underlying stock $ 3.70 A summary of performance-based vesting stock option activity for the nine months ended March 31, 2023 was as follows: Stock options - performance based Number of Weighted Outstanding balance, June 30, 2022 776,299 $ 3.08 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, March 31, 2023 776,299 $ 3.08 The total unrecognized compensation cost related to performance-based vesting stock options outstanding as of March 31, 2023 was $1.6 million and is expected to be recognized over a weighted-average period of 2.7 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax benefit of $1.4 million and an income tax benefit of $4.1 million for the three months ended March 31, 2023 and 2022, respectively. The Company recorded an income tax benefit of $7.7 million and an income tax provision of $0.1 million for the nine months ended March 31, 2023 and 2022, respectively. This represents an effective tax rate of 17.2% and 56.6% for the three months ended March 31, 2023 and 2022, respectively. This represents an effective tax rate of 19.7% and 1.4% for the nine months ended March 31, 2023 and 2022, respectively. The effective rate for the nine months ended March 31, 2023 was different from the federal statutory rate primarily due to the Company’s book loss offset partially by disallowed officers’ compensation under Internal Revenue Code (“IRC”) Section 162(m), disallowed stock options related to the profit interest units, exclusion of losses from entities not subject to tax, and lobbying expenses which occurred during the three month period. The Company assesses the valuation allowance recorded against deferred tax assets at each reporting date. The determination of whether a valuation allowance for deferred tax assets is appropriate requires the evaluation of positive and negative evidence that can be objectively verified. Consideration must be given to all sources of taxable income available to realize deferred tax assets, including, as applicable, the future reversal of existing temporary differences, future taxable income forecasts exclusive of the reversal of temporary differences and carryforwards, taxable income in carryback years and tax planning strategies. In estimating income taxes, the Company assesses the relative merits and risks of the appropriate income tax treatment of transactions taking into account statutory, judicial, and regulatory guidance. As of the nine-month period ended March 31, 2023, the Company has determined that it is not “more likely than not” that the deferred tax assets associated with certain state net operating losses will be realized and as such continues to maintain a valuation allowance against these state deferred tax assets. The Company has also determined it is not "more likely than not" that the deferred tax assets associated with certain federal net operating losses will be realized and as such has |
Earnings per Share
Earnings per Share | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings (loss) per share (“EPS”) is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, 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. For the three and nine months ended March 31, 2023, 659,761 and 37,901 potentially diluted securities, respectively, were excluded from the weighted-average shares used to calculate the diluted net loss per common share as they would have an anti-dilutive effect. There were no potentially anti-dilutive shares for the three and nine months ended March 31, 2022. The following table sets forth the computation of basic and diluted net loss per common share: Three months ended March 31, Nine months ended March 31, in thousands, except share values 2023 2022 2023 2022 Net income (loss) attributable to InnovAge Holding Corp. $ (6,630) $ (2,821) $ (29,496) $ 6,188 Weighted average common shares outstanding (basic) 135,601,327 135,516,608 135,581,971 135,516,544 EPS (basic) $ (0.05) $ (0.02) $ (0.22) $ 0.05 Dilutive shares — — — 14,249 Weighted average common shares outstanding (diluted) 135,601,327 135,516,608 135,581,971 135,530,793 EPS (diluted) $ (0.05) $ (0.02) $ (0.22) $ 0.05 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company applies ASC Topic 280, " Segment Reporting ," which establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about operations, major customers and the geographies in which the entity holds material assets and reports revenue. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the Company’s chief executive officer, who is the chief operating decision maker (“CODM”), and for which discrete financial information is available. The Company has determined that it has five operating segments, three of which are related to the Company’s PACE offering. The PACE-related operating segments are based on three geographic divisions, which are West, Central, and East. Due to the similar economic characteristics, nature of services, and customers, we have aggregated our West, Central, and East operating segments into one reportable segment for PACE. The Company’s remaining two operating segments relate to Homecare and Senior Housing, which are immaterial operating segments, and are shown below as "Other" along with certain corporate unallocated expenses. The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the provision of services provided and profitability. The Company does not review assets by segment and therefore assets by segment are not disclosed below. For the periods presented, all of the Company’s long-lived assets were located in the United States and all revenue was earned in the United States. The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its segments. Center-level Contribution Margin is defined as total revenues less external provider costs and cost of care (excluding depreciation and amortization), which includes all medical and pharmacy costs. The Company allocates corporate level expenses to its segments with a majority of the allocation going to the PACE segment. The following table summarizes the operating results regularly provided to the CODM by reportable segment for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 (In thousands) PACE All other (1) Totals PACE All other (1) Totals Capitation revenue $ 172,196 $ — $ 172,196 $ 176,988 $ — $ 176,988 Other service revenue 87 256 343 166 205 371 Total revenues 172,283 256 172,539 177,154 205 177,359 External provider costs 89,805 — 89,805 103,254 — 103,254 Cost of care, excluding depreciation and amortization 53,861 88 53,949 45,995 107 46,102 Center-Level Contribution Margin 28,617 168 28,785 27,905 98 28,003 Overhead costs (2) 33,041 (79) 32,962 30,911 (85) 30,826 Depreciation and amortization 3,858 134 3,992 3,760 90 3,850 Interest expense, net (360) (45) (405) (663) (46) (709) Other income (expense) (101) — (101) 108 — 108 Income (Loss) Before Income Taxes $ (8,743) $ 68 $ (8,675) $ (7,321) $ 47 $ (7,274) The following table summarizes the operating results regularly provided to the CODM by reportable segment for the nine months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 in thousands PACE All other (1) Totals PACE All other (1) Totals Capitation revenue $ 510,268 $ — $ 510,268 $ 524,507 $ — $ 524,507 Other service revenue 263 682 945 234 1,039 1,273 Total revenues 510,531 682 511,213 524,741 1,039 525,780 External provider costs 279,550 — 279,550 284,299 — 284,299 Cost of care, excluding depreciation and amortization 158,455 426 158,881 128,573 1,167 129,740 Center-Level Contribution Margin 72,526 256 72,782 111,869 (128) 111,741 Overhead costs (2) 100,148 — 100,148 93,463 (98) 93,365 Depreciation and amortization 10,739 348 11,087 10,130 305 10,435 Interest expense, net (1,095) (136) (1,231) (1,783) (147) (1,930) Other income (expense) 380 — 380 (357) (1) (358) Income (Loss) Before Income Taxes $ (39,076) $ (228) $ (39,304) $ 6,136 $ (483) $ 5,653 _________________________________ (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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsPursuant to the PWD Amended and Restated Agreement of Limited Partnership, the general partner, who is a subsidiary of the Company (the “General Partner”), funded operating deficits and shortfalls of PWD in the form of a loan. At each of March 31, 2023 and June 30, 2022, $0.7 million was recorded in Deposits and other. Additionally, the General Partner is paid an administration fee of $35,000 per year. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsEffective May 1, 2023, the California Department of Health Care Services (“DHCS”) released the Company’s center in Sacramento, California from enrollment sanction. The action by DHCS follows the previously announced release of sanction by the Centers for Medicare and Medicaid Services in November of 2022. The release of both sanctions permits the Company to resume normal enrollment at the Company’s center in Sacramento, California. CMS and DHCS will require the Company to conduct post-sanction corrective action and monitoring activities to address any issues identified during the validation audits. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Preparation and Principles of Consolidation | Basis of Preparation and Principles of Consolidation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such regulations. These financial statements have been prepared on a basis consistent with the accounting principles applied for the fiscal year ended June 30, 2022. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. The condensed consolidated financial statements include the accounts of InnovAge, its wholly owned subsidiaries, variable interest entities (“VIEs”) for which it is the primary beneficiary and entities for which it has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation. The Company does not have any components of comprehensive income and comprehensive income is equal to net income (loss) reported in the statements of operations for all periods presented. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 Leases (“ASU 2016-02”), which was intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees are required to recognize a right-of-use (“ROU”) asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than 12 months. Additionally, this guidance requires enhanced disclosures to help investors and other financial statement users to better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. In June 2020, the FASB issued ASU 2020-05 Revenue from contracts with customers (Topic 606) and leases (Topic 842) – Effective dates for certain entities which deferred the new lease standard effective date for the Company to interim periods beginning after December 15, 2021, with early adoption permitted. We adopted the new standard on July 1, 2022 using the modified retrospective transition approach as permitted in ASU 2018-11. In accordance with this approach, the effective date of Topic 842 is also the application date of the new requirements, with prior comparative periods presented in the financial statements with the legacy requirements of ASC Topic 840, Leases. We elected the package of practical expedients which permits us not to reassess under the new lease standard our prior conclusions for lease identification and lease classification on expired or existing contracts and whether initial direct costs previously capitalized would qualify for capitalization under the new lease standard. We also elected to adopt the optional transition method which allows an entity to recognize, if necessary, a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company did not elect the practical expedient to use hindsight in determining the lease term and in assessing impairment conclusions on the ROU assets. Comparative periods presented in the financial statements continue to be presented in accordance with GAAP related to leases prior to transitioning to the new lease standard. The adoption of Topic 842 resulted in the recognition of operating lease liabilities and ROU assets of $25.1 million and $23.6 million, respectively, while our accounting for capital leases (now referred to as finance leases) remained substantially unchanged. The impact of adopting Topic 842 was not material to our Statements of Operations and Statements of Cash Flows. See Note 7, “Leases.” Recent Accounting Pronouncements Not Yet Adopted Financial Instruments In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ( “ASU 2019-04” ) , which requires entities to use a current expected credit loss (“CECL”) model to measure impairment for most financial assets that are not recorded at fair value through net income. Under the CECL model, an entity will estimate lifetime expected credit losses considering available relevant information about historical events, current conditions and supportable forecasts. The CECL model does not apply to available-for-sale debt securities. This guidance also expands the required credit loss disclosures and will be applied using a modified retrospective approach by recording a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2019-04 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adopt this guidance for the annual and interim reporting periods beginning July 1, 2023. The Company has not determined the effect of the standard on its condensed consolidated financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment were comprised of the following as of March 31, 2023 and June 30, 2022: dollars in thousands Estimated March 31, 2023 June 30, 2022 Land N/A $ 11,969 $ 11,980 Buildings and leasehold improvements 10 - 40 years 124,231 122,076 Software 3 - 5 years 26,594 16,264 Equipment and vehicles 3 - 7 years 57,035 47,546 Construction in progress N/A 40,467 35,479 260,296 233,345 Less: accumulated depreciation and amortization (67,385) (57,085) Total property and equipment, net $ 192,911 $ 176,260 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Source of Revenue | The Company disaggregates capitation revenue from the following sources for the nine months ended: March 31, 2023 2022 Medicaid 55 % 53 % Medicare 45 % 46 % Private pay and other *% 1 % Total 100 % 100 % * Less than 1% |
Schedule of Concentration of Net Receivable | The concentration of net receivables from participants and third-party payers was as follows: March 31, June 30, Medicaid 41 % 70 % Medicare 52 % 22 % Private pay and other 7 % 8 % Total 100 % 100 % |
Cost Method and Equity Method_2
Cost Method and Equity Method Investments (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Equity Method and Cost Method Investments | The Company holds equity method and cost method investments as of: in thousands March 31, June 30, Cost method investments $ 4,645 $ 4,645 Equity method investments 848 848 Total investments $ 5,493 $ 5,493 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Cash, Cash Equivalents and Marketable Securities by Significant Investment Category | The following table shows the Company’s cash, cash equivalents and marketable securities by significant investment category as of March 31, 2023: in thousands Amortized Unrealized Unrealized Fair Cash and Short- Cash $ 40,221 $ — $ — $ 40,221 $ 40,221 $ — Level 1 Money market funds 81,485 — — 81,485 81,485 — Mutual funds 45,000 847 — 45,847 — 45,847 Total $ 166,706 $ 847 $ — $ 167,553 $ 121,706 $ 45,847 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Asset by Major Class | Intangible assets consisted of the following as of: in thousands March 31, June 30, Definite-lived intangible assets $ 6,600 $ 6,600 Indefinite-lived intangible assets 2,000 2,000 Total intangible assets 8,600 8,600 Accumulated amortization (3,237) (2,742) Balance as of end of period $ 5,363 $ 5,858 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities Related to Leases | The following table presents the components of our ROU assets and their classification in our Balance Sheet at March 31, 2023: Component of Lease Balances Balance Sheet Line Items Nine months ended March 31, in thousands Assets: Operating lease assets Operating lease assets $ 21,906 Finance lease assets Property and equipment, net 16,663 Total leased assets $ 38,569 |
Schedule of Lease Cost | The following table presents the components of our lease cost and the classification of such costs in our Statements of Operations for the nine months ended March 31, 2023: Component of Lease Cost Statements of Operations Line Items Nine months ended March 31, in thousands Operating lease cost Cost of care excluding depreciation and amortization and Corporate, general and administrative $ 3,334 Finance lease expense: Amortization of leased assets Depreciation and amortization 2,923 Interest on lease liabilities Interest expense, net 901 Variable lease cost Cost of care excluding depreciation and amortization and Corporate, general and administrative — Short-term lease cost Cost of care excluding depreciation and amortization and Corporate, general and administrative 23 Total lease expense $ 7,181 |
Schedule of Weighted Average Lease Terms and Discount Rates | The following table includes the weighted-average lease terms and discount rates for operating and finance leases as of March 31, 2023: Weighted average remaining lease term: March 31, Operating leases 8.8 years Finance leases 3.8 years Weighted average discount rate: March 31, Operating leases 6.61 % Finance leases 8.76 % |
Schedule of Future Maturities of Lease Payments for Operating Leases | The following table includes the future maturities of lease payments for operating leases and finance leases for periods subsequent to March 31, 2023: in thousands Operating Finance Total Amount remaining in 2023 $ 1,645 $ 1,747 $ 3,392 2024 4,651 5,828 10,479 2025 4,345 5,045 9,390 2026 4,274 4,021 8,295 2027 3,981 3,325 7,306 Thereafter 10,173 1,587 11,760 Total lease payments 29,069 21,553 50,622 Less liability accretion / imputed interest (5,557) (3,226) (8,783) Total lease liabilities 23,512 18,327 41,839 Less: Current lease liabilities 3,402 4,946 8,348 Total long-term lease liabilities $ 20,110 $ 13,381 $ 33,491 |
Schedule of Future Maturities of Lease Payments for Finance Leases | The following table includes the future maturities of lease payments for operating leases and finance leases for periods subsequent to March 31, 2023: in thousands Operating Finance Total Amount remaining in 2023 $ 1,645 $ 1,747 $ 3,392 2024 4,651 5,828 10,479 2025 4,345 5,045 9,390 2026 4,274 4,021 8,295 2027 3,981 3,325 7,306 Thereafter 10,173 1,587 11,760 Total lease payments 29,069 21,553 50,622 Less liability accretion / imputed interest (5,557) (3,226) (8,783) Total lease liabilities 23,512 18,327 41,839 Less: Current lease liabilities 3,402 4,946 8,348 Total long-term lease liabilities $ 20,110 $ 13,381 $ 33,491 |
Schedule of Operating Lease Minimum Lease Payments | The following table includes the future maturities of minimum rental payments that are required to be paid under all non-cancelable operating and capital lease obligations as previously disclosed in our 2022 10-K, prior to the adoption of ASC 842: in thousands Operating Capital Amount remaining in 2023 $ 4,873 $ 4,405 2024 4,581 3,909 2025 4,122 3,126 2026 4,061 2,092 2027 3,764 1,393 Thereafter 10,265 535 Total minimal rental payments 31,666 15,460 Less: Amount representing interest (2,652) Subtotal 12,808 Current portion 3,368 Long-term portion $ 9,440 |
Schedule of Capital Lease Minimum Lease Payments | The following table includes the future maturities of minimum rental payments that are required to be paid under all non-cancelable operating and capital lease obligations as previously disclosed in our 2022 10-K, prior to the adoption of ASC 842: in thousands Operating Capital Amount remaining in 2023 $ 4,873 $ 4,405 2024 4,581 3,909 2025 4,122 3,126 2026 4,061 2,092 2027 3,764 1,393 Thereafter 10,265 535 Total minimal rental payments 31,666 15,460 Less: Amount representing interest (2,652) Subtotal 12,808 Current portion 3,368 Long-term portion $ 9,440 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following at March 31, 2023 and June 30, 2022: March 31, June 30, in thousands Senior secured borrowings: Term Loan Facility $ 68,438 $ 71,250 Convertible term loan 2,296 2,327 Total debt 70,734 73,577 Less: unamortized debt issuance costs 1,252 1,574 Less: current maturities 3,795 3,793 Noncurrent maturities $ 65,687 $ 68,210 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | A summary of our aggregate stock-based compensation expense is set forth below. Stock-based compensation expense is included in corporate, general and administrative expenses on our consolidated statements of operations. Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 in thousands in thousands Stock options $ 246 $ 269 $ 780 $ 359 Profits interests units 205 66 662 1,095 Restricted stock units 757 510 2,279 1,132 Total stock-based compensation expense $ 1,208 $ 845 $ 3,721 $ 2,586 |
Summary of Profits Interests Transactions and Number of Units Outstanding | A summary of profits interests activity for the nine months ended March 31, 2023 was as follows: Time-based unit awards Number of Weighted average Outstanding balance, June 30, 2022 2,158,071 $ 1.28 Granted — $ — Forfeited (49,654) $ 1.28 Vested (844,081) $ 1.28 Outstanding balance, March 31, 2023 1,264,336 $ 1.28 Performance-based unit awards Number of Weighted average Outstanding balance, June 30, 2022 2,217,865 $ 0.57 Granted — $ — Forfeited (99,307) $ 0.57 Vested — $ — Outstanding balance, March 31, 2023 2,118,558 $ 0.57 |
Summary of Restricted Stock Units Activity | A summary of time-based vesting restricted stock units activity for the nine months ended March 31, 2023 was as follows: Restricted stock units - time based Number of Weighted Outstanding balance, June 30, 2022 476,768 $ 9.69 Granted 1,048,298 $ 6.07 Forfeited (184,141) $ 5.44 Vested (124,919) $ 5.23 Outstanding balance, March 31, 2023 1,216,006 $ 6.61 A summary of performance based vesting restricted stock units activity for the nine months ended March 31, 2023 was as follows: Restricted stock units - performance based Number of Weighted Outstanding balance, June 30, 2022 258,767 $ 5.18 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, March 31, 2023 258,767 $ 5.18 |
Summary of Stock Option Activity | A summary of time-based vesting stock option activity for the nine months ended March 31, 2023 was as follows: Stock options - time based Number of Weighted Outstanding balance, June 30, 2022 554,499 $ 1.61 Granted 162,162 $ 0.80 Forfeited — $ — Exercised — $ — Expired — $ — Outstanding balance, March 31, 2023 716,661 $ 1.21 Exercisable balance, March 31, 2023 173,280 $ 0.24 A summary of performance-based vesting stock option activity for the nine months ended March 31, 2023 was as follows: Stock options - performance based Number of Weighted Outstanding balance, June 30, 2022 776,299 $ 3.08 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, March 31, 2023 776,299 $ 3.08 |
Summary of Weighted-average Assumptions | The fair value of the time-based stock options granted during the nine months ended March 31, 2023, was based upon the Black-Scholes option pricing model using the assumptions in the following table: 2023 Expected volatility 34.5 % Weighted-average expected life (years) - time vesting units 2.9 Interest rate 1.56 % Dividend yield 0 % Weighted-average fair values $ 0.80 Fair value of underlying stock $ 3.70 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the computation of basic and diluted net loss per common share: Three months ended March 31, Nine months ended March 31, in thousands, except share values 2023 2022 2023 2022 Net income (loss) attributable to InnovAge Holding Corp. $ (6,630) $ (2,821) $ (29,496) $ 6,188 Weighted average common shares outstanding (basic) 135,601,327 135,516,608 135,581,971 135,516,544 EPS (basic) $ (0.05) $ (0.02) $ (0.22) $ 0.05 Dilutive shares — — — 14,249 Weighted average common shares outstanding (diluted) 135,601,327 135,516,608 135,581,971 135,530,793 EPS (diluted) $ (0.05) $ (0.02) $ (0.22) $ 0.05 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Operating Results by Reportable Segments | The following table summarizes the operating results regularly provided to the CODM by reportable segment for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 (In thousands) PACE All other (1) Totals PACE All other (1) Totals Capitation revenue $ 172,196 $ — $ 172,196 $ 176,988 $ — $ 176,988 Other service revenue 87 256 343 166 205 371 Total revenues 172,283 256 172,539 177,154 205 177,359 External provider costs 89,805 — 89,805 103,254 — 103,254 Cost of care, excluding depreciation and amortization 53,861 88 53,949 45,995 107 46,102 Center-Level Contribution Margin 28,617 168 28,785 27,905 98 28,003 Overhead costs (2) 33,041 (79) 32,962 30,911 (85) 30,826 Depreciation and amortization 3,858 134 3,992 3,760 90 3,850 Interest expense, net (360) (45) (405) (663) (46) (709) Other income (expense) (101) — (101) 108 — 108 Income (Loss) Before Income Taxes $ (8,743) $ 68 $ (8,675) $ (7,321) $ 47 $ (7,274) The following table summarizes the operating results regularly provided to the CODM by reportable segment for the nine months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 in thousands PACE All other (1) Totals PACE All other (1) Totals Capitation revenue $ 510,268 $ — $ 510,268 $ 524,507 $ — $ 524,507 Other service revenue 263 682 945 234 1,039 1,273 Total revenues 510,531 682 511,213 524,741 1,039 525,780 External provider costs 279,550 — 279,550 284,299 — 284,299 Cost of care, excluding depreciation and amortization 158,455 426 158,881 128,573 1,167 129,740 Center-Level Contribution Margin 72,526 256 72,782 111,869 (128) 111,741 Overhead costs (2) 100,148 — 100,148 93,463 (98) 93,365 Depreciation and amortization 10,739 348 11,087 10,130 305 10,435 Interest expense, net (1,095) (136) (1,231) (1,783) (147) (1,930) Other income (expense) 380 — 380 (357) (1) (358) Income (Loss) Before Income Taxes $ (39,076) $ (228) $ (39,304) $ 6,136 $ (483) $ 5,653 _________________________________ (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. |
Business (Details)
Business (Details) | 9 Months Ended |
Mar. 31, 2023 segment center participant | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | segment | 1 |
Number of PACE participants | participant | 6,310 |
Number of PACE centers excluding non-consolidating joint ventures | center | 17 |
Percentage of obligation for health care costs | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Summary of Significant Accounting Policies | |||||
Property and equipment, gross | $ 260,296 | $ 260,296 | $ 233,345 | ||
Less: accumulated depreciation and amortization | (67,385) | (67,385) | (57,085) | ||
Total property and equipment, net | 192,911 | 192,911 | 176,260 | ||
Depreciation | 3,800 | $ 3,800 | 10,300 | $ 9,900 | |
Land | |||||
Summary of Significant Accounting Policies | |||||
Property and equipment, gross | 11,969 | 11,969 | 11,980 | ||
Buildings and leasehold improvements | |||||
Summary of Significant Accounting Policies | |||||
Property and equipment, gross | 124,231 | $ 124,231 | 122,076 | ||
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 | 26,594 | $ 26,594 | 16,264 | ||
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 | 57,035 | $ 57,035 | 47,546 | ||
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 | $ 40,467 | $ 40,467 | $ 35,479 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jul. 01, 2022 | Jun. 30, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities | $ 23,512 | ||
Operating lease assets | $ 21,906 | $ 0 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities | $ 25,100 | ||
Operating lease assets | $ 23,600 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Revenue Recognition | |||||
Pooled capitated payment | 100% | ||||
Amortization period of cost to obtain contract | 3 years | ||||
Contract assets | $ 700 | $ 700 | $ 0 | ||
Allowances for uncollectable accounts | $ 3,936 | $ 3,936 | $ 3,403 | ||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||||
Revenue Recognition | |||||
Risk percentage | 100% | 100% | |||
Medicare Part D | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||||
Revenue Recognition | |||||
Risk percentage | 12% | 12% | 12% | 12% | |
Senior Housing | Other service revenue | Customer Concentration Risk | |||||
Revenue Recognition | |||||
Risk percentage | 0.20% | 0.20% | 0.20% | 0.20% |
Revenue Recognition - Source of
Revenue Recognition - Source of Revenue (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue Recognition | ||
Risk percentage | 100% | 100% |
Medicaid | ||
Revenue Recognition | ||
Risk percentage | 55% | 53% |
Medicare | ||
Revenue Recognition | ||
Risk percentage | 45% | 46% |
Private pay and other | ||
Revenue Recognition | ||
Risk percentage | 1% |
Revenue Recognition - Concentra
Revenue Recognition - Concentration of Net Receivable (Details) - Accounts Receivable - Customer Concentration Risk | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Revenue Recognition | ||
Risk percentage | 100% | 100% |
Medicaid | ||
Revenue Recognition | ||
Risk percentage | 41% | 70% |
Medicare | ||
Revenue Recognition | ||
Risk percentage | 52% | 22% |
Private pay and other | ||
Revenue Recognition | ||
Risk percentage | 7% | 8% |
Cost Method and Equity Method_3
Cost Method and Equity Method Investments - Equity Method and Cost Method Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Cost method investments | $ 4,645 | $ 4,645 |
Equity method investments | 848 | 848 |
Total investments | $ 5,493 | $ 5,493 |
Cost Method and Equity Method_4
Cost Method and Equity Method Investments - Narrative (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 18, 2019 USD ($) | Aug. 31, 2021 USD ($) shares | Mar. 31, 2023 USD ($) investment | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Apr. 02, 2020 USD ($) | Jun. 14, 2019 USD ($) | |
Investments | ||||||||
Number of investments | investment | 2 | |||||||
Cash consideration | $ 0 | $ 2,000 | ||||||
Cash | $ 9,000 | 121,706 | $ 184,429 | |||||
Land | $ 4,200 | |||||||
Redeemable noncontrolling interests | 13,500 | |||||||
Jetdoc, Inc. | ||||||||
Investments | ||||||||
Shares acquired (in shares) | shares | 806,481 | |||||||
Cash consideration | $ 2,000 | |||||||
Maximum exposure to loss of the cost method investments | $ 2,000 | |||||||
Dispatch Health Holdings, Inc. | ||||||||
Investments | ||||||||
Maximum exposure to loss of the cost method investments | $ 2,600 | |||||||
InnovAge Sacramento | ||||||||
Investments | ||||||||
Membership interest (as a percent) | 59.90% | |||||||
InnovAge Sacramento | ||||||||
Investments | ||||||||
Percentage of additional membership interest | 0.10% | |||||||
Variable Interest Entity, Not Primary Beneficiary | ||||||||
Investments | ||||||||
Maximum exposure amount in VIE | $ 800 | |||||||
Cash contributions | $ 52 | |||||||
Variable Interest Entity, Not Primary Beneficiary | Adventist Health System/West Joint Venture | ||||||||
Investments | ||||||||
Cash contributions | $ 5,800 | |||||||
Variable Interest Entity, Not Primary Beneficiary | Eskaton | ||||||||
Investments | ||||||||
Cash contributions | $ 3,000 | |||||||
Variable Interest Entity, Not Primary Beneficiary | InnovAge Sacramento | Adventist Health System/West Joint Venture | ||||||||
Investments | ||||||||
Membership interest (as a percent) | 26.40% | |||||||
Variable Interest Entity, Not Primary Beneficiary | InnovAge Sacramento | Eskaton | ||||||||
Investments | ||||||||
Membership interest (as a percent) | 13.70% | |||||||
Variable Interest Entity, Primary Beneficiary | ||||||||
Investments | ||||||||
Partnership interest (as a percent) | 0.01% | |||||||
Series B Preferred Stock | Dispatch Health Holdings, Inc. | ||||||||
Investments | ||||||||
Investments in securities | $ 1,500 | |||||||
Series C Preferred Stock | Dispatch Health Holdings, Inc. | ||||||||
Investments | ||||||||
Investments in securities | $ 1,100 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets Measured on Recurring Basis (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Fair values, Assets Measured on a Recurring Basis | |
Amortized Cost | $ 166,706 |
Unrealized Gains | 847 |
Unrealized Losses | 0 |
Fair Value | 167,553 |
Cash and Cash Equivalents | 121,706 |
Short- term Investments | 45,847 |
Cash | |
Fair values, Assets Measured on a Recurring Basis | |
Amortized Cost | 40,221 |
Unrealized Gains | 0 |
Unrealized Losses | 0 |
Fair Value | 40,221 |
Cash and Cash Equivalents | 40,221 |
Short- term Investments | 0 |
Money market funds | Level 1 | |
Fair values, Assets Measured on a Recurring Basis | |
Amortized Cost | 81,485 |
Unrealized Gains | 0 |
Unrealized Losses | 0 |
Fair Value | 81,485 |
Cash and Cash Equivalents | 81,485 |
Short- term Investments | 0 |
Mutual funds | Level 1 | |
Fair values, Assets Measured on a Recurring Basis | |
Amortized Cost | 45,000 |
Unrealized Gains | 847 |
Unrealized Losses | 0 |
Fair Value | 45,847 |
Cash and Cash Equivalents | 0 |
Short- term Investments | $ 45,847 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Fair Value Disclosures [Abstract] | ||||||
Redeemable Noncontrolling Interests | $ 13,461 | $ 14,054 | $ 15,278 | $ 15,996 | $ 18,850 | $ 16,986 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) reporting_unit | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 124,217,000 | $ 124,217,000 | $ 124,217,000 | ||
Number of reporting units | reporting_unit | 3 | ||||
Impairment of goodwill | $ 0 | $ 0 | |||
Intangible asset amortization expense | $ 200,000 | $ 200,000 | 500,000 | 500,000 | |
Intangible asset impairments | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Asset by Major Class (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Definite-lived intangible assets | $ 6,600 | $ 6,600 |
Indefinite-lived intangible assets | 2,000 | 2,000 |
Total intangible assets | 8,600 | 8,600 |
Accumulated amortization | (3,237) | (2,742) |
Balance as of end of period | $ 5,363 | $ 5,858 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Mar. 20, 2023 USD ($) |
Leases [Abstract] | |
Lease termination costs | $ 0.6 |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Assets: | ||
Operating lease assets | $ 21,906 | $ 0 |
Finance lease assets | $ 16,663 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | |
Total leased assets | $ 38,569 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Component of Lease Cost | |
Total lease expense | $ 7,181 |
Cost of care excluding depreciation and amortization and Corporate, general and administrative | |
Component of Lease Cost | |
Operating lease cost | 3,334 |
Variable lease cost | 0 |
Short-term lease cost | 23 |
Depreciation and amortization | |
Component of Lease Cost | |
Amortization of leased assets | 2,923 |
Interest expense, net | |
Component of Lease Cost | |
Interest on lease liabilities | $ 901 |
Leases - Weighted-Average Lease
Leases - Weighted-Average Lease Terms and Discount Rates (Details) | Mar. 31, 2023 |
Leases [Abstract] | |
Weighted average remaining lease term, Operating leases | 8 years 9 months 18 days |
Weighted average remaining lease term, Finance leases | 3 years 9 months 18 days |
Weighted average discount rate, Operating leases | 6.61% |
Weighted average discount rate, Finance leases | 8.76% |
Leases - Future Maturities of L
Leases - Future Maturities of Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Operating Lease | ||
Amount remaining in 2023 | $ 1,645 | |
2024 | 4,651 | |
2025 | 4,345 | |
2026 | 4,274 | |
2027 | 3,981 | |
Thereafter | 10,173 | |
Total lease payments | 29,069 | |
Less liability accretion / imputed interest | (5,557) | |
Total lease liabilities | 23,512 | |
Less: Current lease liabilities | 3,402 | $ 0 |
Total long-term lease liabilities | 20,110 | 0 |
Finance Lease | ||
Amount remaining in 2023 | 1,747 | |
2024 | 5,828 | |
2025 | 5,045 | |
2026 | 4,021 | |
2027 | 3,325 | |
Thereafter | 1,587 | |
Total lease payments | 21,553 | |
Less liability accretion / imputed interest | (3,226) | |
Total lease liabilities | 18,327 | |
Less: Current lease liabilities | 4,946 | 3,368 |
Total long-term lease liabilities | 13,381 | $ 9,440 |
Total | ||
Amount remaining in 2023 | 3,392 | |
2024 | 10,479 | |
2025 | 9,390 | |
2026 | 8,295 | |
2027 | 7,306 | |
Thereafter | 11,760 | |
Total lease payments | 50,622 | |
Less liability accretion / imputed interest | (8,783) | |
Total lease liabilities | 41,839 | |
Less: Current lease liabilities | 8,348 | |
Total long-term lease liabilities | $ 33,491 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Operating Lease | |
Amount remaining in 2023 | $ 4,873 |
2024 | 4,581 |
2025 | 4,122 |
2026 | 4,061 |
2027 | 3,764 |
Thereafter | 10,265 |
Total minimal rental payments | 31,666 |
Capital Leases | |
Amount remaining in 2023 | 4,405 |
2024 | 3,909 |
2025 | 3,126 |
2026 | 2,092 |
2027 | 1,393 |
Thereafter | 535 |
Total minimal rental payments | 15,460 |
Less: Amount representing interest | (2,652) |
Subtotal | 12,808 |
Current portion | 3,368 |
Long-term portion | $ 9,440 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Outstanding borrowings | $ 70,734 | $ 73,577 |
Less: unamortized debt issuance costs | 1,252 | 1,574 |
Less: current maturities | 3,795 | 3,793 |
Long-term debt, net of debt issuance costs | 65,687 | 68,210 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | 68,438 | 71,250 |
Convertible term loan | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | $ 2,296 | $ 2,327 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 08, 2021 | Sep. 01, 2015 | Mar. 31, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 70,734,000 | $ 70,734,000 | $ 73,577,000 | ||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Remaining borrowing capacity | 97,000,000 | 97,000,000 | |||
Letters of credit, issued amounts | 3,000,000 | 3,000,000 | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | 68,438,000 | 68,438,000 | 71,250,000 | ||
Convertible term loan | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 6.68% | ||||
Outstanding borrowings | 2,296,000 | 2,296,000 | $ 2,327,000 | ||
Monthly principal and interest payments | $ 20,000 | ||||
2021 Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 100,000,000 | ||||
Revolving credit facility fee (as a percent) | 0.25% | ||||
Outstanding borrowings | 0 | 0 | |||
Deferred financing costs amortized | 1,300,000 | 1,300,000 | |||
Amortization of deferred financing costs | $ 100,000 | $ 300,000 | |||
2021 Credit Agreement | Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 75,000,000 | ||||
Percentage of aggregate outstanding principal amount (as a percent) | 1.25% | ||||
Interest rate (as a percent) | 6.60% | 6.60% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Settlement agreement amount subject to court approval | $ 1.2 |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 1,208 | $ 845 | $ 3,721 | $ 2,586 |
Stock options | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 246 | 269 | 780 | 359 |
Profits interests units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 205 | 66 | 662 | 1,095 |
Restricted stock units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 757 | $ 510 | $ 2,279 | $ 1,132 |
Stock-based Compensation - Prof
Stock-based Compensation - Profits Interests (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 USD ($) shares | Mar. 31, 2023 USD ($) shares | |
Profits interests units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ | $ 2.3 | $ 2.3 |
Time Vesting Units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Profits interests granted (in shares) | 0 | |
Unrecognized compensation cost | $ | 1.1 | $ 1.1 |
Weighted-average period (in years) | 10 months 24 days | |
Performance Vesting Units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Profits interests granted (in shares) | 0 | |
Unrecognized compensation cost | $ | $ 1.2 | $ 1.2 |
2020 Equity Incentive Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Profits interests granted (in shares) | 13,009,137 | |
Granted (in shares) | 0 | 0 |
2020 Equity Incentive Plan | Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares authorized (in shares) | 16,162,177 | 16,162,177 |
Stock-based Compensation - Pr_2
Stock-based Compensation - Profits Interests Transactions and Number of Units Outstanding (Details) | 9 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Time Vesting Units | |
Number of awards | |
Outstanding balance, beginning (in shares) | shares | 2,158,071 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | (49,654) |
Vested (in shares) | shares | (844,081) |
Outstanding balance, ending (in shares) | shares | 1,264,336 |
Weighted average grant-date fair value per share | |
Outstanding balance, beginning (in dollars per share) | $ / shares | $ 1.28 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 1.28 |
Vested (in dollars per share) | $ / shares | 1.28 |
Outstanding balance, ending (in dollars per share) | $ / shares | $ 1.28 |
Performance Vesting Units | |
Number of awards | |
Outstanding balance, beginning (in shares) | shares | 2,217,865 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | (99,307) |
Vested (in shares) | shares | 0 |
Outstanding balance, ending (in shares) | shares | 2,118,558 |
Weighted average grant-date fair value per share | |
Outstanding balance, beginning (in dollars per share) | $ / shares | $ 0.57 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0.57 |
Vested (in dollars per share) | $ / shares | 0 |
Outstanding balance, ending (in dollars per share) | $ / shares | $ 0.57 |
Stock-based Compensation - 2021
Stock-based Compensation - 2021 Omnibus Incentive Plan (Details) - shares | 1 Months Ended | |
Mar. 04, 2023 | Mar. 31, 2021 | |
2021 Omnibus Incentive Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares authorized (in shares) | 14,700,000 | |
Time Based Restricted Stock Units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Time Based Restricted Stock Units | Vesting Option One, 2nd Anniversary of the Grant Date | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Percentage of vesting | 100% | |
Time Based Restricted Stock Units | Vesting Option Two, Year 1 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Percentage of vesting | 33.33% | |
Time Based Restricted Stock Units | Vesting Option Two, Year 2 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Percentage of vesting | 33.33% | |
Time Based Restricted Stock Units | Vesting Option Two, Year 3 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Percentage of vesting | 33.33% | |
Time-Based Stock Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vesting period | 3 years |
Stock-based Compensation - 20_2
Stock-based Compensation - 2021 Omnibus Incentive Plan (RSU Activity) (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Time Based Restricted Stock Units | |
Number of awards | |
Outstanding balance, beginning (in shares) | shares | 476,768 |
Granted (in shares) | shares | 1,048,298 |
Forfeited (in shares) | shares | (184,141) |
Vested (in shares) | shares | (124,919) |
Outstanding balance, ending (in shares) | shares | 1,216,006 |
Weighted average grant-date fair value per share | |
Outstanding balance, beginning (in dollars per share) | $ / shares | $ 9.69 |
Granted (in dollars per share) | $ / shares | 6.07 |
Forfeited (in dollars per share) | $ / shares | 5.44 |
Vested (in dollars per share) | $ / shares | 5.23 |
Outstanding balance, ending (in dollars per share) | $ / shares | $ 6.61 |
Weighted-average period (in years) | 2 years 1 month 6 days |
Unrecognized compensation cost | $ | $ 6.2 |
Performance Based Restricted Stock Units | |
Number of awards | |
Outstanding balance, beginning (in shares) | shares | 258,767 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Outstanding balance, ending (in shares) | shares | 258,767 |
Weighted average grant-date fair value per share | |
Outstanding balance, beginning (in dollars per share) | $ / shares | $ 5.18 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Outstanding balance, ending (in dollars per share) | $ / shares | $ 5.18 |
Weighted-average period (in years) | 2 years 7 months 6 days |
Unrecognized compensation cost | $ | $ 0.9 |
Stock-based Compensation - Time
Stock-based Compensation - Time-based Awards (Details) - Time-based options awards - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended |
Mar. 31, 2023 | |
Number of awards | |
Outstanding balance, beginning (in shares) | 554,499 |
Granted (in shares) | 162,162 |
Forfeited (in shares) | 0 |
Exercised (in shares) | 0 |
Expired (in shares) | 0 |
Outstanding balance, ending (in shares) | 716,661 |
Exercisable balance (in shares) | 173,280 |
Weighted average grant-date fair value per share | |
Outstanding balance, beginning (in dollars per share) | $ 1.61 |
Granted (in dollars per share) | 0.80 |
Forfeited (in dollars per share) | 0 |
Exercised (in dollars per share) | 0 |
Expired (in dollars per share) | 0 |
Outstanding balance, ending (in dollars per share) | 1.21 |
Exercisable balance (in dollars per share) | $ 0.24 |
Unrecognized compensation cost | $ 0.4 |
Weighted-average period (in years) | 1 year 10 months 24 days |
Stock-based Compensation - Mont
Stock-based Compensation - Monte Carlo Option Pricing Model (Details) - Time-based options awards | 9 Months Ended |
Mar. 31, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 34.50% |
Weighted-average expected life (years) - time vesting units | 2 years 10 months 24 days |
Interest rate | 1.56% |
Dividend yield | 0% |
Weighted-average fair values (in dollars per share) | $ 0.80 |
Fair value of underlying stock (in dollars per share) | $ 3.70 |
Stock-based Compensation - Perf
Stock-based Compensation - Performance-based Awards (Details) - Performance Shares - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended |
Mar. 31, 2023 | |
Number of awards | |
Outstanding balance, beginning (in shares) | 776,299 |
Granted (in shares) | 0 |
Forfeited (in shares) | 0 |
Vested (in shares) | 0 |
Outstanding balance, ending (in shares) | 776,299 |
Weighted average grant-date fair value per share | |
Outstanding balance, beginning (in dollars per share) | $ 3.08 |
Granted (in dollars per share) | 0 |
Forfeited (in dollars per share) | 0 |
Vested (in dollars per share) | 0 |
Outstanding balance, ending (in dollars per share) | $ 3.08 |
Unrecognized compensation cost | $ 1.6 |
Weighted-average period (in years) | 2 years 8 months 12 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision (benefit) | $ (1,365) | $ (4,116) | $ (7,747) | $ 81 | |
Effective tax rate (as a percent) | 17.20% | 56.60% | 19.70% | 1.40% | |
Valuation allowance | $ 4,700 | $ 4,700 | $ 4,100 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Potentially anti-dilutive shares (in shares) | 659,761 | 0 | 37,901 | 0 |
Net income (loss) attributable to InnovAge Holding Corp. | $ (6,630) | $ (2,821) | $ (29,496) | $ 6,188 |
Weighted average common shares outstanding (basic) (in shares) | 135,601,327 | 135,516,608 | 135,581,971 | 135,516,544 |
EPS (basic) (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.22) | $ 0.05 |
Dilutive shares (in shares) | 0 | 0 | 0 | 14,249 |
Weighted average common shares outstanding (diluted) (in shares) | 135,601,327 | 135,516,608 | 135,581,971 | 135,530,793 |
EPS (diluted) (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.22) | $ 0.05 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 9 Months Ended |
Mar. 31, 2023 segment division | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 5 |
Number of reportable segments | 1 |
PACE | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 3 |
Number of geographic divisions | division | 3 |
All other | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
Segment Reporting - Operating R
Segment Reporting - Operating Results (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 172,539 | $ 177,359 | $ 511,213 | $ 525,780 |
External provider costs | 89,805 | 103,254 | 279,550 | 284,299 |
Cost of care, excluding depreciation and amortization | 53,949 | 46,102 | 158,881 | 129,740 |
Center-Level Contribution Margin | 28,785 | 28,003 | 72,782 | 111,741 |
Overhead costs | 32,962 | 30,826 | 100,148 | 93,365 |
Depreciation and amortization | 3,992 | 3,850 | 11,087 | 10,435 |
Interest expense, net | (405) | (709) | (1,231) | (1,930) |
Other income (expense) | (101) | 108 | 380 | (358) |
Income (Loss) Before Income Taxes | (8,675) | (7,274) | $ (39,304) | 5,653 |
Number of operating segments | segment | 5 | |||
Capitation revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 172,196 | 176,988 | $ 510,268 | 524,507 |
Other service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 343 | 371 | 945 | 1,273 |
PACE | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 172,283 | 177,154 | 510,531 | 524,741 |
External provider costs | 89,805 | 103,254 | 279,550 | 284,299 |
Cost of care, excluding depreciation and amortization | 53,861 | 45,995 | 158,455 | 128,573 |
Center-Level Contribution Margin | 28,617 | 27,905 | 72,526 | 111,869 |
Overhead costs | 33,041 | 30,911 | 100,148 | 93,463 |
Depreciation and amortization | 3,858 | 3,760 | 10,739 | 10,130 |
Interest expense, net | (360) | (663) | (1,095) | (1,783) |
Other income (expense) | (101) | 108 | 380 | (357) |
Income (Loss) Before Income Taxes | (8,743) | (7,321) | $ (39,076) | 6,136 |
Number of operating segments | segment | 3 | |||
PACE | Capitation revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 172,196 | 176,988 | $ 510,268 | 524,507 |
PACE | Other service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 87 | 166 | 263 | 234 |
All other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 256 | 205 | 682 | 1,039 |
External provider costs | 0 | 0 | 0 | 0 |
Cost of care, excluding depreciation and amortization | 88 | 107 | 426 | 1,167 |
Center-Level Contribution Margin | 168 | 98 | 256 | (128) |
Overhead costs | (79) | (85) | 0 | (98) |
Depreciation and amortization | 134 | 90 | 348 | 305 |
Interest expense, net | (45) | (46) | (136) | (147) |
Other income (expense) | 0 | 0 | 0 | (1) |
Income (Loss) Before Income Taxes | 68 | 47 | $ (228) | (483) |
Number of operating segments | segment | 2 | |||
All other | Capitation revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | $ 0 | 0 |
All other | Other service revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 256 | $ 205 | $ 682 | $ 1,039 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 35 | |
Service, Other | ||
Related Party Transaction [Line Items] | ||
Loans and leases receivable, related parties | $ 700 | $ 700 |