InnovAge Holding Corp. 10-Q

Item 1. Financial Statements INNOVAGE HOLDING CORP. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, June 30, ​ ​ 2021 ​ 2021 Assets ​ ​ ​ ​ ​ ​ Current Assets ​ ​ Cash and cash equivalents ​ $ 215,530 ​ $ 201,466 Restricted cash ​ 2,235 ​ 2,234 Accounts receivable, net of allowance ($ 5,193 – September 30, 2021 and $ 4,350 – June 30, 2021) ​ 28,386 ​ 32,582 Prepaid expenses and other ​ 10,846 ​ 9,249 Income tax receivable ​ 3,635 ​ 5,401 Total current assets ​ 260,632 ​ 250,932 Noncurrent Assets ​ ​ Property and equipment, net ​ 141,992 ​ 142,715 Investments ​ 5,493 ​ 3,493 Deposits and other ​ 4,186 ​ 3,877 Goodwill ​ 124,217 ​ 124,217 Intangible assets, net ​ 6,353 ​ 6,518 Total noncurrent assets ​ 282,241 ​ 280,820 Total assets ​ $ 542,873 ​ $ 531,752 Liabilities and Stockholders' Equity ​ ​ Current Liabilities ​ ​ Accounts payable and accrued expenses ​ $ 33,347 ​ $ 32,361 Reported and estimated claims ​ 33,339 ​ 33,234 Due to Medicaid and Medicare ​ ​ 8,545 ​ ​ 7,101 Current portion of long-term debt ​ 3,791 ​ 3,790 Current portion of capital lease obligations ​ 2,129 ​ 2,079 Total current liabilities ​ 81,151 ​ 78,565 Noncurrent Liabilities ​ ​ Deferred tax liability, net ​ 16,930 ​ 15,700 Capital lease obligations ​ 4,763 ​ 5,190 Other noncurrent liabilities ​ 2,749 ​ 2,758 Long-term debt, net of debt issuance costs ​ 70,733 ​ 71,574 Total liabilities ​ 176,326 ​ 173,787 Commitments and Contingencies (See Note 9) ​ ​ Redeemable Noncontrolling Interests (See Note 4) ​ ​ 16,431 ​ ​ 16,986 Stockholders’ Equity ​ ​ Common stock, $ 0.001 par value; 500,000,000 authorized as of September 30, 2021 and June 30, 2021; 135,516,513 shares issued and outstanding as of both September 30, 2021 and June 30, 2021 ​ 136 ​ 136 Additional paid-in capital ​ 324,718 ​ 323,760 Retained earnings ​ 18,936 ​ 10,663 Total InnovAge Holding Corp. ​ 343,790 ​ 334,559 Noncontrolling interests ​ 6,326 ​ 6,420 Total stockholders’ equity ​ 350,116 ​ 340,979 Total liabilities and stockholders’ equity ​ $ 542,873 ​ $ 531,752 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 5 Table of Contents INNOVAGE HOLDING CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (In thousands, except number of shares and per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ ​ ​ 2021 2020 ​ Revenues ​ ​ ​ Capitation revenue ​ $ 172,554 ​ $ 151,944 ​ Other service revenue ​ 516 ​ 622 ​ Total revenues ​ 173,070 ​ 152,566 ​ Expenses ​ ​ ​ External provider costs ​ 90,012 ​ 73,681 ​ Cost of care, excluding depreciation and amortization ​ 40,728 ​ 38,283 ​ Sales and marketing ​ 6,293 ​ 4,112 ​ Corporate, general and administrative ​ 21,084 ​ 71,577 ​ Depreciation and amortization ​ 3,293 ​ 2,959 ​ Equity loss ​ — ​ 801 ​ Other operating income ​ — ​ ( 668 ) ​ Total expenses ​ 161,410 ​ 190,745 ​ Operating Income (Loss) ​ 11,660 ​ ( 38,179 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Income (Expense) ​ ​ ​ Interest expense, net ​ ( 547 ) ​ ( 5,631 ) ​ Loss on extinguishment of debt ​ — ​ ​ ( 991 ) ​ Other expense ​ ( 493 ) ​ ( 62 ) ​ Total other expense ​ ( 1,040 ) ​ ( 6,684 ) ​ Income (Loss) Before Income Taxes ​ 10,620 ​ ( 44,863 ) ​ Provision for Income Taxes ​ 2,996 ​ 4,937 ​ Net Income (Loss) ​ 7,624 ​ ( 49,800 ) ​ Less: net loss attributable to noncontrolling interests ​ ( 62 ) ​ ( 146 ) ​ Net Income (Loss) Attributable to InnovAge Holding Corp. ​ $ 7,686 ​ $ ( 49,654 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of common shares outstanding - basic ​ 135,516,513 ​ 121,119,417 ​ Weighted-average number of common shares outstanding - diluted ​ 135,516,513 ​ 121,119,417 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share - basic ​ $ 0.06 ​ $ ( 0.41 ) ​ Net income (loss) per share - diluted ​ $ 0.06 ​ $ ( 0.41 ) ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ ​ 6 Table of Contents ​ INNOVAGE HOLDING CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders’ Equity (In thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Redeemable ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Retained ​ ​ ​ ​ ​ ​ ​ ​ ​ Permanent ​ Noncontrolling ​ ​ ​ ​ ​ Capital Stock ​ Paid-in ​ Earnings ​ Treasury Stock ​ Noncontrolling ​ Stockholders' ​ Interests ​ ​ ​ ​ Shares ​ Amount ​ Capital ​ (Deficit) ​ Shares ​ Amount ​ Interests ​ Equity ​ (Temporary Equity) ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances, June 30, 2020 132,718,461 ​ 133 ​ 36,338 ​ 64,737 102,030 ​ ( 193 ) ​ 6,735 ​ 107,750 ​ - ​ ​ Treasury stock transaction - ​ ​ - ​ ​ - ​ ​ - ​ 16,095,819 ​ ​ ( 77,603 ) ​ ​ - ​ ​ ( 77,603 ) ​ ​ - ​ ​ ​ Time based awards-option cancellation ​ - ​ ​ - ​ ​ ( 29,201 ) ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 29,201 ) ​ ​ - ​ ​ ​ Stock option cancellation and owners distribution ​ - ​ ​ - ​ ​ ( 3,157 ) ​ ​ ( 9,457 ) ​ - ​ ​ - ​ ​ - ​ ​ ( 12,614 ) ​ ​ - ​ ​ ​ Stock-based compensation ​ - ​ ​ - ​ ​ 46 ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ 46 ​ ​ - ​ ​ ​ Net loss - ​ - ​ - ​ ( 49,654 ) - ​ - ​ ( 146 ) ​ ( 49,800 ) ​ - ​ $ ( 49,800 ) Balances, September 30, 2020 132,718,461 ​ $ 133 ​ $ 4,026 ​ $ 5,626 16,197,849 ​ $ ( 77,796 ) ​ $ 6,589 ​ $ ( 61,422 ) ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances, June 30, 2021 ​ 135,516,513 ​ ​ 136 ​ ​ 323,760 ​ ​ 10,663 ​ - ​ ​ - ​ ​ 6,420 ​ ​ 340,979 ​ ​ 16,986 ​ ​ ​ Stock-based compensation - ​ - ​ 958 ​ - - ​ - ​ - ​ 958 ​ - ​ ​ Adjustment to redemption value ​ - ​ ​ - ​ ​ - ​ ​ 587 ​ - ​ ​ - ​ ​ - ​ ​ 587 ​ ​ ( 587 ) ​ ​ ​ Net income (loss) - ​ - ​ - ​ 7,686 - ​ - ​ ( 94 ) ​ 7,592 ​ 32 ​ $ 7,624 Balances, September 30, 2021 135,516,513 ​ $ 136 ​ $ 324,718 ​ $ 18,936 - ​ $ - ​ $ 6,326 ​ $ 350,116 ​ $ 16,431 ​ ​ ​ ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 7 Table of Contents INNOVAGE HOLDING CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended September 30, ​ ​ ​ 2021 ​ 2020 ​ Operating Activities ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 7,624 ​ $ ( 49,800 ) ​ Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities ​ ​ ​ Loss on disposal of assets ​ 493 ​ — ​ Provision for uncollectible accounts ​ 1,268 ​ 838 ​ Depreciation and amortization ​ 3,293 ​ 2,959 ​ Loss on extinguishment of long-term debt ​ — ​ 991 ​ Amortization of deferred financing costs ​ 107 ​ 261 ​ Stock-based compensation ​ 958 ​ 46 ​ Deferred income taxes ​ 1,230 ​ 3,283 ​ Loss in equity of nonconsolidated entities ​ — ​ 801 ​ Change in fair value of contingent consideration ​ ​ — ​ ​ ( 668 ) ​ Changes in operating assets and liabilities, net of acquisitions ​ ​ ​ Accounts receivable, net ​ 2,929 ​ 8,272 ​ Prepaid expenses and other ​ ( 1,597 ) ​ 141 ​ Income tax receivable ​ 1,766 ​ 1,500 ​ Deposits and other ​ ( 309 ) ​ ( 76 ) ​ Accounts payable and accrued expenses ​ 1,248 ​ 5,798 ​ Reported and estimated claims ​ 106 ​ 4,924 ​ Due to Medicaid and Medicare ​ 1,443 ​ 2,672 ​ Net cash provided by (used in) operating activities ​ 20,559 ​ ( 18,058 ) ​ Investing Activities ​ ​ ​ Purchases of property and equipment ​ ( 3,042 ) ​ ( 4,629 ) ​ Purchase of cost method investment ​ ( 2,000 ) ​ — ​ Net cash used in investing activities ​ $ ( 5,042 ) ​ $ ( 4,629 ) ​ Financing Activities ​ ​ ​ ​ ​ ​ Distributions to owners ​ $ — ​ $ ( 9,457 ) ​ Payments on capital lease obligations ​ ( 505 ) ​ ( 480 ) ​ Proceeds from long-term debt ​ ​ — ​ ​ 300,000 ​ Principal payments on long-term debt ​ ( 947 ) ​ ( 212,625 ) ​ Payment of financing costs and debt premiums ​ — ​ ( 7,478 ) ​ Treasury stock purchases ​ — ​ ( 77,603 ) ​ Payments related to option cancellation ​ ​ — ​ ​ ( 32,358 ) ​ Net cash used in financing activities ​ ( 1,452 ) ​ ( 40,001 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS & RESTRICTED CASH ​ 14,065 ​ ( 62,688 ) ​ CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD ​ 203,700 ​ 114,565 ​ CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD ​ $ 217,765 ​ $ 51,877 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Cash Flows Information ​ ​ ​ Interest paid ​ $ 573 ​ $ 2,954 ​ Income taxes paid ​ $ — ​ $ 188 ​ Property and equipment included in accounts payable ​ $ 272 ​ $ 298 ​ Property and equipment purchased under capital leases ​ $ 127 ​ $ 2,737 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 8 Table of Contents ​ INNOVAGE HOLDING CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) ​ Note 1: Business InnovAge Holding Corp. (formerly, TCO Group Holdings, Inc.) was formed May 13, 2016, to acquire the business of Total Community Options, Inc. d/b/a InnovAge, which was formed in May 2007. In connection with the Company’s initial public offering, which occurred in March 2021, we changed the name of our Company from TCO Group Holdings, Inc. to InnovAge Holding Corp. InnovAge Holding Corp. and its subsidiaries, which are headquartered in Denver, Colorado have a strong record of innovation, quality, and sensitivity to the needs of participants and staff. The Company manages, and in many cases directly provides, a broad range of medical and ancillary services for seniors in need of care and support to safely live independently in their homes and communities, including in-home care services (skilled, unskilled and personal care); in-center services such as primary care, physical therapy, occupational therapy, speech therapy, dental services, mental health and psychiatric services, meals, and activities; transportation to the Program of All-Inclusive Care for the Elderly (“PACE”) center and third-party medical appointments; and care management. The Company manages its business as one reportable segment, PACE. The Company serves approximately 6,990 PACE participants, making it the largest PACE provider in the United States of America (the “U.S.”) based upon participants served, and operates 18 PACE centers across Colorado, California, New Mexico, Pennsylvania and Virginia. PACE is a fully-capitated managed care program, which serves the frail elderly, and predominantly dual-eligible, population in a community-based service model. InnovAge is obligated to provide and participants receive all needed healthcare services through an all-inclusive, coordinated model of care, and the Company is at risk for 100 % of healthcare costs incurred with respect to the care of its participants. PACE programs receive capitation payments directly from Medicare Parts C and D, Medicaid, Veterans Administration (“VA”), and private pay sources. Additionally, under the Medicare Prescription Drug Plan, the Centers for Medicare and Medicaid Services (“CMS”) share part of the risk for providing prescription medication to the Company’s participants. On March 8, 2021, we completed our initial public offering (“IPO”). The Company’s common stock began trading on the Nasdaq Stock Market LLC (“NASDAQ”) under the ticker symbol “INNV”. ​ Note 2: Summary of Significant Accounting Policies The Company described its significant accounting policies in Note 2, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended June 30, 2021 (“2021 10-K”). During the three months ended September 30, 2021, there were no significant changes to those accounting policies. Basis of Preparation and Principles of Consolidation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such regulations. These financial statements have been prepared on a basis consistent with the accounting principles applied for the fiscal year ended June 30, 2021. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. The consolidated financial statements include the accounts of InnovAge, its wholly owned subsidiaries, variable interest entities (“VIEs”) for which 9 Table of Contents it is the primary beneficiary and entities for which it has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation. The Company does not have any components of comprehensive income and comprehensive income is equal to net income reported in the statements of operations for all periods presented. Restatement of Prior Period Financial Statements Subsequent to the issuance of the Company’s consolidated financial statements as of and for the year ended June 30, 2021, we identified an error in our consolidated balance sheet and statement of stockholders’ equity as of June 30, 2021 related to the presentation of redeemable noncontrolling interests. The Company incorrectly recorded redeemable noncontrolling interests of $ 17.0 million as permanent equity rather than temporary equity as of June 30, 2021. As a result, the Company is restating the June 30, 2021 condensed consolidated financial statements to reflect this reclassification from permanent to temporary equity and to record the related adjustment to redemption value as of June 30, 2021. Management has evaluated the materiality of this misstatement and concluded that it is not material to the prior period. The effect of the restatement on the consolidated balance sheet as of June 30, 2021 is as follows ( in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ Reported Adjustments As Restated Redeemable Noncontrolling Interests (See Note 4) — 16,986 16,986 Retained earnings 11,250 ( 587 ) 10,663 Total InnovAge Holding Corp. 335,146 ( 587 ) 334,559 Noncontrolling interests 22,819 ( 16,399 ) 6,420 Total stockholders’ equity 357,965 ( 16,986 ) 340,979 ​ The effect of the restatement on the balances as of June 30, 2021 included in the consolidated statement of stockholders’ equity as of September 30, 2021 is as follows ( in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable ​ ​ ​ ​ ​ ​ Total Permanent ​ Noncontrolling ​ ​ Retained ​ Noncontrolling ​ Stockholders’ ​ Interests ​ Earnings Interests Equity (Temporary Equity) As Previously Reported Balances, June 30, 2021 11,250 22,819 357,965 — Adjustments Balances, June 30, 2021 ( 587 ) ( 16,399 ) ( 16,986 ) 16,986 As Restated Balances, June 30, 2021 10,663 6,420 340,979 16,986 ​ Property and Equipment Property and equipment were comprised of the following as of September 30, 2021 and June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ ​ ​ ​ dollars in thousands ​ Useful Lives ​ September 30, 2021 ​ June 30, 2021 ​ Land N/A ​ $ 11,980 ​ $ 11,980 ​ Buildings and leasehold improvements 10 - 40 years ​ 112,311 ​ 104,724 ​ Software 3 - 5 years ​ 13,906 ​ 13,316 ​ Equipment and vehicles 3 - 7 years ​ 36,477 ​ 35,341 ​ Construction in progress N/A ​ 15,043 ​ 22,130 ​ ​ ​ ​ 189,717 ​ ​ 187,491 ​ Less accumulated depreciation and amortization ​ ​ ( 47,725 ) ​ ( 44,776 ) ​ Total property and equipment, net ​ ​ ​ $ 141,992 ​ $ 142,715 ​ ​ 10 Table of Contents Depreciation of $ 3.1 million and $ 2.8 million was recorded during the three months ended September 30, 2021 and 2020, respectively. Coronavirus Pandemic (“COVID-19”) In March 2020, the World Health Organization declared COVID-19 a pandemic. The global spread of COVID-19 has created significant volatility, uncertainty, and economic disruption. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including the Company and its employees, continue to take additional steps to avoid or reduce infection, including limiting travel and working from home. These measures are disrupting normal business operations both in and outside of affected areas and have had significant negative impacts on businesses worldwide. As a PACE organization, we have been and will continue to be impacted by the effects of COVID-19; however, we remain committed to carrying out our mission of caring for our participants. We continue to closely monitor the impact of COVID-19 on all aspects of our business, including the impacts to our employees, participants and suppliers; due to the numerous evolving factors, we are unable to reliably estimate the ultimate impact the pandemic will have on our consolidated financial condition, results of operations or cash flows. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into legislation. The CARES Act provides for $100.0 billion to healthcare providers, including hospitals on the front lines of the COVID-19 pandemic. Under the CARES Act, the state of Pennsylvania signed into law the Act 24 of 2020, which allocated $10.0 million of funding from the federal CARES Act to managed long term care organizations. Funding from the Act 24 of 2020 must be used to cover necessary COVID-19 related costs incurred between March 1, 2020 and November 30, 2020 for entities in operation as of March 31, 2020. We received $ 1.0 million in funding under the Act 24 of 2020, which was allocated to InnovAge centers in Pennsylvania. Of the $ 1.0 million, $ 0.7 million was recognized prior June 30, 2020 and the remaining balance of $ 0.3 million was recognized during the year ended June 30, 2021. The CARES Act also provides for the temporary suspension of the automatic 2% reduction of Medicare claim reimbursements (sequestration) for the period of May 1, 2020 through December 31, 2021. ​ Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes Topic 740-Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. This guidance is effective for companies with fiscal years beginning after December 15, 2020, including interim periods therein, and early adoption is permitted. The Company adopted ASU 2019-12 in the current quarter and it did not have a material effect on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted Leases In February 2016, the FASB issued ASU 2016-02 Leases (“ASU 2016-02”), which was intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than 12 months. Additionally, this guidance will require disclosures to help investors and other financial statement users to better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. The guidance should be applied under a modified retrospective transition approach for leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements. Any 11 Table of Contents leases that expire before the initial application date will not require any accounting adjustment. In June 2020, FASB issued ASU 2020-05 Revenue from contracts with customers (Topic 606) and leases (Topic 842)—Effective dates for certain entities which deferred the new lease standard effective date for the Company to December 15, 2022, with early adoption permitted. The Company will adopt this ASU in the fiscal year beginning July 1, 2022 and has not yet determined the effect of the standard on its ongoing financial reporting. Financial Instruments In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”) , which requires entities to use a current expected credit loss (“CECL”) model to measure impairment for most financial assets that are not recorded at fair value through net income. Under the CECL model, an entity will estimate lifetime expected credit losses considering available relevant information about historical events, current conditions and supportable forecasts. The CECL model does not apply to available-for-sale debt securities. This guidance also expands the required credit loss disclosures and will be applied using a modified retrospective approach by recording a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2019-04 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adopt this guidance for the annual and interim reporting periods beginning July 1, 2023. The Company has not determined the effect of the standard on its consolidated financial statements. We do not expect that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements. ​ Note 3: Revenue Recognition Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performed the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue as the entity satisfies a performance obligation. Capitation Revenue and Accounts Receivable Our capitation revenue relates to contracts with participants in which our performance obligation is to provide healthcare services to the participants. Revenues are recorded during the period our obligations to provide healthcare services are satisfied as noted below within each service type. The Company contracts directly with Medicare and Medicaid on a per member, per month (“PMPM”) basis. We receive 100 % of the pooled capitated payment to directly provide or manage the healthcare needs of our participants. Fees are recorded gross in revenues because the Company is acting as a principal in providing for or overseeing comprehensive care provided to the participants. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. In general, a participant enrolls in the PACE program and is considered a customer of InnovAge. The Company considers all contracts with participants as a single performance obligation to provide comprehensive medical, health, and social services that integrate acute and long-term care. The Company identified that contracts with customers in the PACE program have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied as the Company provides comprehensive care to its participants. Our revenues are based on the estimated PMPM amounts we expect to be entitled to receive from the capitated fees per participant that are paid monthly by Medicaid, Medicare, the VA, and private pay sources. Medicaid and Medicare capitation revenues are based on PMPM capitation rates under the PACE program. VA is included in “Private Pay and 12 Table of Contents other” and is also capitated. Private pay includes direct payments from participants who do not qualify for the full capitated rate and have to pay all or a portion of the capitated rate. The Company disaggregates capitation revenue from the following sources for the three months ended: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2021 2020 Medicaid 53 % 53 % Medicare 47 % 47 % Private pay and other * % * % Total 100 % 100 % ______________ * Less than 1 % The Company determined the transaction price for these contracts is the amount we expect to be entitled to, which is the most likely amount. For certain capitation payments, the Company is subject to retroactive premium risk adjustments based on various factors. The Company estimates the amount of the adjustment and records it monthly on a straight-line basis. These adjustments are not expected to be material. The capitation revenues are recognized based on the estimated PMPM transaction price to transfer the service for a distinct increment of the series (i.e. month). We recognize revenue in the month in which participants are entitled to receive comprehensive care benefits during the contract term. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company also provides prescription drug benefits in accordance with Medicare Part D. Monthly payments received from CMS and the participants represent the bid amount for providing prescription drug coverage. The portion received from CMS is subject to risk sharing through Medicare Part D risk-sharing corridor provisions. These risk-sharing corridor provisions compare costs targeted in the Company’s bid to actual prescription drug costs. The Company estimates and records a monthly adjustment to Medicare Part D revenues associated with these risk-sharing corridor provisions. Medicare Part D comprised (i) 12 % of capitation revenues for both the three months ended September 30, 2021 and 2020 and (ii) 19 % and 21 % of external provider costs for the three months ended September 30, 2021 and 2020, respectively. Our accounts receivable as of September 30, 2021 and June 30, 2021 is primarily from capitation revenue arrangements. The concentration of net receivables from participants and third-party payers was as follows: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ June 30, ​ ​ ​ 2021 2021 ​ Medicaid 59 % 60 % Medicare 31 % 20 % Private pay and other 10 % 20 % Total 100 % 100 % ​ The Company records accounts receivable at net realizable value, which includes an allowance for estimated uncollectible accounts. The allowance for uncollectible accounts reflects the Company’s best estimate of probable losses considering eligibility, historical experience, and existing economic conditions. The balance of the allowance for uncollectible accounts was $ 5.2 million as of September 30, 2021, compared to $ 4.4 million as of June 30, 2021. Accounts are written off as bad debts when they are deemed uncollectible based upon individual credit evaluations and specific circumstances underlying the accounts. Other Service Revenue and Accounts Receivable 13 Table of Contents Other service revenue is comprised of rents earned related to Senior Housing and other fee for service revenue. Other service revenue was 0.3 % and 0.4 % of total revenue for the three months ended September 30, 2021 and 2020, respectively. Accounts receivable related to other service revenue were not significant as of both September 30, 2021 and June 30, 2021. Laws and regulations governing the Medicare and Medicaid programs are complex and subject to change, as well as government review. Failure to comply with these laws can expose the entity to significant regulatory action, including fines, penalties, and exclusion from the Medicare and Medicaid programs. See Note 9, “Commitments and Contingencies”. ​ Note 4: Investments The Company holds equity method and cost method investments as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ June 30, in thousands ​ 2021 2021 Cost method investments ​ $ 4,645 ​ $ 2,645 Equity method investments ​ 848 ​ 848 Total investments ​ $ 5,493 ​ $ 3,493 ​ Nonconsolidated Entities Cost Method Investments The Company maintains two investments that are accounted for using the cost method. The investments do not have a readily determinable fair value and the Company has elected to record the investments at cost, less impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. During the three months ended September 30, 2021 and 2020, there were no observable price changes or impairments recorded. Jetdoc In August 2021, the Company acquired a minority interest equal to 806,481 shares of the outstanding common stock of Jetdoc, Inc. (“Jetdoc”), a telehealth and virtual urgent care app dedicated to effectively connecting users with medical professionals, for cash consideration of $ 2.0 million. The balance of the Company’s investment in Jetdoc is $ 2.0 million which represents the maximum exposure to loss. ​ Dispatch Health Since 2019, the Company has maintained an investment of $ 2.6 million in DispatchHealth Holdings, Inc. (“Dispatch Heath”). Dispatch Health offers complete in-home on-demand healthcare. The balance of the Company’s investment is $ 2.6 million which represents the maximum exposure to loss. ​ Equity Method Investments ​ Pinewood Lodge The Company’s operations include a Senior Housing unit that primarily includes the accounts of Continental Community Housing (“CCH”), the general partner of Pinewood Lodge, LLP (“ PWD”) which was organized to develop, construct, own, maintain, and operate certain apartment complexes intended for rental to low-income elderly individuals aged 62 or older. PWD is a VIE, but the Company is not the primary beneficiary. The Company does not have the power to direct the activities that most significantly impact the economic performance of PWD. Accordingly, the Company does not consolidate PWD. PWD is accounted for using the equity method of accounting. The equity earnings of PWD are 14 Table of Contents insignificant. As of September 30, 2021, the balance of the Company’s investment in PWD is $ 0.8 million which represents the maximum exposure to loss. Noncontrolling Interest Senior Housing The Company’s operations include a 0.01 % partnership interest in InnovAge Senior Housing Thornton, LLC (“SH1”), which was organized to develop, construct, own, maintain, and operate certain apartment complexes intended for rental to low-income elderly individuals aged 62 or older. SH1 is a VIE. The Company is the primary beneficiary of SH1 and consolidates SH1. The Company is the primary beneficiary of SH1 as it has the power to direct the activities that are most significant to SH1 and has an obligation to absorb losses or the right to receive benefits from SH1. The most significant activity of SH1 is the operation of the senior housing facility. The Company has provided a subordinated loan to SH1 and has provided a guarantee for a convertible term loan held by SH1. Redeemable Noncontrolling Interest InnovAge Sacramento On March 18, 2019, in connection with the formation of InnovAge Sacramento, the joint venture with Adventist and Eskaton Properties, Incorporated (“Eskaton”), the Company contributed $ 9.0 million in cash and land valued at $ 4.2 million for a 59.9 % membership interest in the joint venture, InnovAge Sacramento. Further, Adventist contributed $ 5.8 million in cash and Eskaton contributed $ 3.0 million in cash for membership interests of 26.4 % and 13.7 %, respectively. Prior to January 1, 2021, the Company did not consolidate InnovAge Sacramento. In the third quarter of fiscal year 2021, the Company made an additional contribution of $ 52,000 dollars to obtain an additional 0.1 % membership interest in the joint venture. With the acquisition of the additional 0.1 % membership interest, the Company obtained control of InnovAge Sacramento effective January 1, 2021. Accordingly, beginning January 1, 2021, the results of InnovAge Sacramento are included in our consolidated results of operations. When the joint venture was formed, the Company issued warrants (the “Sacramento Warrants”) to purchase 5 % of its issued and outstanding common stock to Adventist at a par value of $ 0.001 per share and an exercise price equal to the fair market value per share at the time of exercise of this warrant. The Sacramento Warrants fully vest on the exercise date, which is defined as the date on which Adventist has made aggregate capital contributions in an amount greater than $ 25.0 million to one or more joint venture entities in which Adventist and the Company hold equity (the “Investment Threshold”). Before consolidation, the Company recorded it’s proportionate share of net loss, which was a loss of $ 0.8 million for the three months ended September 30, 2020, as equity loss in the statement of operations. On February 9, 2021, we entered into an amendment agreement with Adventist to amend the Sacramento Warrants. The amendment removes the Investment Threshold requirement and grants Adventist the right to purchase up to $ 15.0 million of our common stock at an exercise price equal to the initial public offering price. The warrant is exercisable for one year beginning March 8, 2021, the date of the consummation of our IPO. As of September 30, 2021, Adventist had not exercised any warrants. At inception, the Sacramento Warrants were initially determined to be equity-based payments to nonemployees and as such the measurement date for these warrants was considered to be the date when the Investment Threshold is reached. At the time of the amendment, due to the removal of the Investment Threshold, the Sacramento Warrants were evaluated under ASC 815-40, “ Contracts in an Entity’s Own Equity ,” which resulted in a liability classification from the date of the amendment through completion of our IPO, due to the variable amount of shares which could be issued. Upon completion of the IPO, the number of shares to be issued were no longer variable, which resulted in the warrants being recorded in 15 Table of Contents equity. A charge of $ 2.3 million, representing the fair value of the Sacramento Warrants from inception through the date of completion of the IPO, was recorded in other income (expense) in the condensed consolidated statement of operations. As described above, we obtained control of InnovAge Sacramento through acquisition of an additional 0.1 % membership interest, which we consider to be a step acquisition, whereby the Company remeasured the previously held equity method investment to fair value. The amount by which the purchase price exceeds the fair value of the net assets acquired is recorded as goodwill. The fair value of the previously held equity investments was determined using a discounted cash flow model. This resulted in recording a gain on consolidation of $ 10.9 million during the third quarter of fiscal year 2021. The 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 September 30, 2021, none of the conditions specified in the JV Agreement had been met. At the time the Company became a publicly traded company these put rights held by the noncontrolling interests of the Joint Venture were required to be presented as temporary equity. The carrying value of the redeemable noncontrolling interest as of September 30, 2021 was $ 16.4 million. ​ Note 5: Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants, at the measurement date. A fair value hierarchy was established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources outside the reporting entity. Unobservable inputs are inputs that reflect the Company’s own assumptions based on market data and assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The sensitivity to changes in inputs and their impact on fair value measurements can be significant. The three levels of inputs that may be used to measure fair value are: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date Level 2 Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the assets or liabilities Level 3 Unobservable inputs to the valuation techniques that are significant to the fair value measurements of the assets or liabilities Recurring Measurements The Company’s investment in InnovAge Sacramento includes a put right for the noncontrolling interest holders to require the Company to repurchase the interest of the noncontrolling interest holders at fair value, after the initial term of the management services agreement in 2028. As a result, each 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. For the three months ended September 30, 2021, the Company did not record any fair value adjustments as the fair value of the redeemable noncontrolling interest was not greater than the carrying value of the redeemable noncontrolling interest. Effective August 7, 2018, the Company finalized the acquisition of NewCourtland LIFE Program (“NewCourtland”) in Pennsylvania. The Company paid a base purchase price of $ 30.0 million, subject to certain net working capital and closing adjustments plus contingent consideration of up to $ 20.0 million. On March 8 2021 we completed our IPO, which 16 Table of Contents satisfied the condition that the Company sell equity securities pursuant to an effective registration statement. Accordingly, $ 20.0 million of contingent consideration was paid under the terms of the acquisition agreement. Since all of the contingent consideration of $ 20.0 million was paid, the lease payments in certain real estate leases between the Company and NewCourtland were reduced from their current amounts and allow the Company to exercise its option to purchase the leased buildings at fair market value, after the initial term of the lease. Changes in fair value of $ 0.7 million were recorded in other operating expense (income) for the three months ended September 30, 2020. As of June 30, 2021 and September 30, 2021, there are no amounts of contingent consideration outstanding. There were no transfers in and out of Level 3 during the three months ended September 30, 2020 or 2021. Note 6: Goodwill and Intangible Assets Goodwill, which represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions. Goodwill amounted to $ 124.2 million at each of September 30, 2021 and June 30, 2021. Goodwill is not amortized. Pursuant to ASC 350, “ Intangibles – Goodwill and Other ,” we review the recoverability of goodwill annually as of April 1 or whenever significant events or changes occur which might impair the recovery of recorded amounts. For purposes of the annual goodwill impairment assessment, the Company has identified three reporting units. There were no indicators of impairment identified and no goodwill impairments recorded during the three months ended September 30, 2021 and 2020. Intangibles assets consisted of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ June 30, in thousands ​ 2021 2021 Definite-lived intangible assets ​ $ 6,600 ​ $ 6,600 Indefinite-lived intangible assets ​ ​ 2,000 ​ ​ 2,000 Total intangible assets ​ ​ 8,600 ​ ​ 8,600 Accumulated amortization ​ ​ ( 2,247 ) ​ ​ ( 2,082 ) Balance as of end of period ​ $ 6,353 ​ $ 6,518 ​ Intangible assets consist of customer relationships acquired through business acquisitions. The Company recorded amortization expense of $ 0.2 million for both the three months ended September 30, 2021 and 2020, respectively. We review the recoverability of other intangible assets in conjunction with long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. There were no intangible asset impairments recorded during the three months ended September 30, 2021 and 2020. During the quarter ended September 30, 2021, the market value of our common stock declined below the carrying value of equity. We were required to qualitatively assess whether a triggering event had occurred and whether it was more likely than not that our goodwill was impaired as of September 30, 2021. On September 17, 2021, we were notified that CMS had determined to suspend new enrollments at our Sacramento center based on deficiencies detected in an audit related to participant quality of care, and on September 30, 2021, we were further notified that the State of California had followed in the determination of such sanctions. The suspension will remain in effect until CMS and the State of California determine that we have remediated the deficiencies to their satisfaction. We believe this decline in common stock price was the market reaction to the new enrollment suspension at our Sacramento center as of September 18, 2021. Based on our interim qualitative assessment as of September 30, 2021, we determined that it was more-likely-than-not that the fair value of the Company was greater than the net book value and that we did not have a “triggering event” 17 Table of Contents requiring a quantitative or Step 1 assessment of Goodwill. Our review of macroeconomic and industry considerations, as well as the Company's financial results of the west region for the first quarter of fiscal year 2022 and projections for the full fiscal year 2022, inclusive of a sustained impact of the enrollment suspension at Sacramento, were consistent with the expectations and sensitivities assessed as part of our annual goodwill impairment performed in the fourth quarter of fiscal year 2021. If assumptions or estimates in the fair value calculations change or if future cash flows vary from what was expected, including those assumptions relating to the duration and severity of the financial impact of the enrollment suspension at Sacramento, this may impact the impairment analysis and could reduce the underlying cash flows used to estimate fair values and result in a decline in fair value that may trigger future impairment charges. ​ Note 7: Leases Property and equipment includes property under various capital leases. These leases have expiration dates ranging from January 2022 to September 2027, varying interest rates, and generally include an option to purchase the equipment at the end of the underlying lease period. The Company’s capital leases included the following at September 30, 2021 and June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ June 30, 2021 ​ in thousands ​ ​ ​ ​ ​ ​ ​ Equipment ​ $ 11,204 ​ $ 13,302 ​ Less accumulated depreciation ​ ( 5,866 ) ​ ( 7,081 ) ​ Total capital leases ​ $ 5,338 ​ $ 6,221 ​ ​ Certain of the Company’s property and equipment is leased under operating leases. Total rental expense under operating leases was $ 1.0 million for the each of three months ended September 30, 2021, and 2020. Future minimum lease payments for fiscal years beginning with remainder of fiscal year 2022 for capital leases having initial terms of more than one year and noncancelable operating leases were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ ​ Capital Leases ​ Minimum Lease in thousands ​ Obligations ​ Payments Amount remaining in 2022 ​ $ 1,915 ​ $ 2,813 2023 ​ 2,496 ​ 4,266 2024 ​ 1,970 ​ 3,905 2025 ​ 1,197 ​ 3,439 2026 ​ 163 ​ 3,361 Thereafter ​ 7 ​ 13,619 Total ​ 7,748 ​ $ 31,403 Less amount representing interest ​ ( 856 ) ​ Total minimum lease payments ​ 6,892 ​ Less current maturities ​ ( 2,129 ) ​ Noncurrent maturities ​ $ 4,763 ​ ​ ​ ​ ​ 18 Table of Contents Note 8. Long Term Debt Long-term debt consisted of the following at September 30, 2021 and June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate ​ Maturity date ​ September 30, 2021 ​ June 30, 2021 ​ ​ ​ ​ ​ ​ in thousands ​ Senior secured borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loan Facility (a) ​ March 8, 2026 ​ $ 74,063 ​ $ 75,000 ​ Revolving Credit Facility (b) (a) ​ March 8, 2026 ​ ​ — ​ ​ — ​ Convertible term loan 6.68 % ​ August 20, 2030 ​ 2,357 ​ 2,367 ​ Total debt ​ ​ ​ ​ 76,420 ​ 77,367 ​ Less unamortized debt issuance costs ​ ​ ​ ​ 1,896 ​ 2,003 ​ Less current maturities ​ ​ ​ ​ 3,791 ​ 3,790 ​ Noncurrent maturities ​ ​ ​ ​ $ 70,733 ​ $ 71,574 ​ (a) The interest rates on the Term Loan Facility and Revolving Credit Facility are described below. (b) The remaining capacity under the Revolving Credit Facility as of September 30, 2021 was $ 100.0 million, subject to (i) any issued amounts under our letters of credit, which as of September 30, 2021 was $ 2.2 million, and (ii) applicable covenant compliance restrictions and any other conditions precedent to borrowing. ​ 2016 Credit Agreement The Company originally entered into a senior secured borrowing agreement (the “2016 Credit Agreement”) on May 13, 2016, that consisted of a senior secured term loan for $ 75.0 million and a revolving credit facility for $ 20.0 million. The 2016 Credit Agreement was subsequently amended (i) on May 2, 2019 to increase the senior secured term loan to $ 190.0 million and a revolving credit facility for $ 30.0 million and a delayed draw term loan facility (“DDTL”) for $ 45.0 million and (ii) on July 27, 2020, to increase the senior secured term loan to $ 300.0 million, the revolving credit facility to $ 40.0 million and to terminate the DDTL. The structure of the July 27, 2020 amendment to the 2016 Credit Agreement led to an extinguishment of debt for certain lenders and a modification of debt for other lenders. The total debt structure extinguishment for certain lenders was $ 57.1 million, and the write off of $ 1.0 million in debt issuance costs was recorded in loss on extinguishment of debt for the three months ended September 30 30, 2020. The total debt structure that was modified was $ 250.0 million, while the new debt issued was $ 50.0 million, which resulted in $ 9.1 million of capitalized debt issuance costs. Total amortization of deferred financing costs was $ 0.3 million for the three months ended September 30, 2020. Concurrent with the Company’s entry into the 2021 Credit Agreement (as defined below), the Company terminated and repaid in full all outstanding indebtedness under the 2016 Credit Agreement. 2021 Credit Agreement On March 8, 2021, concurrently with the closing of the IPO, the Company entered into a new credit agreement (the “2021 Credit Agreement”) that replaced the 2016 Credit Agreement. The 2021 Credit Agreement consists of a senior secured term loan (the “Term Loan Facility”) of $ 75.0 million principal amount and a revolving credit facility (the “Revolving Credit Facility”) of $ 100.0 million maximum borrowing capacity. Loans under the 2021 Credit Agreement are secured by substantially all of the Company’s assets. Principal on the Term Loan Facility is paid each calendar quarter beginning September 2021 in an amount equal to 1.25 % of the initial term loan on closing date. Proceeds of the Term Loan Facility, together with proceeds from the IPO, were used to repay amounts outstanding under the 2016 Credit Agreement. Outstanding principal amounts under the 2021 Credit Agreement accrue interest at a variable interest rate. As of September 30, 2021, the interest rate on the Term Loan Facility was 1.84 %. Under the terms of the 2021 Credit Agreement, 19 Table of Contents the Revolving Credit Facility fee accrues at 0.25 % of the average daily unused amount and is paid quarterly. As of September 30, 2021, we had no borrowings outstanding under the Revolving Credit Facility. The 2021 Credit Agreement requires the Company to meet certain operational and reporting requirements, including, but not limited to, a secured net leverage ratio. Additionally, annual capital expenditures and permitted investments, including acquisitions, are limited to amounts specified in the 2021 Credit Agreement. The 2021 Credit Agreement also provides certain restrictions on dividend payments and other equity transactions and requires the Company to make prepayments under specified circumstances. As of September 30, 2021, the Company was in compliance with the covenants of the 2021 Credit Agreement. The deferred financing costs of $ 2.0 million are amortized over the term of the underlying debt and unamortized amounts have been offset against long-term debt in the consolidated balance sheets. Total amortization of deferred financing costs was $ 0.1 million for the three months ended September 30, 2021. Convertible Term Loan On June 29, 2015, SH1 entered into a convertible term loan. Monthly principal and interest payments of $ 0.02 million commenced on September 1, 2015. The loan is secured by a deed of trust to Public Trustee, assignment of leases and rents, security agreements, and SH1’s fixture filing. ​ ​ Note 9: Commitments and Contingencies Professional Liability The Company pays fixed premiums for annual professional liability insurance coverage under a claims-made policy. Under such policy, only claims made and reported to the insurer are covered during the policy term, regardless of when the incident giving rise to the claim occurred. The Company records claim liabilities and expected recoveries, if any, at gross amounts. The Company is not currently aware of any unasserted claims or unreported incidents that are expected to exceed medical malpractice insurance coverage limits. Litigation From time to time, in the normal course of business, the Company is involved in or subject to legal proceedings related to its business, including those described below. The Company regularly evaluates the status of claims and legal proceedings in which it is involved in order to assess whether a loss is probable or there is a reasonable possibility that a loss may have been incurred, and to determine if accruals are appropriate. The Company expenses legal costs as such costs are incurred. ​ In July 2021, the Company received a civil investigative demand (“CID”) from the Attorney General for the State of Colorado. The CID requests information and documents regarding Medicaid billing, patient services and referrals at InnovAge’s Colorado program. We continue to fully cooperate with the Attorney General and produce the requested information and documentation. We are currently unable to predict the outcome of this investigation. ​ On October 14, 2021, the Company was named as a defendant in a putative class action complaint filed in the District Court for the District of Colorado on behalf of individuals who purchased or acquired shares of the Company’s common stock during a specified period. Through the complaint, plaintiffs are asserting claims against the Company, certain of the Company’s officers and the underwriters in the Company’s IPO, alleging violations of Sections 11 and 15 of the Securities Act of 1933 for making allegedly inaccurate and misleading statements and omissions in connection with the Company’s IPO and seeking compensatory damages, among other things. Although the results of legal proceedings and claims are inherently unpredictable and uncertain, we do not believe that the outcomes of the legal proceedings with which we are currently involved, based on the currently available information, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or cash flows, though the outcomes could be material to the firms operating results for any particular period; depending in part, upon the operating results of such period. Regardless of the outcome, litigation 20 Table of Contents has the potential to have an adverse impact on us due to any related defense and settlement costs, diversion of management resources, and other factors. ​ ​ Note 10: Equity Equity Owner Transaction On July 27, 2020, InnovAge Holding Corp. (formerly TCO Group Holdings, Inc.), Ignite Aggregator LP (“Purchaser”), and the former equity holders of InnovAge Holding Corp. (“Sellers”) entered into a Securities Purchase Agreement (the “Agreement”), effective July 27, 2020. Under the terms of the Agreement, the Sellers sold a portion of their equity interest to the Purchaser. The Purchaser and the Sellers then contributed their equity interests in the Company to a newly formed limited partnership, TCO Group Holdings, L.P. (the “LP”) resulting in the Company being wholly owned by the LP. Concurrently with the entry into the Agreement, the Company amended and restated its 2016 Credit Agreement, see Note 8, “Long Term Debt” for further discussion. A portion of the proceeds from the 2016 Credit Agreement were used by the Company to repurchase 16,095,819 shares of its common stock for $ 77.6 million from certain members of management, including certain members of the Board of Directors, and certain members of our equity partner. The common stock was then recognized as Treasury stock. The Treasury stock was retired in March 2021. Additionally, as part of the Agreement, the Company executed an Option Cancellation Agreement (the “Cancellation Agreement”), which canceled the Company’s common stock option awards of 16,994,975 granted under the 2016 Equity Incentive Plan for $ 74.6 million. Such cancellation resulted in a settlement of the awards. Vesting of the contingent performance-based awards was not deemed probable at the time of the settlement resulting in the settlement of the contingent performance-based awards being recorded as Corporate, general and administrative. Vesting of the time vesting awards was deemed probable at the time of the settlement resulting in a portion of the settlement of the time vesting awards being recorded as Corporate, general and administrative expense and the remainder being recorded as a reduction to Additional paid-in capital. Of the total settlement, $ 45.4 million was recorded as Corporate, general and administrative expense and $ 32.4 million was recorded as a reduction to Additional paid-in capital. The Cancellation Agreement resulted in the option holders receiving the same amount of cash that they would have received had they exercised their options, participated in the repurchase described above and sold their remaining shares. As part of the transaction, for the three months ended September 30, 2020, the Company incurred $ 22.6 million in transaction costs, of which $ 13.1 million was recognized as Corporate, general and administrative expense and $ 9.5 million was recognized as a distribution to owners as the costs were paid on behalf of the owners. These costs were recorded during the three months ended September 30, 2020. Note 11: Stock-based Compensation A summary of our aggregate share-based compensation expense is set forth below. Stock-based compensation expense is included in corporate, general and administrative expenses on our consolidated statements of operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ September 30, ​ in thousands ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options (a) ​ $ — ​ $ 45,387 ​ Profits interests units ​ 590 ​ 46 ​ Restricted stock units ​ ​ 368 ​ ​ — ​ Total stock-based compensation expense ​ $ 958 ​ $ 45,433 ​ ​ 21 Table of Contents (a) The amount for 2020 relates to stock-based compensation expense recognized as a result of the Cancellation Agreement, as defined and described in Note 11, “Stock-based Compensation”. ​ 2016 Equity Incentive Plan The Company maintained the 2016 Equity Incentive Plan pursuant to which various stock-based awards were granted to employees, directors, consultants, and advisers. The total number of shares of the Company’s common stock that was authorized under the 2016 Equity Incentive Plan was 17,836,636 , of which a total of 16,994,976 awards were granted. On July 27, 2020, the Company, Ignite Aggregator LP, and the equity holders of the Company entered into a Securities Purchase Agreement, and in conjunction therewith, the Company amended and restated the 2016 Credit Agreement. A portion of the proceeds from the 2016 Credit Agreement were used by the Company to repurchase 16,095,819 shares of its common stock from the certain members of management, the Board of Directors, and members of our equity partner. Additionally, as part of the 2016 Credit Agreement, the Company executed the Cancellation Agreement, as defined and described in Note 11, “Stock-based Compensation” with each of the 2016 Equity Incentive Plan option holders, pursuant to which the Company’s 16,994,976 common stock options which were granted under the 2016 Equity Incentive Plan, were cancelled. The Cancellation Agreement resulted in the option holders receiving the same amount of cash that they would have received had they exercised their options, participated in the repurchase described above and sold their remaining shares. The 2016 Equity Incentive Plan was cancelled and replaced with the 2020 Equity Incentive Plan, as described below. 2020 Equity Incentive Plan Profits Interests The LP maintains the 2020 Equity Incentive Plan pursuant to which interests in the LP in the form of Class B Units (profits interests) may be granted to employees, directors, consultants, and advisers. A maximum number of 16,162,177 Class B Units are authorized for grant under the 2020 Equity Incentive Plan. As of September 30, 2021, a total of 13,009,137 profits interests units have been granted under the 2020 Equity Incentive Plan. The Company uses the Monte Carlo option model to determine the fair value of the granted profits interests units. There were no grants during the three months ended September 30, 2021. A summary of profits interests activity for the three months ended September 30, 2021 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted average Time-based unit awards ​ units ​ grant date fair value ​ ​ ​ ​ ​ ​ Outstanding balance, June 30, 2021 6,587,261 ​ $ 1.27 Forfeited ( 76,249 ) ​ $ 1.27 Outstanding balance, September 30, 2021 6,511,012 ​ $ 1.27 ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted average Performance-based unit awards ​ units ​ grant date fair value ​ ​ ​ ​ ​ ​ Outstanding balance, June 30, 2021 6,223,262 ​ $ 0.57 Forfeited ( 99,307 ) ​ $ 0.57 Outstanding balance, September 30, 2021 6,123,955 ​ $ 0.57 ​ The total unrecognized compensation cost related to profits interests units outstanding as of September 30, 2021 was $ 9.6 million, comprised (i) $ 6.1 million related to time-based unit awards expected to be recognized over a weighted-average period of 0.9 years and (ii) $ 3.5 million related to performance-based unit awards, which will be recorded when it is probable that the performance-based criteria will be met. 22 Table of Contents 2021 Omnibus Incentive Plan In March 2021, the compensation committee of our Board of Directors approved 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 is based on the closing market price of our common stock on the date of grant. A summary of restricted stock units activity for the three months ended September 30, 2021 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ average ​ ​ Number of ​ ​ grant-date fair Restricted stock units ​ awards ​ ​ value per share ​ ​ ​ ​ ​ ​ Outstanding balance, June 30, 2021 48,470 ​ $ 22.87 Granted 48,148 ​ $ 22.39 Outstanding balance, September 30, 2021 96,618 ​ $ 22.39 ​ The total unrecognized compensation cost related to restricted stock units outstanding as of September 30, 2021 was $ 1.8 million and is expected to be recognized over a weighted-average period of 1.9 years . ​ Note 12: Income Taxes The Company recorded a tax provision of $ 3.0 million and $ 4.9 million for the three months ended September 30, 2021 and 2020, respectively. This represents an effective tax rate of 28.2 % and ( 11.0 )% for the three months ended September 30, 2021 and 2020, respectively. The effective rate for the three months ended September 30, 2021 was different from the federal statutory rate primarily due to disallowed officers’ compensation under Internal Revenue Code (“IRC”) Section 162(m) and lobbying expenses which occurred during the three month period. The Company assesses the valuation allowance recorded against deferred tax assets at each reporting date. The determination of whether a valuation allowance for deferred tax assets is appropriate requires the evaluation of positive and negative evidence that can be objectively verified. Consideration must be given to all sources of taxable income available to realize deferred tax assets, including, as applicable, the future reversal of existing temporary differences, future taxable income forecasts exclusive of the reversal of temporary differences and carryforwards, taxable income in carryback years and tax planning strategies. In estimating income taxes, the Company assesses the relative merits and risks of the appropriate income tax treatment of transactions taking into account statutory, judicial, and regulatory guidance. As of the three-month period ended September 30, 2021, the Company has determined that it is not “more likely than not” that the deferred tax assets associated with certain state net operating losses will be realized and as such continues to maintain a valuation allowance against these state deferred tax assets. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitation and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impacts that the CARES Act may have on its business. While several of these provisions may impact the Company, there have not been any significant impacts noted through September 30, 2021. 23 Table of Contents ​ Note 13: Earnings per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company’s common stock during the applicable period. When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. When net income from continuing operations exists, performance-based units, are omitted from the calculation of diluted EPS until it is determined that the performance criteria has been met at the end of the reporting period. The following table sets forth the computation of basic and diluted net loss per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, in thousands, except share values 2021 2020 Net income (loss) attributable to InnovAge Holding Corp. ​ $ 7,686 ​ $ ( 49,654 ) Weighted average common shares outstanding (basic) ​ 135,516,513 ​ 121,119,417 Earnings (loss) per share - basic ​ $ 0.06 ​ $ ( 0.41 ) ​ ​ ​ ​ ​ ​ ​ Dilutive shares ​ — ​ — Weighted average common shares outstanding (diluted) ​ 135,516,513 ​ 121,119,417 Earnings (loss) per share -diluted ​ $ 0.06 ​ $ ( 0.41 ) ​ ​ Note 14: Segment Reporting The Company applies ASC Topic 280, " Segment Reporting ," which establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about operations, major customers and the geographies in which the entity holds material assets and reports revenue. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the Company’s chief executive officer, who is the chief operating decision maker (“CODM”), and for which discrete financial information is available. The Company has determined that it has five operating segments, three of which are related to the Company’s PACE offering. The PACE-related operating segments are based on three geographic divisions, which are West, Central, and East. Due to the similar economic characteristics, nature of services, and customers, we have aggregated our West, Central, and East operating segments into one reportable segment for PACE. The Company’s remaining two operating segments relate to Homecare and Senior Housing, which are immaterial operating segments, and are shown below as "Other" along with certain corporate unallocated expenses. The Company serves approximately 6,990 PACE participants, making it the largest PACE provider in the U.S. based upon participants served, and operates 18 PACE centers across Colorado, California, New Mexico, Pennsylvania and Virginia. PACE, an alternative to nursing homes, is a managed care, capitated program, which serves the frail elderly in a community-based service model. Participants receive all medical services through a comprehensive, consolidated model of care. Capitation payments are received from Medicare parts C and D; Medicaid; the VA, and private pay sources. The Company is at risk for all health and allied care costs incurred with respect to the care of its participants, although it does negotiate discounted rates with its provider network consisting of hospitals, nursing homes, assisted living facilities, and medical specialists. Additionally, under the Medicare Prescription Drug Plan, CMS shares part of the risk for providing prescription medication to the Company’s participants. The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability. The Company does not review assets by segment and therefore assets by segment are not disclosed below. For the periods presented, all of the Company’s long-lived assets were located in the U.S. and all revenue was earned in the U.S. The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its segments. Center-level Contribution Margin is defined as total revenues less external provider costs and cost of care 24 Table of Contents (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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ September 30, 2020 in thousands PACE All other (1) Totals PACE All other (1) Totals Capitation revenue ​ $ 172,554 ​ $ — ​ $ 172,554 ​ $ 151,944 ​ $ — ​ $ 151,944 Other service revenue ​ 9 ​ 507 ​ 516 ​ 119 ​ 503 ​ 622 Total revenues ​ 172,563 ​ 507 ​ 173,070 ​ 152,063 ​ 503 ​ 152,566 External provider costs ​ 90,012 ​ — ​ 90,012 ​ 73,681 ​ — ​ 73,681 Cost of care, excluding depreciation and amortization ​ 40,101 ​ 627 ​ 40,728 ​ 37,454 ​ 829 ​ 38,283 Center-level Contribution Margin ​ 42,450 ​ ( 120 ) ​ 42,330 ​ 40,928 ​ ( 326 ) ​ 40,602 Overhead costs (2) ​ 27,391 ​ ( 14 ) ​ 27,377 ​ 75,689 ​ — ​ 75,689 Depreciation and amortization ​ 3,185 ​ 108 ​ 3,293 ​ 2,771 ​ 188 ​ 2,959 Equity loss ​ — ​ — ​ — ​ 801 ​ — ​ 801 Other operating income ​ — ​ — ​ — ​ ( 668 ) ​ — ​ ( 668 ) Interest expense, net ​ ( 496 ) ​ ( 51 ) ​ ( 547 ) ​ ( 5,578 ) ​ ( 53 ) ​ ( 5,631 ) Loss on extinguishment of debt ​ — ​ — ​ — ​ ( 991 ) ​ — ​ ( 991 ) Other income ​ ( 493 ) ​ — ​ ( 493 ) ​ ( 62 ) ​ — ​ ( 62 ) Income (Loss) Before Income Taxes ​ $ 10,885 ​ $ ( 265 ) ​ $ 10,620 ​ $ ( 44,296 ) ​ $ ( 567 ) ​ $ ( 44,863 ) ​ (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. ​ ​ Note 15: Related-party Pursuant to the PWD Amended and Restated Agreement of Limited Partnership, the general partner, who is a subsidiary of the Company (the “General Partner”), helped fund operating deficits and shortfalls of PWD in the form of a loan. At each of September 30, 2021 and June 30, 2021, $ 0.7 million was recorded in Deposits and other. Additionally, the General Partner is paid an administration fee of $ 35,000 per year. ​ Note 16: Subsequent Events The Company has evaluated subsequent events through November 9, 2021, the date on which the consolidated financial statements were issued. ​ ​ 25 Table of Contents