InnovAge Holding Corp. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (a) Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 68 Consolidated Balance Sheets as of June 30, 202 4 and 202 3 69 Consolidated Statements of Operations for the years ended June 30, 202 4 and 202 3 70 Consolidated Statements of Stockholders’ Equity for the years ended June 30, 202 4 and 202 3 71 Consolidated Statements of Cash Flows for the years ended June 30, 202 4 and 202 3 72 Notes to Consolidated Financial Statements 72 67 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of InnovAge Holding Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of InnovAge Holding Corp. and subsidiaries (the "Company") as of June 30, 2024 and 2023, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the two years in the period ended June 30, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Denver, Colorado September 10, 2024 We have served as the Company's auditor since 2018. 68 InnovAge Holding Corp. and Subsidiaries Consolidated Balance Sheets June 30, 2024 June 30, 2023 in thousands Assets Current Assets Cash and cash equivalents $ 56,946 $ 127,249 Short-term investments 45,833 46,213 Restricted cash 14 16 Accounts receivable, net of allowance ($ 6,729 – June 30, 2024 and $ 4,161 – June 30, 2023) 48,106 24,344 Prepaid expenses 18,919 17,145 Income tax receivable 3,324 262 Total current assets 173,142 215,229 Noncurrent Assets Property and equipment, net 193,022 192,188 Operating lease assets 28,416 21,210 Investments 2,645 5,493 Deposits and other 5,949 3,823 Goodwill 139,949 124,217 Other intangible assets, net 4,538 5,198 Total noncurrent assets 374,519 352,129 Total assets $ 547,661 $ 567,358 Liabilities and Stockholders' Equity Current Liabilities Accounts payable and accrued expenses $ 55,459 $ 54,935 Reported and estimated claims 55,404 42,999 Due to Medicaid and Medicare 15,197 9,142 Income tax payable — 1,212 Current portion of long-term debt 3,795 3,795 Current portion of finance lease obligations 4,599 4,722 Current portion of operating lease obligations 4,145 3,530 Deferred revenue — 28,115 Total current liabilities 138,599 148,450 Noncurrent Liabilities Deferred tax liability, net 7,460 6,236 Finance lease obligations 12,743 13,114 Operating lease obligations 26,275 18,828 Other noncurrent liabilities 1,298 1,086 Long-term debt, net of debt issuance costs 61,478 64,844 Total liabilities 247,853 252,558 Commitments and Contingencies (See Note 9) Redeemable Noncontrolling Interests (See Note 4) 22,200 12,708 Stockholders’ Equity Common stock, $ 0.001 par value; 500,000,000 authorized as of June 30, 2024 and 2023; 136,152,858 issued and 136,116,299 outstanding as of June 30, 2024 and 135,639,845 issued and outstanding as of June 30, 2023. 136 136 Treasury stock at cost, 36,559 shares as of June 30, 2024 ( 179 ) — Additional paid-in capital 337,615 332,107 Retained deficit ( 68,311 ) ( 35,944 ) Total InnovAge Holding Corp. 269,261 296,299 Noncontrolling interests 8,347 5,793 Total stockholders’ equity 277,608 302,092 Total liabilities and stockholders’ equity $ 547,661 $ 567,358 See Notes to Consolidated Financial Statements 69 InnovAge Holding Corp. and Subsidiaries Consolidated Statements of Operations Year Ended June 30, 2024 2023 in thousands, except per share amounts Revenues Capitation revenue $ 762,570 $ 686,836 Other service revenue 1,285 1,251 Total revenues 763,855 688,087 Expenses External provider costs 403,010 374,528 Cost of care, excluding depreciation and amortization 228,781 212,271 Sales and marketing 24,957 19,627 Corporate, general and administrative 111,337 115,637 Depreciation and amortization 18,950 15,419 Total expenses 787,035 737,482 Operating Loss ( 23,180 ) ( 49,395 ) Other Income (Expense) Interest expense, net ( 4,023 ) ( 1,522 ) Gain on cost and equity method investments 2,842 — Other income 2,542 124 Total other income (expense) 1,361 ( 1,398 ) Loss Before Income Taxes ( 21,819 ) ( 50,793 ) Provision (Benefit) for Income Taxes 1,402 ( 7,241 ) Net Loss ( 23,221 ) ( 43,552 ) Less: net loss attributable to noncontrolling interests ( 1,883 ) ( 2,879 ) Net Loss Attributable to InnovAge Holding Corp. $ ( 21,338 ) $ ( 40,673 ) Weighted-average number of common shares outstanding - basic 135,902,214 135,593,824 Weighted-average number of common shares outstanding - diluted 135,902,214 135,593,824 Net loss per share - basic $ ( 0.16 ) $ ( 0.30 ) Net loss per share - diluted $ ( 0.16 ) $ ( 0.30 ) See Notes to Consolidated Financial Statements 70 InnovAge Holding Corp. and Subsidiaries Consolidated Statements of Stockholders’ Equity Capital Stock Additional Paid-in Capital Retained Earnings (Deficit) Treasury Stock Noncontrolling Interests Total Permanent Stockholders' Equity Redeemable Noncontrolling Interests (Temporary Equity) Net Loss Shares Amount Shares Amount in thousands, except share amounts Balances, June 30, 2022 135,532,811 $ 136 $ 327,499 $ 4,729 — $ — $ 6,102 $ 338,466 $ 15,278 Stock-based compensation 107,034 — 4,608 — — — — 4,608 — Net loss — — — ( 40,673 ) — — ( 309 ) ( 40,982 ) ( 2,570 ) $ ( 43,552 ) Balances, June 30, 2023 135,639,845 $ 136 $ 332,107 $ ( 35,944 ) — — $ 5,793 $ 302,092 $ 12,708 Balances, June 30, 2023 135,639,845 $ 136 $ 332,107 $ ( 35,944 ) — — $ 5,793 $ 302,092 $ 12,708 Stock-based compensation 800,515 — 6,832 — — — — 6,832 — Tax withholding related to the net share settlements of stock-based compensation awards ( 287,502 ) — ( 1,324 ) — — — — ( 1,324 ) — Contribution from joint venture partner — — — — — — 2,900 2,900 — Shares repurchased at cost ( 36,559 ) — — — 36,559 ( 179 ) — ( 179 ) — Fair value adjustment for redeemable noncontrolling interests — — — ( 11,029 ) — — — ( 11,029 ) 11,029 Net loss — — — ( 21,338 ) — — ( 346 ) ( 21,684 ) ( 1,537 ) $ ( 23,221 ) Balances, June 30, 2024 136,116,299 $ 136 $ 337,615 $ ( 68,311 ) 36,559 $ ( 179 ) $ 8,347 $ 277,608 $ 22,200 See Notes to Consolidated Financial Statements 71 InnovAge Holding Corp. and Subsidiaries Consolidated Statements of Cash Flows Year Ended June 30, 2024 2023 in thousands Operating Activities Net loss $ ( 23,221 ) $ ( 43,552 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Loss on disposal of assets 78 1,107 Provision for uncollectible accounts 7,010 3,340 Depreciation and amortization 18,950 15,419 Operating lease rentals 5,339 4,604 Gain on cost and equity method investments ( 2,842 ) — Amortization of deferred financing costs 429 429 Stock-based compensation 6,832 4,608 Deferred income taxes 1,224 ( 11,525 ) Other 1,449 167 Changes in operating assets and liabilities, net of acquisitions Accounts receivable, net ( 30,333 ) 8,223 Prepaid expenses ( 703 ) ( 3,303 ) Income tax receivable ( 3,062 ) 6,499 Deposits and other ( 2,829 ) ( 1,263 ) Accounts payable and accrued expenses 1,370 6,786 Reported and estimated claims 12,294 4,545 Due to Medicaid and Medicare 6,054 12 Income taxes payable ( 1,212 ) 1,212 Operating lease liabilities ( 5,610 ) ( 5,187 ) Deferred revenue ( 28,115 ) 28,115 Net cash provided by (used in) operating activities ( 36,898 ) 20,236 Investing Activities Purchases of property and equipment ( 7,914 ) ( 23,354 ) Purchases of short-term investments ( 2,385 ) ( 46,167 ) Proceeds from sale of short-term investments 3,000 — Proceeds from dissolution of equity method investments 4,842 — Acquisition of business ( 23,916 ) — Net cash used in investing activities $ ( 26,373 ) $ ( 69,521 ) Financing Activities Payments for finance lease obligations ( 4,637 ) ( 4,103 ) Principal payments on long-term debt ( 3,795 ) ( 3,793 ) Repurchase of equity securities ( 179 ) — Contribution from joint venture partner 2,900 — Taxes paid related to net settlements of stock-based compensation awards ( 1,323 ) — Net cash used in financing activities ( 7,034 ) ( 7,896 ) DECREASE IN CASH, CASH EQUIVALENTS & RESTRICTED CASH ( 70,305 ) ( 57,181 ) CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD 127,265 184,446 CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD $ 56,960 $ 127,265 Supplemental Cash Flows Information Interest paid $ 4,063 $ 3,997 Income taxes paid $ 4,452 $ 13 Property and equipment included in accounts payable $ 181 $ 882 Property and equipment purchased under capital leases $ 4,142 $ 9,131 See Notes to Consolidated Financial Statements 72 Note 1: Business InnovAge Holding Corp. and its subsidiaries (“InnovAge” or the “Company”), are headquartered in Denver, Colorado. The Company’s participant-centered care delivery approach is designed to improve the quality of care the Company’s participants receive, while keeping them in their homes for as long as safely possible. Through the Company’s Program of All-Inclusive Care for the Elderly (“PACE”) program, the Company fulfills a broad range of medical and ancillary services for seniors, 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 and from the PACE center and third-party medical appointments; and care management. The Company manages its business as one reportable segment, PACE. As of June 30, 2024, the Company served approximately 7,020 PACE participants, making it the largest PACE provider in the United States of America (the U.S.) based upon participants served, and operated 20 PACE centers across Colorado, California, Florida, New Mexico, Pennsylvania and Virginia. PACE is a fully-capitated managed care program, which serves the frail elderly, and predominantly dual-eligible, population in a community-based service model. We define dual-eligible seniors as individuals who are 55+ and qualify for benefits under both Medicare and Medicaid. InnovAge provides all needed healthcare services through an all-inclusive, coordinated model of care, and the Company is at risk for 100 % of healthcare costs incurred with respect to the care of its participants. PACE programs receive capitation payments directly from Medicare Parts C and D, Medicaid, Veterans 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. The Company’s common stock is traded on the Nasdaq Stock Market LLC (“NASDAQ”) under the ticker symbol “INNV”. Note 2: Summary of Significant Accounting Policies Basis of Preparation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP). The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (VIEs) for which it is the primary beneficiary and entities for which it is the controlling general partner. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, the allowance for uncollectible accounts; revenue reserves; useful lives of property and equipment and the valuation of goodwill and intangible assets; risk-score adjustments to participant revenues; reported and estimated claims; accruals; the determination of assumptions for stock-based compensation costs; deferred taxes, including the determination of a need for a valuation allowance; legal contingencies, including medical malpractice claims; the determination of fair value of net assets acquired in a business combination; and other fair value measurements. Actual results may differ from previously estimated amounts. Cash and Cash Equivalents Cash and cash equivalents consist of cash and financial instruments issued by major financial institutions that have an original maturity of less than three months. Amounts are reported in the consolidated balance sheets at cost, which approximates fair value. The Company’s cash and cash equivalents are deposited with high credit quality financial institutions and are primarily in demand deposit accounts. The FDIC insurance coverage is $250,000 on the aggregate of interest bearing and non-interest bearing accounts. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. 73 Investments Cost method investments do not have a readily determinable fair value and are carried at cost, less impairment plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. The Company uses the equity method to account for investments in entities that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company’s investments in these nonconsolidated entities are reflected in the Company’s consolidated balance sheets under the equity method, and the Company’s proportionate net income (loss), if any, is included in the Company’s consolidated statements of operations under the equity method. The Company evaluates its investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value. During the fiscal year ended June 30, 2024, we noted indicators of impairment in one of our investments and recorded $ 2.0 million of impairment charges. There were no write-downs in the fiscal year ended June 30, 2023. See Note 4 “Cost and Equity Method Investments” for more information. Short-term Investments Short-term investments consist of investments in managed income fund securities managed by major financial institutions. These securities are measured at fair value on a recurring basis with changes in fair value recognized in earnings. The estimated fair value of the short-term investments is valued using quoted market prices in active markets and classified as Level 1 of the fair value hierarchy. Dividend income is reported within other income (expense) in the Company’s consolidated statement of operations. Dividends received are reinvested in fund securities. We may sell these securities at any time for use in current operations. As a result, we classify our short-term investments as current assets on the Company’s consolidated balance sheets. Restricted Cash Restricted cash includes cash held for participants who have established a personal-needs account to pay for nonmedical personal expenses, payment of which only occurs upon participant authorization, in the amount of approximately $ 0.01 million and $ 0.02 million as of June 30, 2024 and 2023, respectively. The Company records a related deposit liability for any participant contributions to these personal-needs accounts in accounts payable and accrued expenses in the consolidated balance sheets. Accounts Receivable The Company provides comprehensive healthcare services to participants on the basis of capitated or fixed fees per participant that are paid monthly by Medicare, Medicaid, the VA, and private pay sources. 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. Accounts are written off as bad debts when they are deemed uncollectible based upon individual credit evaluations and specific circumstances underlying the accounts. See additional information in Note 3 “Revenue Recognition.” Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the shorter of estimated useful lives or lease terms, if the assets are being leased. 74 Property and equipment were comprised of the following as of June 30: dollars in thousands Estimated Useful Lives 2024 2023 Land N/A $ 11,970 $ 11,970 Buildings and leasehold improvements 10 - 40 years 156,064 124,262 Software 3 - 5 years 30,678 26,656 Equipment and vehicles 3 - 7 years 69,495 57,754 Construction in progress N/A 12,234 42,223 280,441 262,865 Less accumulated depreciation and amortization ( 87,419 ) ( 70,677 ) Total property and equipment, net $ 193,022 $ 192,188 Depreciation of $ 18.3 million and $ 14.8 million was recorded during the fiscal years ended June 30, 2024 and 2023, respectively. Land is not depreciated, and construction in progress is not depreciated until ready for service. Costs of enhancements or modifications that substantially extend the capacity or useful life of an asset are capitalized and depreciated accordingly. Ordinary repairs and maintenance are expensed as incurred. The costs of acquiring or developing internal-use software, including directly related payroll costs for internal resources, are capitalized. Software maintenance and training costs are expensed in the period incurred. Interest is capitalized on construction projects, including internal-use software development projects, while in progress. During the fiscal years ended June 30, 2024 and 2023, the Company capitalized interest of approximately $ 0.01 million and $ 1.0 million, respectively. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and the resulting gain or loss, if any, is reflected in the consolidated statements of operations. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. No impairment charges were recorded in the fiscal years ended June 30, 2024 or 2023. Goodwill and Intangible Assets Intangible assets primarily consist of customer relationships acquired through business acquisitions. Goodwill represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions. Goodwill is not amortized but is tested for impairment at least annually. The Company tests goodwill for impairment annually on April 1st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale, disposition of a significant portion of the business, or other factors. Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e. before aggregation or combination), or one level below an operating segment (i.e. a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company has two reporting units, East and West, for evaluating goodwill impairment. ASC 350, Intangibles — Goodwill and Other (“ASC 350”), allows entities to first use a qualitative approach to test goodwill for impairment. When the reporting units where the Company performs the quantitative goodwill impairment are tested, the Company compares the fair value of the reporting unit, which the Company primarily determines using an income approach based on the present value of discounted cash flows, to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss. There were no goodwill impairments recorded during the years ended June 30, 2024 and 2023. Customer relationships represent the estimated values of customer relationships of acquired businesses and have definite lives. The Company amortizes these intangible assets on a straight-line basis over their ten-year estimated useful life. Intangible assets are reviewed for impairment in conjunction with long-lived assets. There were no intangible asset impairments recorded during the years ended June 30, 2024 and 2023. 75 Reported and Estimated Claims Reported and estimated claims consist of unpaid claims reported as of the balance sheet date and estimates of claims incurred on or before June 30 that have not been reported by that date (IBNR). Such estimates are developed using actuarial methods and are based on many variables, including the utilization of healthcare services, historical payment patterns, cost trends, and other factors. These complex estimation methods and the resulting reserves are continually reviewed and updated, and any adjustments deemed necessary to contemplate new or updated information are reflected in current operations. Debt Issuance Costs Debt issuance costs are those costs that have been incurred in connection with the issuance of long-term debt and are offset against long-term debt in the consolidated balance sheets. Such costs are being amortized over the term of the underlying debt using the straight-line method, as the difference between that and the effective interest method are immaterial. 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. Medicaid and Medicare capitation revenues are based on a per member, per month (“PMPM”) capitation rates under the PACE program. For a discussion of our revenue recognition policies, please see Note 3 “Revenue Recognition.” Professional Liability Claims The Company records a liability for medical malpractice claims based on estimated probable losses and costs associated with settling these claims and a receivable to reflect the estimated insurance recoveries, if any. See Note 9 “Commitments and Contingencies.” Advertising Costs The Company’s purchased services and contracts expenses include media advertising, tactical advertising, and promotion costs. The creative portion of these activities is expensed as incurred. Production costs of advertising and promotional materials are expensed when the advertising is first run, unless such costs support direct-response advertising campaigns. In that case, these costs are capitalized and amortized over the period estimated to benefit from the campaign. Total advertising expenses were $ 6.8 million and $ 5.6 million for the fiscal years ended June 30, 2024 and 2023, respectively. Stock-based Compensation The Company and its principal shareholder have long-term equity incentive plans that provide for stock-based compensation, including the granting of stock options, profits interests units and restricted stock units to employees, directors, consultants, or advisers, as determined by each of the respective plans. The Company utilizes the Black-Scholes option-pricing model to determine the fair value of the stock options on the date of grant. This model derives the fair value of the options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate, and dividend yield. The Company uses the Monte Carlo option model to determine the fair value of the granted profits interests units. For service-vesting awards (i.e., restricted stock units), we recognize stock-based compensation expense over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis. If the award was, in substance, multiple awards, we recognize stock-based compensation expense over the requisite service period for each separately vesting portion of the awards. For performance-vesting awards (i.e., performance stock units), we recognize stock-based compensation expense when it is probable that the performance condition will be achieved. We analyze if a performance condition is probable for each reporting period through the settlement date for awards subject to 76 performance vesting. Stock-based compensation is included in corporate, general and administrative expenses on our consolidated statements of operations. Shares issued pursuant to our equity incentive plan are issued from authorized but unissued shares or from shares held by the Company as treasury stock, if any. See Note 10 “Stock-based Compensation.” Income Taxes The Company and its subsidiaries calculate federal and state income taxes currently payable and for deferred income taxes arising from temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured pursuant to enacted tax laws and rates applicable to periods in which those temporary differences are expected to be recovered or settled. The impact on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. The members of InnovAge Senior Housing Thornton, LLC (“SH1”) and InnovAge Sacramento have elected to be taxed as partnerships, and no provision (benefit) for income taxes for SH1 or InnovAge Sacramento is included in these consolidated financial statements. Further, InnovAge Orlando entered into a joint venture on May 28, 2024 and its members elected to be taxed as a partnership. No provision (benefit) for income taxes for InnovAge Orlando is included in these consolidated financial statements for activity occurring from joint venture formation date through the balance of the fiscal year. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized. Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalty expense associated with uncertain tax positions as a component of provision (benefit) for income taxes. Variable Interest Entities (VIE) A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk or whose equity owners lack certain decision-making and economic rights. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity. The primary beneficiary is required to consolidate the VIE. InnovAge Senior Housing Thornton, LLC (“SH1”) and Pinewood Lodge, LLP (“PWD”) are considered to be VIEs. The Company is not considered the primary beneficiary of PWD but is considered the primary beneficiary of SH1. On March 13, 2024, PWD entered into a Purchase and Sale Agreement for the sale of all of PWD's property, including the Senior Housing unit. The sale closed on May 2, 2024, and as a result, the Company ceased providing senior housing services through PWD. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company's consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements Financial Instruments In April 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), which requires entities to use a current expected credit loss (“CECL”) model to measure impairment for most financial assets that are not recorded at fair value through net income. Under the CECL model, an entity will estimate lifetime expected credit losses considering available relevant information about historical events, current conditions and supportable forecasts. The CECL model does not apply to available-for-sale debt securities. The CECL model is expected to result in more timely recognition of credit losses. The Company adopted the standard on July 1, 2023. Our adoption of the standard did not have a material impact on the 77 consolidated financial statements. The Company makes estimates of expected credit losses based on a combination of factors, including historical losses adjusted for current market conditions, delinquency trends, aging behaviors of receivables and credit and liquidity indicators, and future market and economic conditions and regularly reviews the adequacy of the allowance for credit losses. Recent Accounting Pronouncements Not Yet Adopted Segment Reporting In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. Additionally, ASU 2023-07 requires that all existing annual segment disclosures be provided on an interim basis and clarifies that single reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety. ASU 2023-07 will be applied retrospectively and is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company is evaluating the impact of ASU 2023-07 on our consolidated financial statements. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 requires additional disclosures related to rate reconciliation, income taxes paid, and other disclosures. ASU 2023-09 requires public companies to annually (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold. Additionally, ASU 2023-09 requires public companies to annually disclose the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, as well as the amount of income taxes paid by individual jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2025. The Company is currently evaluating the impact of ASU 2023-09 on our 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 Capitation Revenue and Accounts Receivable Our capitation revenue relates to contracts with participants in which our performance obligation is to provide healthcare services to the participants. Revenues are recorded during the period our obligations to provide healthcare services are satisfied as noted below within each service type. The Company contracts directly with Medicare and Medicaid on a PMPM basis. We receive 100 % of the pooled capitated payment to directly provide or manage the healthcare needs of our participants. Fees are recorded gross in revenues because the Company is acting as a principal in providing for or overseeing comprehensive care provided to the participants. Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers. In general, a participant enrolls in the PACE program and is considered a customer of InnovAge. The Company considers all contracts with participants as a single performance obligation to provide comprehensive medical, health, and social services that integrate acute and long-term care. The Company identified that contracts with customers in the PACE program have similar performance obligations and therefore groups them into one portfolio. This performance obligation is satisfied over time as the Company provides comprehensive care to its participants. Our revenues are based on the estimated PMPM amounts we expect to be entitled to receive from the capitated fees per participant that are paid monthly by Medicaid, Medicare, the VA, and private pay sources. Medicaid and Medicare capitation revenues are based on PMPM capitation rates under the PACE program. VA is included in “Private Pay and other” and is also capitated. Private pay includes direct payments from participants who do not qualify for the full capitated rate and have to pay all or a portion of the capitated rate. Costs to obtain contracts consist of sales commissions for new enrollees and are included in deposits and other on our consolidated balance sheets. These costs are amortized over a three- 78 year period which corresponds to the average time a participant is enrolled in the PACE program. As of June 30, 2024 and 2023, contract assets included within deposits and other were $ 2.8 million and $ 1.0 million, respectively. The Company disaggregates capitation revenue from the following sources for the year ended June 30: 2024 2023 Medicaid 54 % 54 % Medicare 46 % 46 % 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 adjustment payments according to the CMS risk adjustment payment timeline. Specifically, there is a midyear true up payment based on updated risk score calculations and a final true up payment to allow for complete diagnosis submission. 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 over time in the month in which participants are entitled to receive comprehensive care benefits during the contract term. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company also provides prescription drug benefits in accordance with Medicare Part D. Monthly payments received from CMS and the participants represent the bid amount for providing prescription drug coverage. The portion received from CMS is subject to risk sharing through Medicare Part D risk-sharing corridor provisions. These risk-sharing corridor provisions compare costs targeted in the Company’s bid to actual prescription drug costs. The Company estimates and records a monthly adjustment to Medicare Part D revenues associated with these risk-sharing corridor provisions. Medicare Part D comprised (i) 12 % and 13 % of capitation revenues for the years ended June 30, 2024 and 2023, respectively, and (ii) 24 % and 23 % of external provider costs for the years ended June 30, 2024 and 2023, respectively. The Company provides comprehensive healthcare services to participants on the basis of capitated or fixed fees per participant that are paid monthly by Medicare, Medicaid, the VA, and private pay sources. The concentration of net receivables from participants and third-party payers as of June 30, 2024 and 2023 was as follows: 2024 2023 Medicaid 71 % 61 % Medicare 22 % 29 % Private pay and other 7 % 10 % Total 100 % 100 % The Company records accounts receivable at net realizable value, which includes an allowance for estimated uncollectible accounts. The allowance for uncollectible accounts reflects the Company’s best estimate of probable losses considering eligibility, historical experience, and existing economic conditions. The balance of the allowance for uncollectible accounts was $ 6.7 million as of June 30, 2024, compared to $ 4.2 million as of June 30, 2023. 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 primarily consists of revenues derived from state food grants and rent revenues. Accounts receivable related to other service revenue were not significant as of both June 30, 2024 and June 30, 2023. 79 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: Cost and Equity Method Investments The Company holds cost method and equity method investments as of June 30: 2024 2023 in thousands Cost method investments $ 2,645 $ 4,645 Equity method investments — 848 Total investments $ 2,645 $ 5,493 Nonconsolidated Entities Cost Method Investments As of June 30, 2024 and 2023, the Company maintained one investment and two investments, respectively, that were accounted for using the cost method. The Company’s ownership interests are less than 20% of the voting stock of the investments and the Company does not have the ability to exercise significant influence over the operating and financial policies of the investments. The investments do not have a readily determinable fair value and the Company has elected to record the investments at cost, less impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. JetDoc In August 2021, the Company acquired a minority interest equal to 806,481 shares of the outstanding common stock of Jetdoc, Inc. (“Jetdoc”), a telehealth and virtual urgent care app dedicated to effectively connecting users with medical professionals, for cash consideration of $ 2.0 million. We determined that indicators of impairment were present as of December 31, 2023, and recognized an impairment loss of $ 1.9 million during the three months then ended. During the three months ended March 31, 2024, we determined that the remaining balance of our investment in Jetdoc was impaired and recognized an additional impairment loss of $ 0.1 million. Impairment losses are included in gain on cost and equity method investments on our consolidated statements of operations. During the year ended June 30, 2023, there were no observable price changes or impairments recorded. As of June 30, 2024, the Company does not have any ownership interest in JetDoc. Dispatch Health 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. As of June 30, 2024, the balance of the Company’s investment was $ 2.6 million which represents the maximum exposure to loss. The investment does not have a readily determinable fair value and the Company has elected to record the investment at cost, less impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. During the years ended June 30, 2024 and 2023, there were no observable price changes or impairments. Equity Method Investments Pinewood Lodge Through May 2, 2024, the Company’s operations included a Senior Housing unit that primarily included the accounts of Continental Community Housing (“CCH”), a wholly-owned subsidiary of the Company and the general partner of 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 was a VIE, but the Company was not the primary beneficiary. The Company did not have the power to direct the activities that most significantly impacted the economic performance of PWD. Accordingly, the Company did not consolidate PWD. PWD was accounted for using the equity method of accounting. The equity earnings of PWD were 80 insignificant. As of June 30, 2023, the balance of the Company’s investment in PWD was $ 0.8 million, which represented the maximum exposure to loss. On March 13, 2024, PWD entered into a Purchase and Sale Agreement for the sale of all of PWD's property, including the Senior Housing unit. On May 2, 2024, PWD closed on the sale of its Senior Housing property for $ 9.5 million. Upon completion of the sale, PWD ceased providing senior housing services and in June 2024 was dissolved. Following the dissolution, the remaining proceeds from the sale were distributed in accordance with the partnership agreement and as otherwise agreed by the partners. Consolidated Entities Controlling Interest InnovAge Florida PACE – Orlando On May 28, 2024, the Company entered into a Joint Venture Agreement with Orlando Health (“OHI”) to develop and manage PACE centers to serve communities in Orlando, Florida. In connection with the joint venture, the joint venture, InnovAge Florida PACE – Orlando was formed. The Company contributed $ 26.1 million for its controlling membership interest of 90 %. As result, the joint venture’s results are consolidated in the Company’s consolidated financial statements. OHI contributed $ 2.9 million in cash for its 10 % interest. Noncontrolling Interest Senior Housing The Company’s operations include a 0.01 % partnership interest in 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. The following table shows the assets and liabilities of SH1 as of June 30: 2024 2023 in thousands Assets Cash and cash equivalents $ 816 $ 648 Prepaid expenses and other 5 1 Property, plant and equipment, net 9,465 9,933 Deposits and other, net 409 402 Liabilities Accounts payable and accrued expenses 295 268 Noncurrent liabilities 456 454 Long-term debt, net of debt issuance costs 3,739 3,784 Redeemable Noncontrolling Interest InnovAge Sacramento On March 18, 2019, in connection with the formation of InnovAge Sacramento, the joint venture with Adventist Health System/West (“Adventist”) and Eskaton Properties, Incorporated (“Eskaton”), the Company contributed $ 9.0 million in cash and land valued at $ 4.2 million for a 59.9 % membership interest in the joint venture. Further, Adventist contributed $ 5.8 million in cash and Eskaton contributed $ 3.0 million in cash for membership interests of 26.4 % and 13.7 %, respectively. In fiscal year 2021, the Company made an additional contribution of $ 52,000 and obtained an additional 0.1 % membership interest in the joint venture, which resulted in the Company obtaining control and consolidating InnovAge Sacramento as of January 1, 2021. 81 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. 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 of June 30, 2024, none of the conditions specified in the JV Agreement had been met. Accordingly, these put rights held by the noncontrolling interests of the joint venture are required to be presented as temporary equity. As of June 30, 2024 and 2023, the Company’s redeemable noncontrolling interest was recorded at fair value of $ 22.2 million and carrying value of $ 12.7 million, respectively. Note 5: Goodwill and Intangible Assets Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill amounted to $ 139.9 million and $ 124.2 million as of June 30, 2024 and June 30, 2023, respectively. The Company had one acquisition resulting in goodwill during the year ended June 30, 2024, see additional information in Note 11 “Acquisitions,” and did no t have any acquisitions resulting in goodwill during the year ended June 30, 2023. 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 for fiscal year 2024, the Company identified two reporting units, East and West. There were no indicators of impairment identified and no goodwill impairments recorded during the years ended June 30, 2024 and 2023. The following table summarizes the changes in goodwill for the fiscal years ended June 30: in thousands 2024 2023 Balance as of beginning of period $ 124,217 $ 124,217 Goodwill acquired during the period 15,732 — Balance as of end of period $ 139,949 $ 124,217 Intangible assets consisted of the following as of June 30: in thousands 2024 2023 Definite-lived intangible assets Customer relationships $ 6,600 $ 6,600 Indefinite-lived intangible assets Permits 2,000 2,000 Total intangible assets 8,600 8,600 Accumulated amortization ( 4,062 ) ( 3,402 ) Balance as of end of period $ 4,538 $ 5,198 Intangible assets with a finite useful life continue to be amortized over their useful lives. The Company recorded amortization expense of $ 0.7 million for each of the years ended June 30, 2024 and 2023. The total expected future annual amortization expense for the next 5 years ended June 30, is as follows: in thousands Amortization Expense 2025 $ 660 2026 660 2027 630 2028 540 2029 48 82 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 years ended June 30, 2024 and 2023. Note 6: Leases Leasing Arrangements as Lessee The Company leases certain property and equipment under various third-party operating and finance lease agreements. The Company determines if an arrangement is or contains a lease at the lease inception date by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. The leases are noncancelable and expire on various terms from 2024 through 2034. We determine if an arrangement is a lease upon commencement of the contract. If an arrangement is determined to be a long-term lease (greater than 12 months), we recognize a right-of-use ("ROU") asset and lease liability based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may also include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have elected to apply the short-term lease exception for contracts that have a lease term of twelve months or less and do not include an option to purchase the underlying asset. Therefore, we do not recognize 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 as of June 30 . Component of Lease Balances Balance Sheet Line Items 2024 2023 in thousands Assets: Operating lease assets Operating lease assets $ 28,416 $ 21,210 Finance lease assets Property and equipment, net 15,908 16,378 Total leased assets $ 44,324 $ 37,588 The following table presents the components of our lease cost and the classification of such costs in our Statement of Operations for the years ended June 30 . 83 Component of Lease Cost Statement of Operations Line Items 2024 2023 in thousands Operating lease cost Cost of care excluding depreciation and amortization and Corporate, general and administrative $ 5,402 $ 4,642 Finance lease expense: Amortization of leased assets Depreciation and amortization 1,984 3,080 Interest on lease liabilities Interest expense, net — 1,255 Variable lease cost Cost of care excluding depreciation and amortization and Corporate, general and administrative 93 82 Short-term lease cost Cost of care excluding depreciation and amortization and Corporate, general and administrative 172 108 Total lease expense: $ 7,651 $ 9,167 The following table includes the weighted-average lease terms and discount rates for operating and finance leases as of June 30 . Weighted average remaining lease term: 2024 2023 Operating leases 7.7 years 7.9 years Finance leases 3.5 years 3.9 years Weighted average discount rate 2024 2023 Operating leases 6.86 % 6.60 % Finance leases 7.80 % 7.80 % The following table includes the future maturities of lease payments for operating leases and finance leases for periods subsequent to June 30, 2024. in thousands Operating Lease Finance Lease Total 2025 $ 6,023 $ 6,631 $ 12,654 2026 5,988 5,389 11,377 2027 5,742 4,514 10,256 2028 4,952 2,461 7,413 2029 4,097 555 4,652 Thereafter 11,582 — 11,582 Total lease payments 38,384 19,550 57,934 Less liability accretion / imputed interest ( 7,964 ) ( 2,208 ) ( 10,172 ) Total lease liabilities 30,420 17,342 47,762 Less: Current lease liabilities 4,145 4,599 8,744 Total long-term lease liabilities $ 26,275 $ 12,743 $ 39,018 84 Note 7: Long-term Debt The components of our long-term debt are as follows: June 30, 2024 June 30, 2023 in thousands Senior secured borrowings: Term Loan Facility $ 63,750 $ 67,500 Convertible term loan 2,239 2,284 Total debt 65,989 69,784 Less unamortized debt issuance costs 716 1,145 Less current maturities 3,795 3,795 Noncurrent maturities $ 61,478 $ 64,844 2021 Credit Agreement On March 8, 2021, the Company entered into a credit agreement (as amended, the “2021 Credit Agreement”) that replaced its prior credit agreement. The 2021 Credit Agreement consists of a senior secured term loan (the “Term Loan Facility”) of $ 75.0 million principal amount and a revolving credit facility (the “Revolving Credit Facility”) of $ 100.0 million maximum borrowing capacity, each with a maturity date of March 8, 2026. Borrowing capacity under the Revolving Credit Facility is subject to (i) any issued amounts under our letters of credit, which as of June 30, 2024 was $ 3.9 million, and (ii) applicable covenant compliance restrictions and any other conditions precedent to borrowing. Loans under the 2021 Credit Agreement are secured by substantially all of the Company’s assets. Principal on the Term Loan Facility is paid each calendar quarter in an amount equal to 1.25 % of the initial term loan on closing date. Outstanding principal amounts under the 2021 Credit Agreement accrue interest at a variable interest rate. As of June 30, 2024 and 2023, the interest rate on the Term Loan Facility was 7.18 % and 6.95 %, respectively. 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 June 30, 2024, we had no borrowings outstanding, $ 3.9 million of letters of credit issued, and $ 96.1 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. The Company was in compliance with the covenants of the 2021 Credit Agreement as of June 30, 2024 and 2023. 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 $ 0.4 million and $ 0.4 million for the years ended June 30, 2024 and 2023, respectively. Convertible Term Loan On June 29, 2015, SH1 entered into a convertible term loan. Principal and interest payments of $ 0.02 million are due monthly. The loan bears interest at an annual rate of 6.68 %, with the remaining principal balance due upon maturity at August 20, 2030. The loan is secured by a deed of trust to Public Trustee, assignment of leases and rents, security agreements, and SH1’s fixture filing. 85 Aggregate maturities of our debt as of June 30, 2024 were as follows: Long-term debt in thousands Year ending June 30: 2025 $ 3,795 2026 60,059 2027 63 2028 67 2029 72 Thereafter 1,933 Total debt $ 65,989 Note 8: 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 June 30, 2024. in thousands Amortized Cost Fair Value Cash and Cash Equivalents Short-term Investments Cash $ 25,793 $ 25,793 $ 25,793 $ — Level 1 Money market funds 31,153 31,153 31,153 — Mutual funds 45,556 45,833 — 45,833 Total $ 102,502 $ 102,779 $ 56,946 $ 45,833 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 86 the redeemable noncontrolling interest is determined utilizing a discounted cash flow model. As of June 30, 2024 and 2023, the Company’s redeemable noncontrolling interest was recorded at carrying value of $ 22.2 million and $ 12.7 million, respectively. There were no transfers in and out of Level 3 during the fiscal years ended June 30, 2024 and 2023. The Company’s policy is to recognize transfers as of the actual date of the event or change in circumstances. 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, the Company may be involved in various legal proceedings and be subject to claims. The Company regularly evaluates the status of claims and legal proceedings in which it is involved in order to assess whether a loss is probable or there is a reasonable possibility that a loss may have been incurred, and to determine whether accruals are appropriate. The Company expenses legal costs as such costs are incurred. Civil Investigative Demands In July 2021, the Company received a civil investigative demand from the Attorney General for the State of Colorado under the Colorado Medicaid False Claims Act. The demand requests information and documents regarding Medicaid billing, patient services and referrals in connection with the Company’s PACE program in Colorado. We continue to fully cooperate with the Attorney General . 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 operated as of 2022 (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. We are currently unable to predict the outcome of this investigation. Stockholder Lawsuits On October 14, 2021, and subsequently amended on June 21, 2022, the Company was named as a defendant in a putative class action complaint filed in the District Court for the District of Colorado on behalf of individuals who purchased or acquired shares of the Company’s common stock during a specified period (the "Securities Action"). Through the complaint, plaintiffs are asserting claims against the Company, certain of the Company’s officers and directors, Apax Partners, L.P., Welsh, Carson, Anderson & Stowe and the underwriters in the Company’s IPO, alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 for making allegedly inaccurate and misleading statements and omissions in connection with the Company’s IPO and subsequent earnings calls and public filings, and seeking compensatory damages, among other things. On September 13, 2022, the Company and the officer and director defendants and Apax Partners, L.P. and Welsh, Carson, Anderson & Stowe filed a motion to dismiss the amended complaint for failure to state a claim upon which relief can be granted. On December 22, 2023, the District Court granted in part and denied in part the motion to dismiss. The action is now in discovery. On April 20, 2022, the Board of Directors of the Company received a books and records demand pursuant to Section 220 of the Delaware General Corporation Law, from a purported stockholder of the Company, Brian Hall, in connection with the stockholder’s investigation of, among other matters, potential breaches of fiduciary duty, mismanagement, self-dealing, corporate waste or other violations of law by the Company’s Board with respect to these matters. On May 15, 2023, Mr. Hall filed a lawsuit in the Delaware Court of Chancery asserting derivative claims for breach of fiduciary duty against certain of the Company’s current and former officers and directors generally relating to alleged failures by the defendants to take remedial actions to address the matters that resulted in sanctions by CMS at certain of the Company’s 87 centers, and alleged misstatements in the Company’s public filings relating to those matters. On June 28, 2023, upon stipulation of the parties, the court entered an order staying the litigation pending the resolution of the motion to dismiss in the Securities Action or upon fifteen days ’ notice by any party to the litigation. On January 22, 2024, upon stipulation of the parties, the court entered an order further staying the litigation pending the close of fact discovery in the Securities Action. We are currently unable to predict the outcome of these matters. Other Matters In the third fiscal quarter of 2023, the Company agreed to settle a wage and hour class action lawsuit in the State of California for a cash payment of $ 1.2 million. Subsequently, the Company was notified of certain additional individual claims and agreed to include such claims within the class. In October 2023, the Company agreed to increase the settlement amount to a total of $ 1.3 million, reflecting the additional individual claim. The Court entered the final approval of the settlement on April 2, 2024 and the payout occurred on June 7, 2024. The matter will remain open for 180 days to allow the class members to settle their checks, after which time the case is expected to officially close. Because the results of legal proceedings and claims are inherently unpredictable and uncertain, we are currently unable to predict whether the legal proceedings we are involved in will, either individually or in the aggregate, have a material adverse effect on our business, financial condition, or cash flows. The outcomes of legal proceedings and claims could be material to the Company’s operating results for any particular period, depending in part, upon the operating results of such period. Regardless of the outcome, litigation has the potential to have an adverse impact on us due to any related defense and settlement costs, diversion of management resources, and other factors. Note 10: 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. Year ended June 30, 2024 2023 in thousands Stock options $ 802 $ 1,010 Profits interests units 861 867 Restricted stock units 5,169 3,116 Total stock-based compensation expense $ 6,832 $ 4,993 2020 Equity Incentive Plan Profits Interests TCO Group Holdings, L.P. (the “LP”), the Company’s largest shareholder and prior to the IPO, the Company’s parent, maintains the TCO Group Holdings, L.P. Equity Incentive Plan (the “2020 Equity Incentive Plan”) pursuant to which interests in the LP in the form of Class B Units (profits interests) may be granted to employees, directors, consultants, advisers, and other services providers (including partners) of the LP or any of its affiliates, including the Company. A maximum number of 16,162,177 Class B Units are authorized for grant under the 2020 Equity Incentive Plan. Both performance-based and time-based units were issued under the plan. As of June 30, 2024, a total of 15,222,837 profits interests units have been granted under the 2020 Equity Incentive Plan. The Company used the Monte Carlo option model to determine the fair value of the granted profits interests units at the time of the grant. Expected stock price volatility is based on consideration of indications observed from several publicly traded peer companies. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the unit. The dividend yield percentage is zero because the Company neither currently pays dividends nor intends to do so during the expected term. The expected term of the units represents the time the units are expected to be outstanding. During the fiscal year ended June 30, 2024, a total of 2,213,700 Class B Units were awarded to the Company's 88 Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer. The assumptions under the Monte Carlo model related to the profits interests units for fiscal 2024, presented on a weighted-average basis, are provided below: 2024 Expected volatility 68.0 - 76.0 % Expected life (years) - time vesting units 2.7 - 3.1 Interest rate 4.23 - 4.57 % Dividend yield — Weighted-average fair value $ 1.59 - 2.17 Fair value of underlying stock $ 5.52 - 7.27 A summary of profits interests activity for the year ended June 30, 2024, was as follows: Time-based unit awards Number of units Weighted average grant date fair value Outstanding balance, June 30, 2023 1,264,337 $ 1.28 Granted 1,106,850 $ 6.21 Forfeited ( 380,679 ) $ 1.28 Vested ( 703,395 ) $ 1.28 Outstanding balance, June 30, 2024 1,287,113 $ 5.52 Performance-based unit awards Number of units Weighted average grant date fair value Outstanding balance, June 30, 2023 2,118,558 $ 0.57 Granted 1,106,850 $ 1.78 Forfeited ( 1,853,737 ) $ 0.57 Vested — $ — Outstanding balance, June 30, 2024 1,371,671 $ 1.55 The total unrecognized compensation cost related to profits interests units outstanding as of June 30, 2024 was $ 3.9 million, comprised (i) $ 1.8 million related to time-based unit awards expected to be recognized over a weighted-average period of 2.8 years and (ii) $ 2.1 million related to performance-based unit awards, which will be recorded when it is probable that the performance-based criteria will be met. 2021 Omnibus Incentive Plan In March 2021, the Compensation Committee of the Board of Directors approved the InnovAge Holding Corp. 2021 Omnibus Incentive Plan (“2021 Omnibus Incentive Plan”), pursuant to which various stock-based awards may be granted to employees, directors, consultants, and advisers. The total number of shares of the Company’s common stock authorized under the 2021 Omnibus Incentive Plan is 14,700,000 . The Company has issued time-based restricted stock units under this plan to its employees which generally(i) vested on March 4, 2023, the second anniversary of the grant date, or (ii) vest over a three-year period with one-third vesting on each anniversary of the date of grant. Certain other vesting periods have also been used. The grant date fair value of restricted stock units with time-based vesting is based on the closing market price of our common stock on the date of grant. Certain other awards, including units and stock options under this plan vest upon achieving specific share price performance criteria and are determined to have performance-based vesting conditions. The Company has also issued time-based vesting stock options under this plan to its employees which generally vest in equal parts over a three-year period. 89 Restricted Stock Units A summary of time-based vesting restricted stock units activity for the year ended June 30, 2024, was as follows: Restricted stock units - time based Number of awards Weighted average grant-date fair value per share Outstanding balance, June 30, 2023 1,873,794 $ 10.10 Forfeited ( 143,935 ) $ 5.49 Vested ( 720,326 ) $ 5.25 Granted 1,854,786 $ 4.84 Outstanding balance, June 30, 2024 2,864,319 $ 8.15 The total unrecognized compensation cost related to time-based restricted stock units outstanding as of June 30, 2024, was $ 11.3 million and is expected to be recognized over a weighted-average period of 2.0 years. A summary of performance-based vesting restricted stock units activity for the year ended June 30, 2024, was as follows: Restricted stock units - performance based Number of awards Weighted average grant-date fair value per share Outstanding balance, June 30, 2023 258,767 $ 5.18 Forfeited — $ — Vested — $ — Granted — $ — Outstanding balance, June 30, 2024 258,767 $ 5.18 The total unrecognized compensation cost related to performance-based vesting restricted stock units outstanding as of June 30, 2024, was $ 0.4 million and is expected to be recognized over a weighted-average period of 1.5 years. Nonqualified Stock Options A summary of time-based vesting stock option activity for the year ended June 30, 2024, was as follows: Stock options - time based Number of awards Weighted average grant-date fair value per share Outstanding balance, June 30, 2023 716,661 $ 1.43 Granted — $ — Forfeited ( 108,108 ) $ 0.31 Exercised ( 54,054 ) $ 0.19 Expired — $ — Outstanding balance, June 30, 2024 554,499 $ 1.77 Exercisable balance, June 30, 2024 346,560 $ 0.17 The total unrecognized compensation costs related to time-based vesting stock options outstanding as of June 30, 2024, was $ 0.09 million and is expected to be recognized over a weighted-average period of 1.4 years. 90 The fair value of the time-based stock options granted during the year ended June 30, 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 year ended June 30, 2024, was as follows: Stock options - performance based Number of awards Weighted average grant-date fair value per share Outstanding balance, June 30, 2023 776,299 $ 3.08 Granted — $ — Forfeited — $ — Vested — $ — Outstanding balance, June 30, 2024 776,299 $ 3.08 The total unrecognized compensation cost related to performance-based vesting stock options outstanding as of June 30, 2024, was $ 0.8 million and is expected to be recognized over a weighted-average period of 1.6 years. Note 11: Acquisitions On December 1, 2023, the Company acquired all of the issued and outstanding membership interests of two California-based PACE programs, ConcertoCare PACE of Bakersfield, LLC and ConcertoHealth PACE of Los Angeles, LLC (collectively "Concerto"), from Perfect Health, Inc. d/b/a ConcertoCare, a tech-enabled, value-based provider of at-home, comprehensive care for seniors and other adults with unmet health and social needs, for $ 23.9 million. We believe the Concerto acquisition complements our California PACE centers. The acquisition was funded through cash on hand. Results of operations from the acquired centers are included in our consolidated statements of operations for the year ended June 30, 2024 beginning with the date of acquisition and were not significant to our results. We incurred costs related to the acquisition of approximately $ 0.1 million during the year ended June 30, 2024. Acquisition related costs were expensed as incurred and have been recorded in corporate, general and administrative expenses in our consolidated statements of operations. The Concerto acquisition was accounted for using the purchase method of accounting. The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The fair values of assets acquired and liabilities assumed may change as the valuation of intangible assets, working capital adjustments, and overall purchase price allocation are being finalized. Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill recognized represents the 91 estimated future economic benefits arising from expected growth opportunities for the Company and is not deductible for income tax purposes. The following table presents a preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date: Preliminary allocation Measurement period adjustments Adjusted allocation in thousands Cash Consideration $ 23,916 $ — $ 23,916 Total Consideration $ 23,916 $ — $ 23,916 Accounts receivable, net $ 563 $ ( 124 ) $ 439 Prepaid expenses 330 739 1,069 Property and equipment, net 7,969 — 7,969 Operating lease assets 6,892 923 7,815 Goodwill 17,348 ( 1,616 ) 15,732 Deposits and other 343 — 343 Accounts payable and accrued expenses ( 353 ) 78 ( 275 ) Reported and estimated claims ( 111 ) — ( 111 ) Operating lease obligations ( 8,941 ) — ( 8,941 ) Finance lease obligations ( 124 ) — ( 124 ) Fair value of assets and liabilities $ 23,916 $ — $ 23,916 As of June 30, 2024, we recognized a measurement period adjustment for lease incentives related to tenant improvements. The adjustment resulted in an increase of $ 0.7 million to prepaid expenses and $ 0.9 million to operating lease assets, a decrease of $ 0.1 million to accounts receivable and $ 0.1 million to accounts payable and accrued expenses, and a corresponding decrease of $ 1.6 million to goodwill. Note 12: Income Taxes The Company’s effective income tax rate for the years ended June 30, 2024 and 2023 was ( 6.4 )% and 14.3 %, respectively, which differed from the amount computed by applying the applicable U.S. federal statutory corporate income tax rate of 21% in each period as a result of the following factors: Year ended June 30, 2024 2023 in thousands Statutory rate $ ( 4,581 ) $ ( 10,667 ) IRC Section 162(m) limitation (a) 504 588 Change in valuation allowance 6,543 4,297 Permanent adjustments 614 457 Prior year true-up and other ( 349 ) 157 Income from entities not subject to taxation 404 605 State tax ( 1,733 ) ( 2,678 ) Provision (benefit) for income taxes $ 1,402 $ ( 7,241 ) ___________________________________ (a) Reflects the permanent addback for the Section 162(m) limitation, which limits the deduction of compensation for the five highest paid officers to $ 1.0 million per officer. 92 Provision (benefit) for income taxes consisted of the following for the years ended June 30, 2024 and 2023: Year ended June 30, 2024 2023 in thousands Current: Federal $ — $ 3,709 State 178 575 Total current tax expense 178 4,284 Deferred: Federal 445 ( 10,263 ) State 779 ( 1,262 ) Total deferred tax expense 1,224 ( 11,525 ) Total provision (benefit) for income taxes $ 1,402 $ ( 7,241 ) The significant components of deferred tax assets and liabilities were as follows for the years ended June 30, 2024 and 2023: Year ended June 30, 2024 2023 in thousands Deferred tax assets: Amortization $ 573 $ 629 Federal net operating losses 22,873 17,147 State net operating losses 8,053 5,701 Provision for uncollectible accounts 1,755 1,114 Accrued vacation 469 835 Reported and estimated claims 1,505 1,164 Stock-based compensation 511 449 Accrued bonuses 1,180 582 Interest Expense 1,943 791 Lease liability 9,260 6,784 Total deferred tax assets 48,122 35,196 Valuation allowance ( 15,948 ) ( 8,347 ) Deferred tax assets, net of valuation allowance 32,174 26,849 Deferred tax liabilities: Goodwill ( 9,207 ) ( 6,697 ) Depreciation ( 16,288 ) ( 13,137 ) Equity investment ( 4,696 ) ( 5,019 ) Prepaid expenses ( 705 ) ( 1,792 ) ROU asset ( 8,684 ) ( 6,436 ) Other ( 54 ) ( 4 ) Total deferred tax liabilities ( 39,634 ) ( 33,085 ) Net deferred tax liability $ ( 7,460 ) $ ( 6,236 ) Carryforwards The Company had state net operating loss carryforwards of $ 185.8 million and $ 117.9 million at June 30, 2024 and 2023, respectively, which will begin to expire in 2037 if not utilized. Included in this is a city net operating loss which will 93 begin to expire in 2025 if not utilized. Additionally, the Company has federal net operating loss carryforwards of $ 108.9 million and $ 81.7 million as of June 30, 2024 and 2023, respectively which do not expire. Valuation Allowance The Company has provided $ 15.9 million and $ 8.3 million at June 30, 2024 and June 30, 2023, respectively, as a valuation allowance against its deferred tax assets for federal and state net operating losses and state 163(j) interest expense limitations where there is not sufficient positive evidence to substantiate that these deferred tax assets will be realized at a more-likely-than-not level of assurance. Other The Company had no uncertain tax positions at June 30, 2024 and 2023. The Company files income tax returns as a consolidated group, excluding SH1, InnovAge Sacramento, and InnovAge Orlando, in the U.S. federal jurisdiction and various states and is subject to examination by taxing authorities in all of those jurisdictions. From time to time, the Company’s tax returns are reviewed or audited by U.S. federal and various U.S. state-taxing authorities. The Company believes that adjustments, if any, resulting from these reviews or audits would not be material, individually or in the aggregate, to the Company’s consolidated financial position, results of operations, or liquidity. The Company is subject to income tax examinations by U.S. federal and state jurisdictions for the period ended June 30, 2021 and forward. The Company is subject to income tax examinations by California, Colorado and New Mexico state jurisdictions for the period ended June 30, 2020 and forward. Note 13: Related Parties PWD VIE . Pursuant to the PWD Amended and Restated Agreement of Limited Partnership, CCH helped fund operating deficits and shortfalls of PWD in the form of a loan (the “PWD Loan”). The PWD Loan did not accrue interest. Additionally, CCH was paid an administration fee of $ 35,000 per year. At June 30, 2023, $ 0.7 million was recorded in Deposits and other related to the PWD Loan. On March 13, 2024, PWD entered into a Purchase and Sale Agreement for the sale of all of PWD's property, including the Senior Housing unit. On May 2, 2024, PWD closed on the sale of its Senior Housing property for $ 9.5 million. Upon completion of the sale, PWD ceased providing senior housing services and was dissolved. Following the dissolution, the remaining proceeds from the sale were distributed in accordance with the partnership agreement and as otherwise agreed by the partners. The Company received net proceeds of $ 4.8 million in connection with the dissolution. 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 three operating segments, two of which are related to the Company’s PACE offering. The PACE-related operating segments are based on two geographic divisions, which are East and West. Due to the similar economic characteristics, nature of services, and customers, we have aggregated our East and West operating segments into one reportable segment for PACE. The Company’s remaining operating segment primarily relates to Senior Housing, which is an immaterial operating segment, and shown below as “Other” along with certain corporate unallocated expenses. As of June 30, 2024, the Company served approximately 7,020 PACE participants, making it the largest PACE provider in the U.S. based upon participants served, and operated 20 PACE centers across California, Colorado, Florida, New Mexico, Pennsylvania and Virginia. PACE is a fully-capitated managed care program, which serves the frail elderly, and predominantly dual-eligible, in a community-based service model. InnovAge provides all needed healthcare services through an all-inclusive, coordinated model of care and the Company is at risk for 100% of healthcare costs incurred with respect to the care of its participants. PACE programs receive capitation payments directly from Medicare Parts C and D, Medicaid, VA and private pay sources. Additionally, under the Medicare Prescription Drug Plan, CMS shares part of the risk for providing prescription medication to the Company’s participants. 94 The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability. The Company does not review assets by segment and therefore assets by segment are not disclosed below. For the periods presented, all of the Company’s long-lived assets were located in the United States and all revenue was earned in the United States. The CODM uses Center-level Contribution Margin as the measure for assessing performance of its operating segments. Center-level Contribution Margin is defined as total segment revenues less external provider costs and cost of care (excluding depreciation and amortization). The Company allocates corporate level expenses to its segments with a majority of the allocation going to the PACE segment. The following table summarizes the operating results regularly provided to the CODM by segment for the years ended June 30, 2024 and 2023: June 30, 2024 June 30, 2023 in thousands PACE All other (1) Totals PACE All other (1) Totals Capitation revenue $ 762,570 $ — $ 762,570 $ 686,836 $ — $ 686,836 Other service revenue 310 975 1,285 347 904 1,251 Total revenues 762,880 975 763,855 687,183 904 688,087 External provider costs 403,010 — 403,010 374,528 — 374,528 Cost of care, excluding depreciation and amortization 228,203 578 228,781 211,707 564 212,271 Center-Level Contribution Margin 131,667 397 132,064 100,948 340 101,288 Overhead costs (2) 136,284 10 136,294 135,264 — 135,264 Depreciation and amortization 18,477 473 18,950 14,959 460 15,419 Interest expense, net 3,845 178 4,023 1,342 180 1,522 Gain on cost and equity method investments ( 2,842 ) — ( 2,842 ) — — — Other income ( 2,542 ) — ( 2,542 ) ( 124 ) — ( 124 ) Loss Before Income Taxes $ ( 21,555 ) $ ( 264 ) $ ( 21,819 ) $ ( 50,493 ) $ ( 300 ) $ ( 50,793 ) ___________________________________ (1) Center-level Contribution Margin from a segment below the quantitative thresholds is attributable to the Senior Housing operating segment of the Company. This segment has never met any of the quantitative thresholds for determining reportable segments. (2) Overhead consists of the Sales and marketing and Corporate, general and administrative financial statement line items. Note 15: Earnings per Share Basic earnings (loss) per share (“EPS”) is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options and other equity awards, using the treasury stock method and the average market price of the Company’s common stock during the applicable period. When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. When net income from continuing operations exists, performance-based units, are omitted from the calculation of diluted EPS until it is determined that the performance criteria has been met at the end of the reporting period. As of June 30, 2024 and 2023, there were 1,035,066 performance-based awards excluded from the calculation of diluted EPS. 95 The following table sets forth the computation of basic and diluted net loss per common share: Year ended June 30, in thousands, except share values 2024 2023 Net loss attributable to InnovAge Holding Corp. $ ( 21,338 ) $ ( 40,673 ) Weighted average common shares outstanding (basic) 135,902,214 135,593,824 EPS (basic) $ ( 0.16 ) $ ( 0.30 ) Dilutive shares — — Weighted average common shares outstanding (diluted) 135,902,214 135,593,824 EPS (diluted) $ ( 0.16 ) $ ( 0.30 ) Note 16: Share Repurchase Program On June 14, 2024, our Board authorized up to $ 5.0 million of share repurchases. As of June 30, 2024, the Company had repurchased approximately 45,023 shares of its common stock for $ 0.2 million, of which 36,559 were placed in Treasury. Note 17: Subsequent Event The Company has evaluated subsequent events through September 10, 2024, the date on which the consolidated financial statements were issued. 96 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.