Tivity Health (TVTY) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

AXIA HEALTH MANAGEMENT, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Nine Month Period Ended September30, 2005

(Unaudited)

	Nine Month
	Period Ended
	September 30,
	2005
Revenues	$	48,130,090
Cost of services (exclusive of depreciation and
amortization shown separately below)		(21,478,281	)
Selling and general and administrative expenses		(17,448,949	)
Depreciation and amortization		(2,471,506	)
Interest expense		(2,545,882	)
Interest income		67,250
Other income		4,415
Net earnings before income taxes		4,257,137
Income tax provision		(2,463,363	)
Net earnings	$	1,793,774

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AXIA HEALTH MANAGEMENT, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Month Period Ended September30, 2005

Unaudited

	Nine Month
	Period Ended
	September 30,
	2005
CASH FLOWS FROM OPERATING
ACTIVITIES
Net earnings	$	1,793,774
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Depreciation and amortization of property		301,945
Amortization of intangible assets and loan origination costs		2,890,077
Deferred income taxes		(3,392,772	)
Increase (decrease) in cash resulting from changes in:
Accounts receivable		(4,720,123	)
Income taxes receivable		150,000
Inventory		(325,497	)
Prepaid expenses		(578,431	)
Deposits		279,024
Other current assets		(32,184	)
Accounts payable		2,231,007
Accrued expenses		586,715
Accrued interest on notes payable		102,885
Deferred revenue		634,521
Income taxes payable		1,285,100
Medical claims payable		914,746
Customer deposits		(68,614	)
Net cash provided by operating activities		2,052,173
CASH FLOWS FROM INVESTING
ACTIVITIES
Investment in certificate of deposit		(126,446	)
Purchases of subsidiaries, net of cash acquired		(32,730,746	)
Additional purchase cost of HCD		(2,996,909	)
Additional purchase cost of AWH		(100,000	)
Deposits to escrow		(4,200,000	)
Purchases of property and equipment		(925,416	)
Release of deposits in escrow		3,096,909
Net cash used in investing activities		(37,982,608	)

(Continued)

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AXIA HEALTH MANAGEMENT, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Nine Month Period Ended September30, 2005

Unaudited

	Nine Month
	Period Ended
	September 30,
	2005
CASH FLOWS FROM FINANCING
ACTIVITIES
Members’ capital contributions		15,549,500
Rollover membership interest		1,567,440
Payments made on notes payable		(3,520,000	)
Proceeds from issuance of notes payable		20,760,000
Net cash provided by financing activities		34,356,940
NET DECREASE IN CASH
AND CASH EQUIVALENTS		(1,573,495	)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD		2,939,840
CASH AND CASH EQUIVALENTS,
END OF PERIOD	$	1,366,345

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