Tivity Health (TVTY) 10-Q 4 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 30, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	TIVITY HEALTH, INC.
Entity Central Index Key	704,415
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		39,197,878
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 664	$ 1,602
Accounts receivable, net	66,942	50,424
Prepaid expenses	3,662	3,409
Other current assets	2,288	2,250
Cash convertible notes hedges, current	82,445	0
Income taxes receivable	0	426
Total current assets	156,001	58,111
Property and equipment:
Leasehold improvements	10,144	10,144
Computer equipment and related software	23,404	23,024
Furniture and office equipment	8,670	8,670
Capital projects in process	2,506	2,079
Property and equipment, gross	44,724	43,917
Less accumulated depreciation	(36,379)	(35,586)
Property and equipment, net	8,345	8,331
Other assets	6,646	6,688
Cash convertible notes hedges, long-term	0	48,361
Long-term deferred tax asset	57,129	59,562
Intangible assets, net	29,049	29,049
Goodwill, net	334,680	334,680
Total assets	591,850	544,782
Current liabilities:
Accounts payable	27,577	26,029
Accrued salaries and benefits	7,999	18,686
Accrued liabilities	38,215	33,623
Other current liabilities	364	397
Cash conversion derivative, current	82,445	0
Current portion of long-term debt	147,102	46,046
Current portion of long-term liabilities	5,831	7,582
Total current liabilities	309,533	132,363
Long-term debt	60,196	164,297
Cash conversion derivative, long-term	0	48,361
Other long-term liabilities	8,149	10,463
Stockholders' equity:
Preferred stock $.001 par value, 5,000,000 shares authorized, none outstanding	0	0
Common stock $.001 par value, 120,000,000 shares authorized, 39,188,902 and 38,933,580 shares outstanding, respectively	39	39
Additional paid-in capital	344,108	341,270
Accumulated deficit	(97,602)	(119,327)
Treasury stock, at cost, 2,254,953 shares in treasury	(28,182)	(28,182)
Accumulated other comprehensive loss	(4,391)	(4,502)
Total stockholders' equity	213,972	189,298
Total liabilities and stockholders' equity	$ 591,850	$ 544,782

CONSOLIDATED BALANCE SHEETS (U3

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	120,000,000	120,000,000
Common stock, shares outstanding (in shares)	39,188,902	38,933,580
Treasury stock (in shares)	2,254,953	2,254,953

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract]
Revenues		$ 140,970	$ 126,012
Cost of services (exclusive of depreciation and amortization of $657 and $1,530, respectively, included below)		102,399	91,377
Selling, general & administrative expenses		8,361	9,411
Depreciation and amortization		787	1,872
Restructuring and related charges		737	39
Operating income		28,686	23,313
Interest expense		3,834	4,105
Income before income taxes		24,852	19,208
Income tax expense		9,371	0
Net income from continuing operations		15,481	19,208
Loss from discontinued operations, net of income tax benefit		(220)	(33,105)
Net income (loss)		15,261	(13,897)
Less: net income (loss) attributable to non-controlling interest		0	312
Net income (loss) attributable to Tivity Health, Inc.		$ 15,261	$ (14,209)
Earnings (loss) per share attributable to Tivity Health, Inc. - basic:
Continuing operations (in dollars per share)		$ 0.40	$ 0.53
Discontinued operations (in dollars per share)		(0.01)	(0.93)
Net income (loss) (in dollars per share)	[1]	0.39	(0.39)
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted:
Continuing operations (in dollars per share)		0.38	0.52
Discontinued operations (in dollars per share)		(0.01)	(0.91)
Net income (loss) (in dollars per share)	[1]	$ 0.38	$ (0.39)
Comprehensive income (loss)		$ 15,372	$ (12,851)
Weighted average common shares and equivalents:
Basic (in shares)		39,069	36,109
Diluted (in shares)		40,541	36,861
[1]	Figures may not add due to rounding.

CONSOLIDATED STATEMENTS OF OPE5

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract]
Cost of services, depreciation and amortization	$ 657	$ 1,530

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract]
Net income (loss)	$ 15,261	$ (13,897)
Other comprehensive income, net of tax
Net change in fair value of interest rate swaps, net of tax	0	24
Foreign currency translation adjustment, net of tax	111	1,022
Total other comprehensive income, net of tax	111	1,046
Comprehensive income (loss)	$ 15,372	$ (12,851)

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2016	$ 0	$ 39	$ 341,270	$ (119,327)	$ (28,182)	$ (4,502)	$ 189,298
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income	0	0	0	15,261	0	111	15,372
Cumulative effect of a change in accounting principle - adoption of ASU 2016-09	0	0	74	6,464	0	0	6,538
Exercise of stock options	0	0	2,250	0	0	0	2,250
Tax effect of stock options and restricted stock units	0	0	(932)	0	0	0	(932)
Share-based employee compensation expense	0	0	1,446	0	0	0	1,446
Balance at Mar. 31, 2017	$ 0	$ 39	$ 344,108	$ (97,602)	$ (28,182)	$ (4,391)	$ 213,972

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income from continuing operations	$ 15,481	$ 19,208
Net loss from discontinued operations	(220)	(33,105)
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of business acquisitions:
Depreciation and amortization	793	12,746
Amortization of deferred loan costs	516	554
Amortization of debt discount	1,931	1,826
Share-based employee compensation expense	1,446	2,427
Loss on sale of TPHS business	310	0
Equity in income from joint ventures	0	(132)
Deferred income taxes	8,972	(191)
(Increase) decrease in accounts receivable, net	(16,459)	7,471
(Increase) decrease in other current assets	(441)	1,955
Increase (decrease) in accounts payable	1,337	(1,175)
Decrease in accrued salaries and benefits	(12,099)	(227)
Increase (decrease) in other current liabilities	2,642	(2,013)
Other	(1,185)	(1,734)
Net cash flows provided by operating activities	3,024	7,610
Cash flows from investing activities:
Acquisition of property and equipment	(1,234)	(6,450)
Investment in joint ventures	0	(453)
Other	0	(275)
Net cash flows used in investing activities	(1,234)	(7,178)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	109,975	131,500
Payments of long-term debt	(115,465)	(136,084)
Payments related to tax withholding for share-based compensation	(885)	(213)
Exercise of stock options	2,250	0
Change in cash overdraft and other	1,155	4,600
Net cash flows used in financing activities	(2,970)	(197)
Effect of exchange rate changes on cash	242	989
Less: net increase in discontinued operations cash and cash equivalents	0	588
Net (decrease) increase in cash and cash equivalents	(938)	636
Cash and cash equivalents, beginning of period	1,602	233
Cash and cash equivalents, end of period	$ 664	$ 869

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Basis of Presentation [Abstract]
Basis of Presentation	1. Basis of Presentation Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). In our opinion, the accompanying consolidated financial statements of Tivity Health, Inc. and its wholly-owned subsidiaries (collectively, "Tivity Health," the "Company," or such terms as "we," "us," or "our") reflect all adjustments consisting of normal, recurring accruals necessary for a fair statement. We have reclassified certain items in prior periods to conform to current classifications. Our results from continuing operations do not include the results of the total population health services ("TPHS") business, which we sold effective July 31, 2016. The TPHS business included our partnerships with Blue Zones, LLC and Dr. Dean Ornish (the Blue Zones Project by Healthways™ and Dr. Dean Ornish's Program for Reversing Heart Disease™, respectively), our joint venture with Gallup, Inc. ("Gallup"), Navvis Healthcare, LLC ("Navvis"), MeYou Health, LLC ("MeYou Health"), and our international operations, including our joint venture with . Results of operations for the TPHS business have been classified as discontinued operations for all periods presented in the accompanying Consolidated Financial Statements. See Note 3 for further information. On March 11, 2015, we formed a joint venture with SulAmérica, one of the largest independent insurers in Brazil, to sell total population health services to the Brazilian market. With its contribution, SulAmérica acquired a 49% interest in the joint venture, Healthways Brasil Servicos de Consultoria LTDA ("Healthways Brazil"). We determined that our interest in Healthways Brazil represented a controlling financial interest and, therefore, prior to selling the TPHS business, consolidated the financial statements of Healthways Brazil and presented a non-controlling interest for the portion owned by SulAmérica. The net assets and results of operations of Healthways Brazil were part of the sale of the TPHS business and are included within discontinued operations in the accompanying Consolidated Financial Statements. We have omitted certain financial information that is normally included in financial statements prepared in accordance with U.S. GAAP but that is not required for interim reporting purposes. You should read the accompanying consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Recent Relevant Accounting Stan

Recent Relevant Accounting Standards	3 Months Ended
	Mar. 31, 2017
Recent Relevant Accounting Standards [Abstract]
Recent Relevant Accounting Standards	2. Recent Relevant Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, which creates Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC Topic 606") and supersedes ASC Topic 605, "Revenue Recognition." The provisions of ASC Topic 606 provide for a single comprehensive principles-based standard for the recognition of revenue across all industries and expanded disclosure about the nature, amount, timing and uncertainty of revenue, as well as certain additional quantitative and qualitative disclosures. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those years. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method. We are currently conducting analysis to quantify the adoption impact of the provisions of the new standard and evaluating our current contracts and revenue streams. The FASB has issued, and may issue in the future, interpretive guidance which may cause our evaluation to change. We believe we are following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective January 1, 2018. In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, provide certain footnote disclosures. This ASU is effective for annual periods ending after December 15, 2016, including interim reporting periods thereafter. We adopted this ASU in the fourth quarter of 2016, and it did not have an impact on our financial statements or footnote disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases" In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which we adopted on January 1, 2017. ASU 2016-09 requires all income tax effects of share-based awards to be recognized in the income statement, which were previously presented as a component of shareholders' equity, on a prospective basis. In addition, any excess tax benefits that were not previously recognized because the related tax deduction had not reduced current taxes payable are to be recorded on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption, which resulted in an increase of $6.5 million to our retained earnings as of January 1, 2017. Regarding the statement of cash flows, the standard requires the presentation of excess tax benefits as an operating activity rather than as a financing activity and that cash paid by the Company when directly withholding shares for tax withholding purposes be classified as a financing activity on a retrospective basis. The standard also allows for an accounting policy election to estimate the number of awards that are expected to vest or to account for forfeitures when they occur. We elected to account for forfeitures as they occur, which did not result in a material cumulative effect adjustment to our retained earnings as of January 1, 2017. Finally, the standard no longer allows windfall tax benefits to be included in the assumed proceeds when applying the treasury stock method for computing diluted earnings per share ("EPS"), which results in share-based awards having a more dilutive effect on EPS. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows" (Topic 230) ("ASU 2016-15"). ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective in the first quarter of 2018, with early adoption permitted, and is to be applied using a retrospective approach. We are currently evaluating the potential effects of adopting the provisions of ASU 2016-15. In January 2017, the FASB issued ASU No. 2017-04, "

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2017
Discontinued Operations [Abstract]
Discontinued Operations	3. Discontinued Operations On July 27, 2016, we entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Sharecare, Inc. ("Sharecare") and Healthways SC, LLC ("Healthways SC"), a newly formed Delaware limited liability company and wholly owned subsidiary of the Company, pursuant to which Sharecare acquired the TPHS business, which closed effective July 31, 2016 ("Closing"). At Closing, Sharecare delivered to the Company an Adjustable Convertible Equity Right (the "ACER") with an initial face value of $30.0 million, which will be convertible into shares of common stock of Sharecare 24 months after the Closing at an initial conversion price of $249.87 per share, subject to customary adjustment for stock splits, stock dividends and other reorganizations of Sharecare. Additionally, pursuant to the Purchase Agreement, we paid Sharecare $25.0 million in cash at Closing to fund projected losses of the TPHS business during the year following Closing (the "Transition Year"). Pursuant to Sharecare's acquisition of the TPHS business, our ownership interest in the joint venture with Gallup (the "Gallup Joint Venture") was transferred to Sharecare. We agreed with Sharecare to be responsible for two-thirds of the remaining payment obligations in respect of the purchase price to be paid in connection with Sharecare's acquisition of additional membership interest in the Gallup Joint Venture. This obligation is currently expected to result in aggregate payments by us of approximately $4.2 million, payable in five equal quarterly installments that began in the fourth quarter of 2016 and will end in the fourth quarter of 2017. As of March 31, 2017, this obligation totaled $2.5 million and was included in accrued liabilities. The Purchase Agreement provided for post-closing adjustments based on (i) net working capital (which is expected to result in an increase in the face amount of the ACER due to a net working capital surplus, as further discussed below), (ii) negative cash flows of the TPHS business during the Transition Year in excess of $25.0 million (which may result in a reduction in the face amount of the ACER up to a maximum reduction of $20.0 million), and (iii) any successful claims for indemnification by Sharecare (which may result in a reduction in the face amount of the ACER, unless the Company elects, in its sole discretion, to satisfy any such successful claims with cash payments). We recorded the ACER net of the $20.0 million face value maximum negative cash flow adjustment, or $10.0 million face value, at its estimated fair value of $2.7 million as of Closing. We have classified this amount as an equity receivable included in other assets. We will record the $20.0 million face value contingent portion of the ACER at its estimated fair value as of the date the contingency is resolved, expected to be approximately 12 months from Closing. As of March 31, 2017, we recorded an estimate of the net working capital adjustment (a surplus), which resulted in an estimated fair value of the ACER of $5.4 million. The working capital adjustment is subject to a review process, which is currently underway . The terms of the Purchase Agreement also impacted other existing contractual commitments, including the elimination of the minimum fee requirements under our technology services outsourcing agreement with HP Enterprise Services, LLC. The following table presents financial results of the TPHS business included in "loss from discontinued operations" for the three months ended March 31, 2017 and 2016. Three Months Ended March 31, (In thousands) 2017 2016 Revenues $ — $ 63,205 Cost of services 220 72,625 Selling, general & administrative expenses 137 7,061 Depreciation and amortization — 10,874 Restructuring and related charges — 5,702 Equity in income from joint ventures — 132 Pretax loss on discontinued operations $ (357 ) $ (32,925 ) Pretax loss on sale of TPHS business (310 ) — Total pretax loss on discontinued operations $ (667 ) $ (32,925 ) Income tax (benefit) expense (447 ) 180 Loss from discontinued operations, net of income tax benefit $ (220 ) $ (33,105 ) The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: Three Months Ended March 31, (In thousands) 2017 2016 Depreciation and amortization on discontinued operations $ — $ 10,874 Capital expenditures on discontinued operations — 5,420 Share-based compensation on discontinued operations — 768

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2017
Share-Based Compensation [Abstract]
Share-Based Compensation	4. Share-Based Compensation We currently have four types of share-based awards outstanding to our employees and directors: stock options, restricted stock units, restricted stock and market stock units. We believe that our share-based awards align the interests of our employees and directors with those of our stockholders. We recognize share-based compensation expense for the market stock units if the requisite service period is rendered, even if the market . A summary of our stock options as of March 31, 2017 and the changes during the three months then ended is presented below: Options Shares (In thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2017 1,024 $ 14.02 Granted — — Exercised (181 ) 12.36 Forfeited — — Expired (45 ) 45.36 Outstanding at March 31, 2017 798 $ 12.63 4.7 $ 13,139 Exercisable at March 31, 2017 732 $ 12.33 4.5 $ 12,275 The following table shows a summary of our restricted stock and restricted stock units as of March 31, 2017 , Restricted Stock and Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 939 $ 13.11 Granted 4 27.97 Vested (98 ) 10.47 Forfeited (37 ) 11.70 Nonvested at March 31, 2017 808 $ 13.57 The following table shows a summary of our market stock units as of March 31, 2017 , Market Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 406 $ 8.75 Granted — — Vested (8 ) 5.46 Forfeited (25 ) 5.95 Nonvested at March 31, 2017 373 $ 9.01

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Taxes [Abstract]
Income Taxes	5. Income Taxes For the three months ended March 31, 2017, we had an effective income tax rate from continuing operations of 37.7%. For the three months ended March 31, 2016, we followed the At March 31, 2017, we had approximately $160.5 million of federal loss carryforwards and approximately $191.2 million of state loss carryforwards. We file income tax returns in the U.S. Federal jurisdiction and in various state and foreign jurisdictions. Our 2014 federal income tax return is currently under IRS examination. Tax years remaining subject to examination in the U.S. Federal jurisdiction include 2013 to present.

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2017
Long-Term Debt [Abstract]
Long-Term Debt	6. Long-Term Debt The Company's long-term debt, net of unamortized deferred loan costs, consisted of the following at March 31, 2017 and December 31 , (In thousands) March 31, 2017 December 31, 2016 Cash Convertible Notes, net of unamortized discount $ 139,790 $ 137,859 Prior Credit Agreement: Term Loan 55,000 60,000 Revolver 13,250 13,500 Capital lease obligations and other 1,029 1,270 209,069 212,629 Less: deferred loan costs (1,771 ) (2,286 ) 207,298 210,343 Less: current portion (147,102 ) (46,046 ) $ 60,196 $ 164,297 Credit Facility On June 8, 2012, we entered into the Fifth Amended and Restated Revolving Credit and Term Loan Agreement (as amended, the "Prior Credit Agreement"). The Prior Credit Agreement provided us with a $125 million revolving credit facility that includes a swingline sub facility of $20 million and a $75 million sub facility for letters of credit. The Prior Credit Agreement also provided a $200 million term loan facility, $55 million of which remained outstanding at March 31, 2017, and an uncommitted incremental accordion facility of $100 million. On April 21, 2017, we entered into a new revolving credit and term loan agreement, as described in detail below. Borrowings under the Prior Credit Agreement generally bore interest at variable rates based on a margin or spread in excess of either (1) the one-month, two-month, three-month or six-month rate (or with the approval of affected lenders, nine-month or twelve-month rate) for Eurodollar deposits ("LIBOR", which may not be less than zero), or (2) the greatest of (a) the SunTrust Bank prime lending rate, (b) the federal funds rate plus 0.50% and (c) one-month LIBOR plus 1.00% (the "Base Rate"), as selected by the Company. The LIBOR margin varied between 1.75% and 3.00%, and the Base Rate margin varied between 0.75% and 2.00%, depending on our leverage ratio. The Prior Credit Agreement also provided for an annual fee ranging between 0.30% and 0.50% of the unused commitments under the revolving credit facility. Extensions of credit under the Prior Credit Agreement were secured by guarantees from all of the Company's active domestic subsidiaries and by security interests in substantially all of the Company's and such subsidiaries' assets. On August 4, 2016, we entered into the Eighth Amendment to the Prior Credit Agreement (the "Eighth Amendment"). The Eighth Amendment extended the expiration date of the revolving credit facility and the maturity date of the term loan facility under the Prior Credit Agreement from June 8, 2017 to June 8, 2018 (the "Extended Maturity Date"). The Eighth Amendment contemplated that some lenders might not agree to the Extended Maturity Date and preserved June 8, 2017 as the non-extended maturity date (the "Non-Extended Maturity Date") for such lenders. Lenders holding $45.3 million of the revolving commitments and $25.4 million of outstanding term loans as of August 4, 2016 did not consent to the Extended Maturity Date. On the Non-Extended Maturity Date, the revolving commitments of non-consenting revolving lenders will terminate and any outstanding term loans and revolving loans owed to non-consenting lenders must be paid in full. The outstanding revolving loans under the revolving credit facility held by consenting lenders must be paid in full on June 8, 2018. We are required to repay term loans in quarterly principal installments aggregating 2.50% of the original aggregate principal amount of the term loans ($5.0 million) during each of the remaining quarters prior to maturity on June 8, 2018, at which time the entire unpaid principal balance of the term loans held by consenting lenders is due and payable. As of March 31, 2017, availability under the revolving credit facility totaled $104.3 million. On April 21, 2017, we entered into a new Revolving Credit and Term Loan Agreement (the "Credit Agreement") with a group of lenders, which replaced the Prior Credit Agreement. The Credit Agreement provides us with (1) a $100 million revolving credit facility that includes a $25 million sublimit for swingline loans and a $75 million sublimit for letters of credit, (2) a $70 million term loan A facility, (3) a $150 million delayed draw term loan facility, and (4) an uncommitted incremental accordion facility of $100 million. We used the proceeds of the term loan A and cash on hand to repay all of the outstanding indebtedness under the Prior Credit Agreement and to pay transaction costs and expenses. Proceeds of revolving loans and delayed draw term loans may be used to repay outstanding indebtedness (including amounts payable upon or in respect of any conversion of the Cash Convertible Notes discussed below and the repayment of any revolving loans borrowed for such purposes), to finance working capital needs, to finance acquisitions, to finance the repurchase of our common stock, to finance capital expenditures and for other general corporate purposes of the Company and its subsidiaries. Delayed draw term loans may not be borrowed after July 2, 2018. We are required to repay outstanding revolving loans in full on April 21, 2022. We are required to repay the term loan A in quarterly principal installments aggregating (1) $875,000 each for the first twelve quarters following the closing, and (2) $1,312,500 each for the remaining quarters prior to maturity on April 21, 2022. We are required to repay the delayed draw term loans in quarterly principal installments calculated as follows: (1) for each of the first twelve quarters following the closing, 1.250% of the aggregate principal amount of the delayed draw term loans funded as of the last day of the immediately preceding quarter; and (2) for each of the remaining quarters prior to maturity on April 21, 2022, 1.875% of the aggregate principal amount of the delayed draw term loans funded as of the last day of the immediately preceding quarter. At maturity on April 21, 2022, the entire unpaid principal balances of the term loan A and the delayed draw term loans are due and payable. As a result of entering into the Credit Agreement, as of March 31, 2017 we reclassified $37.3 million from current liabilities to long-term debt; this amount was due within one year from March 31, 2017 under the Prior Credit Agreement. Borrowings under the Credit Agreement generally bear interest at variable rates based on a margin or spread in excess of either (1) the one-month, two-month, three-month or six-month LIBOR rate (or with the approval of affected lenders, the twelve-month LIBOR rate), which may not be less than zero, or (2) the greatest of (a) the SunTrust Bank prime lending rate, (b) the federal funds rate plus 0.50%, and (c) one-month LIBOR plus 1.00% (the "Base Rate"), as selected by the Company. The LIBOR margin varies between 1.50% and 2.75%, and the Base Rate margin varies between 0.50% and 1.75%, depending on our net leverage ratio. The Credit Agreement also provides for annual fees ranging between 0.20% and 0.50% of the unused commitments under the revolving credit facility and the delayed draw term loan facility. Extensions of credit under the Credit Agreement are secured by guarantees from all of the Company's active material subsidiaries and by security interests in substantially all of the Company's and such subsidiaries' assets. Each of the Prior Credit Agreement and the Credit Agreement contains financial covenants that require us to maintain, as defined, specified ratios or levels of (1) funded debt to EBITDA and (2) fixed charge coverage. The Prior Credit Agreement and the Credit Agreement also contain various other affirmative and negative covenants that are typical for financings of this type. Among other things, they limit repurchases of our common stock and the amount of dividends that we can pay to holders of our common stock. 1.50% Cash Convertible Senior Notes Due 2018 On July 16, 2013, we completed the issuance of $150.0 million aggregate principal amount of cash convertible senior notes due 2018 (the "Cash Convertible Notes"), which bear interest at a rate of 1.50% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2014. The Cash Convertible Notes will mature on July 1, 2018, unless earlier repurchased or converted into cash in accordance with their terms prior to such date. At the option of the holders, the Cash Convertible Notes are convertible into cash based on the conversion rate set forth below only upon occurrence of certain triggering events as defined in the Indenture dated as of July 8, 2013 by and between the Company and U.S. Bank National Association, none of which had o ccurred as of December 31, 2016 and one of which had occurred as of March 31, 2017, as further detailed below. Accordingly, we have classified the Cash Convertible Notes as long-term debt at December 31, 2016 and as current liabilities at March 31, 2017 The Cash Convertible Notes become convertible into cash during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to approximately $25.30 per share ("Trading Price Condition"). The Trading Price Condition was satisfied on March 17, 2017 for the calendar quarter ending March 31, 2017, and accordingly, the Convertible Notes will be convertible at any time at the option of the holders during the period from April 1, 2017 through June 30, 2017. The initial cash conversion rate is 51.3769 shares of the Company's common stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of $19.4640 per share of common stock). The settlement on any Convertible Notes surrendered for conversion during this period will occur on the third business day following the end of the applicable "Observation Period" with respect to such conversion (i.e., the period that begins on the date that a holder surrendered the Convertible Notes for conversion in accordance with the requirements of the indenture and ends on the 80th consecutive trading day following such date). The indenture requires the Company to satisfy the entire settlement amount for any conversions (determined in accordance with the provisions of the indenture) in cash, and the notes are not convertible into the Company's common stock or any other securities under any circumstances. The Cash Convertible Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Cash Convertible Notes. As a result of this transaction, we recognized deferred loan costs of approximately $3.9 million, which are being amortized over the term of the Cash Convertible Notes using the effective interest method. The cash conversion feature of the Cash Convertible Notes is a derivative liability (the "Cash Conversion Derivative") that requires bifurcation from the Cash Convertible Notes in accordance with FASB ASC Topic 815, "Derivatives and Hedging" ("ASC Topic 815"), and is carried at fair value. At December 31, 2016, because the Cash Convertible Notes were classified as long-term debt, the Cash Conversion Derivative was classified as long-term liabilities. Due to the satisfaction of the Trading Price Condition in March 2017 and the resulting classification of the Cash Convertible Notes as a current liability at March 31, 2017, the Cash Conversion Derivative is recorded in current liabilities at March 31, 2017. The fair value of the Cash Conversion Derivative at the time of issuance of the Cash Convertible Notes was $36.8 million, which was recorded as a debt discount for purposes of accounting for the debt component of the Cash Convertible Notes. The debt discount is being amortized over the term of the Cash Convertible Notes using the effective interest method. For the three months ended March 31, 2017, we recorded $1.9 million of interest expense related to the amortization of the debt discount based upon an effective interest rate of 5.7%. The net carrying amount of the Cash Convertible Notes at March 31, 2017 and December 31, 2016 was $139.8 million and $137.9 million, respectively, net of the unamortized discount of $10.2 million and $12.1 million, respectively. In connection with the issuance of the Cash Convertible Notes, we entered into privately negotiated convertible note hedge transactions (the "Cash Convertible Notes Hedges"), which are cash-settled and are intended to reduce our exposure to potential cash payments that we would be required to make if holders elect to convert the Cash Convertible Notes at a time when our stock price exceeds the conversion price. The initial cost of the Cash Convertible Notes Hedges was $36.8 million. At December 31, 2016, because the Cash Convertible Notes were classified as long-term debt, the Cash Convertible Notes Hedges were classified as long-term assets. Due to the satisfaction of the Trading Price Condition in March 2017 and the resulting classification of the Cash Convertible Notes as a current liability at March 31, 2017, the Cash Convertible Notes Hedges are classified in current assets at March 31, 2017. The Cash Convertible Notes Hedges are recorded as a derivative asset under ASC Topic 815 and are carried at fair value. See Note 9 for additional information regarding the Cash Convertible Notes Hedges and the Cash Conversion Derivative and their fair values. In July 2013, we also sold separate privately negotiated warrants (the "Warrants") initially relating, in the aggregate, to a notional number of shares of our common stock underlying the Cash Convertible Notes Hedges. The Warrants have an initial strike price of approximately $25.95 per share, which effectively increases the conversion price of the Cash Convertible Notes to a 60% premium to our stock price on July 1, 2013. The Warrants will be net share settled by issuing a number of shares of our common stock per Warrant corresponding to the excess of the market price per share of our common stock (as measured on each warrant exercise date under the terms of the Warrants) over the applicable strike price of the Warrants. The Warrants meet the definition of derivatives under the guidance in ASC Topic 815; however, because these instruments have been determined to be indexed to our own stock and meet the criteria for equity classification under ASC Topic 815, the Warrants have been accounted for as an adjustment to our additional paid-in-capital. When the market value per share of our common stock exceeds the strike price of the Warrants, the Warrants have a dilutive effect on net income per share, and the "treasury stock" method is used in calculating the dilutive effect on earnings per share. See Note 10 for additional information on such dilutive effect.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Summary We are subject to contractual disputes, claims and legal proceedings that arise from time to time in the ordinary course of our business . , . , Contractual Commitments In October 2012, we entered into the Gallup Joint Venture that required us to make payments over a five year period beginning January 2013. Pursuant to Sharecare's acquisition of the TPHS business, our ownership interest in the Gallup Joint Venture was transferred to Sharecare. We agreed with Sharecare to be responsible for two-thirds of the remaining payment obligations in respect of the purchase price to be paid in connection with Sharecare's acquisition of additional membership interest in the Gallup Joint Venture. This obligation is currently expected to result in aggregate payments by us of approximately $4.2 million, payable in five equal quarterly installments that began in the fourth quarter of the 2016 calendar year and will end in the fourth quarter of 2017. As of March 31, 2017, this obligation totaled $2.5 million and was included in accrued liabilities. The financial impact of the strategic relationship with Gallup and the Gallup Joint Venture are reflected in discontinued operations for all periods presented as each of these were a part of the TPHS business.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
Fair Value Measurements [Abstract]
Fair Value Measurements	8. Fair Value Measurements We account for certain assets and liabilities at fair value . Fair Value Hierarchy The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market . . Level 1: Quoted prices in active markets for identical assets or liabilities; Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model - Level 3: Unobservable inputs that are supported by little or no market activity and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents our assets and liabilities measured at fair value on a recurring basis at March 31, 2017 and March 31 , (In thousands) March 31, 2017 December 31, 2016 Level 3: Assets: Cash Convertible Notes Hedges $ 82,445 $ 48,361 Liabilities: Cash Conversion Derivative $ 82,445 $ 48,361 The fair values of the Cash Convertible Notes Hedges and the Cash Conversion Derivative are measured using Level 3 inputs because these instruments are not actively traded. They are valued using an option pricing model that uses observable and unobservable market data for inputs, such as expected time to maturity of the derivative instruments , , , , , The following table presents our financial instruments measured at fair value on a recurring basis using unobservable inputs (Level 3): (In thousands) Balance at December 31, 2016 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains (Losses) Included in Earnings Balance at March 31, 2017 Cash Convertible Notes Hedges $ 48,361 $ — $ — $ 34,084 $ 82,445 Cash Conversion Derivative (48,361 ) — — (34,084 ) (82,445 ) The gains and losses included in earnings noted above represent the change in the fair value of these financial instruments and are recorded each period in the consolidated statements of operations. The gains and losses on the Cash Convertible Notes Hedges and Cash Conversion Derivative are recorded as selling, general and administrative expenses. Fair Value of Other Financial Instruments In addition to the Cash Convertible Notes Hedges and the Cash Conversion Derivative , , 0 Cash and cash equivalents – The carrying amount of $ 0. Long-term debt – The estimated fair value of outstanding borrowings under the Prior . The revolving credit facility and the term loan facility are not actively traded and therefore are classified as Level 2 valuations based on the market for similar instruments. The estimated fair value is based on the average of the prices set by the issuing bank given current market conditions and is not necessarily indicative of the amount we could realize in a current market exchange. The estimated fair value and carrying amount of outstanding borrowings under the Prior Credit Agreement at March 31 , 0 . . The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair value at March 31, 2017 was $226 . . .

Derivative Investments and Hedg

Derivative Investments and Hedging Activities	3 Months Ended
	Mar. 31, 2017
Derivative Investments and Hedging Activities [Abstract]
Derivative Investments and Hedging Activities	9. Derivative Instruments and Hedging Activities We use derivative instruments to manage risks related to interest (through December 30, 2016), the Cash Convertible Notes, and, prior to the sale of the TPHS business, foreign currencies. We account for derivatives in accordance with ASC Topic 815, which establishes accounting and reporting standards requiring that certain derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivative's fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. As permitted under our master netting arrangements, the fair value amounts of our prior interest rate swaps and foreign currency options and/or forward contracts are presented on a net basis by counterparty in the consolidated balance sheets. Derivative Instruments Designated as Hedging Instruments Cash Flow Hedges Derivative instruments that are designated and qualify as cash flow hedges are recorded at estimated fair value in the consolidated balance sheets , . , . , , 0 . . The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the three months ended March 31, 2017 and 2 0 (In thousands) For the Three Months Ended Derivatives in Cash Flow Hedging Relationships March 31, 2017 March 31, 2016 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect — $ 92 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect — $ (133 ) Gains and losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the three months ended March 31, 2017 and 2 0 Derivative Instruments Not Designated as Hedging Instruments Our Cash Conversion Derivative, Cash Convertible Notes Hedges and, prior to July 31, 2016 , , . . The Cash Conversion Derivative is accounted for as a derivative liability and carried at fair value. In order to offset the risk associated with the Cash Conversion Derivative, we entered into Cash Convertible Notes Hedges, which are cash-settled and are intended to reduce our exposure to potential cash payments that we would be required to make if holders elect to convert the Cash Convertible Notes at a time when our stock price exceeds the conversion price. The Cash Convertible Notes Hedges are accounted for as a derivative asset and carried at fair value. The gains and losses resulting from a change in fair values of the Cash Conversion Derivative and the Cash Convertible Notes Hedges are reported in the consolidated statements of operations. Three Months Ended March 31, (In thousands) 2017 2016 Statements of Operations Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ 34,084 $ (7,603 ) Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized (loss) gain $ (34,084 ) $ 7,603 Selling, general and administrative expenses Prior to the sale of the TPHS business, we also entered into foreign currency options and/or forward contracts in order to minimize our earnings exposure to fluctuations in foreign currency exchange rates. Our foreign currency exchange contracts required current period mark-to-market accounting, with any change in fair value being recorded each period in the consolidated statements of operations in selling, general and administrative expenses. We do not execute transactions or hold derivative financial instruments for trading or other purposes. Financial Instruments The estimated fair values of derivative instruments at March 31, 2017 and December 31, 2 0 (In thousands) March 31, 2017 December 31, 2016 Assets: Derivatives not designated as hedging instruments: Cash convertible notes hedges, current $ 82,445 $ — Cash convertible notes hedges, long-term — 48,361 Liabilities: Derivatives not designated as hedging instruments: Cash conversion derivative, current $ 82,445 $ — Cash conversion derivative, long-term — 48,361 See Note 8 for more information on fair value measurements.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2017
Earnings (Loss) Per Share [Abstract]
Earnings (Loss) Per Share	10. Earnings (Loss) Per Share The following is a reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share for the three months ended March 31, 2017 and 2016: (In thousands except per share data) Three Months Ended March 31, 2017 2016 Numerator: Net income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share $ 15,481 $ 19,208 Net loss from discontinued operations attributable to Tivity Health, Inc. - numerator for loss per share (220 ) (33,417 ) Net income (loss) attributable to Tivity Health, Inc. - numerator for earnings (loss) per share $ 15,261 (14,209 ) Denominator: Shares used for basic income (loss) per share 39,069 36,109 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 442 165 Restricted stock units 611 426 Market stock units 293 161 Warrants related to Cash Convertible Notes 126 — Shares used for diluted income (loss) per share 40,541 36,861 Earnings (loss) per share attributable to Tivity Health, Inc. - basic: Continuing operations $ 0.40 $ 0.53 Discontinued operations $ (0.01 ) $ (0.93 ) Net income (loss) (1) $ 0.39 $ (0.39 ) Earnings (loss) per share attributable to Tivity Health, Inc. - diluted: Continuing operations $ 0.38 $ 0.52 Discontinued operations $ (0.01 ) $ (0.91 ) Net income (loss) (1) $ 0.38 $ (0.39 ) Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options 16 1,486 Restricted stock units 18 679 Warrants related to Cash Convertible Notes — 7,707 CareFirst Convertible Note — 892 CareFirst Warrants — 591 (1) Figures may not add due to rounding.

Accumulated OCI

Accumulated OCI	3 Months Ended
	Mar. 31, 2017
Accumulated OCI [Abstract]
Accumulated OCI	11. Accumulated OCI The following tables summarize the changes in accumulated OCI, net of tax, for the three months ended March 31, 2017 and 2016: (In thousands) Foreign Currency Translation Adjustments Accumulated OCI, net of tax, as of January 1, 2017 $ (4,502 ) Other comprehensive income before reclassifications, net of tax of $36 111 Accumulated OCI, net of tax, as of March 31, 2017 $ (4,391 ) (In thousands) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2016 $ (239 ) $ (4,000 ) $ (4,239 ) Other comprehensive income (loss) before reclassifications, net of tax of $37 and $0, respectively (56 ) 1,022 966 Amounts reclassified from accumulated OCI, net of tax 80 — 80 Net increase in other comprehensive income (loss), net of tax 24 1,022 1,046 Accumulated OCI, net of tax, as of March 31, 2016 $ (215 ) $ (2,978 ) $ (3,193 ) The following table provides details about reclassifications out of accumulated OCI for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, Statement of Operations (In thousands) 2017 2016 Classification Interest rate swaps $ — $ 133 Interest expense — (53 ) Income tax benefit $ — $ 80 Net of tax See Note 9 for further discussion of our interest rate swaps.

Restructuring and Related Charg

Restructuring and Related Charges	3 Months Ended
	Mar. 31, 2017
Restructuring and Related Charges [Abstract]
Restructuring and Related Charges	12. Restructuring and Related Charges In the third quarter of 2015, we began developing our reorganization and cost rationalization plan (the "2015 Restructuring Plan") that commenced in October 2015, which was intended to improve efficiency and deliver greater value to our customers and stakeholders. Completion of the 2015 Restructuring Plan occurred with the completion of the sale of the TPHS business in July 2016. We incurred a total of approximately $24 million in restructuring charges related to the 2015 Restructuring Plan, substantially all of which resulted in or will result in cash expenditures. The following table shows the costs incurred for the three months ended March 31, 2017 related to our 2015 Restructuring Plan and other restructuring costs: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Accrued restructuring and related charges liability as of January 1, 2017 $ 4,242 $ 63 $ 4,305 Restructuring charges — — — Payments (717 ) (3 ) (720 ) Adjustments (2) 41 — 41 Accrued restructuring and related charges liability as of March 31, 2017 $ 3,566 $ 60 $ 3,626 (1) (2) consist primarily of foreign currency translation adjustments In the third quarter of 2016, we began the reorganization of our corporate support infrastructure (the "2016 Restructuring Plan"), which was intended to deliver greater value to our customers and stakeholders. Completion of the 2016 Restructuring Plan occurred during the first quarter of 2017. We incurred a total of approximately $5.7 million in restructuring charges related to the 2016 Restructuring Plan, substantially all of which resulted in or will result in cash expenditures. The following table shows the costs incurred for the three months ended March 31, 2017 directly related to our 2016 Restructuring Plan and other restructuring costs: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Accrued restructuring and related charges liability as of January 1, 2017 $ 3,851 $ 48 $ 3,899 Restructuring charges 794 16 810 Payments (2,054 ) (64 ) (2,118 ) Adjustments (2) (73 ) — (73 ) Accrued restructuring and related charges liability as of March 31, 2017 $ 2,518 $ — 2,518 (1) (2)

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2017
Subsequent Event [Abstract]
Subsequent Event	13. Subsequent Event On April 21, 2017, we entered into the Credit Agreement with a group of lenders for whom SunTrust Bank acts as administrative agent, which replaced the Prior Credit Agreement. The Credit Agreement provides us with (1) a $100 million revolving credit facility that includes a $25 million sublimit for swingline loans and a $75 million sublimit for letters of credit, (2) a $70 million term loan A facility, (3) a $150 million delayed draw term loan facility, and (4) an uncommitted incremental accordion facility of $100 million. We used the proceeds of the term loan A and cash on hand to repay all of the outstanding indebtedness under the Prior Credit Agreement and to pay transaction costs and expenses. Proceeds of revolving loans and delayed draw term loans may be used to repay outstanding indebtedness (including amounts payable upon or in respect of any conversion of the Cash Convertible Notes and the repayment of any revolving loans borrowed for such purposes), to finance working capital needs, to finance acquisitions, to finance the repurchase of our common stock, to finance capital expenditures, and for other general corporate purposes of the Company and its subsidiaries. Delayed draw term loans may not be borrowed after July 2, 2018. We are required to repay outstanding revolving loans in full on April 21, 2022. We are required to repay the term loan A in quarterly principal installments aggregating (1) $875,000 each for the first twelve quarters following the closing, and (2) $1,312,500 each for the remaining quarters prior to maturity on April 21, 2022. We are required to repay the delayed draw term loans in quarterly principal installments calculated as follows: (1) for each of the first twelve quarters following the closing, 1.250% of the aggregate principal amount of the delayed draw term loans funded as of the last day of the immediately preceding quarter; and (2) for each of the remaining quarters prior to maturity on April 21, 2022, 1.875% of the aggregate principal amount of the delayed draw term loans funded as of the last day of the immediately preceding quarter. At maturity on April 21, 2022, the entire unpaid principal balances of the term loan A and the delayed draw term loans are due and payable. Borrowings under the Credit Agreement generally bear interest at variable rates based on a margin or spread in excess of either (1) the one-month, two-month, three-month or six-month LIBOR rate (or with the approval of affected lenders, the twelve-month LIBOR rate), which may not be less than zero, or (2) the greatest of (a) the SunTrust Bank prime lending rate, (b) the federal funds rate plus 0.50%, and (c) the Base Rate, as selected by the Company. The LIBOR margin varies between 1.50% and 2.75%, and the Base Rate margin varies between 0.50% and 1.75%, depending on our net leverage ratio. The Credit Agreement also provides for annual fees ranging between 0.20% and 0.50% of the unused commitments under the revolving credit facility and the delayed draw term loan facility. Extensions of credit under the Credit Agreement are secured by guarantees from all of the Company's active material subsidiaries and by security interests in substantially all of the Company's and such subsidiaries' assets. The Credit Agreement contains financial covenants that require us to maintain, as defined, specified ratios or levels of (1) funded debt to EBITDA and (2) fixed charge coverage. The Credit Agreement contains various other affirmative and negative covenants that are typical for financings of this type. Among other things, it limits repurchases of our common stock and the amount of dividends that we can pay to holders of our common stock.

Basis of Presentation (Policies

Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2017
Basis of Presentation [Abstract]
Basis of Presentation	Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). In our opinion, the accompanying consolidated financial statements of Tivity Health, Inc. and its wholly-owned subsidiaries (collectively, "Tivity Health," the "Company," or such terms as "we," "us," or "our") reflect all adjustments consisting of normal, recurring accruals necessary for a fair statement. We have reclassified certain items in prior periods to conform to current classifications. Our results from continuing operations do not include the results of the total population health services ("TPHS") business, which we sold effective July 31, 2016. The TPHS business included our partnerships with Blue Zones, LLC and Dr. Dean Ornish (the Blue Zones Project by Healthways™ and Dr. Dean Ornish's Program for Reversing Heart Disease™, respectively), our joint venture with Gallup, Inc. ("Gallup"), Navvis Healthcare, LLC ("Navvis"), MeYou Health, LLC ("MeYou Health"), and our international operations, including our joint venture with . Results of operations for the TPHS business have been classified as discontinued operations for all periods presented in the accompanying Consolidated Financial Statements. See Note 3 for further information. On March 11, 2015, we formed a joint venture with SulAmérica, one of the largest independent insurers in Brazil, to sell total population health services to the Brazilian market. With its contribution, SulAmérica acquired a 49% interest in the joint venture, Healthways Brasil Servicos de Consultoria LTDA ("Healthways Brazil"). We determined that our interest in Healthways Brazil represented a controlling financial interest and, therefore, prior to selling the TPHS business, consolidated the financial statements of Healthways Brazil and presented a non-controlling interest for the portion owned by SulAmérica. The net assets and results of operations of Healthways Brazil were part of the sale of the TPHS business and are included within discontinued operations in the accompanying Consolidated Financial Statements. We have omitted certain financial information that is normally included in financial statements prepared in accordance with U.S. GAAP but that is not required for interim reporting purposes. You should read the accompanying consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Recent Relevant Accounting St23

Recent Relevant Accounting Standards (Policies)	3 Months Ended
	Mar. 31, 2017
Recent Relevant Accounting Standards [Abstract]
Recent Relevant Accounting Standards	In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, which creates Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC Topic 606") and supersedes ASC Topic 605, "Revenue Recognition." The provisions of ASC Topic 606 provide for a single comprehensive principles-based standard for the recognition of revenue across all industries and expanded disclosure about the nature, amount, timing and uncertainty of revenue, as well as certain additional quantitative and qualitative disclosures. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those years. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method. We are currently conducting analysis to quantify the adoption impact of the provisions of the new standard and evaluating our current contracts and revenue streams. The FASB has issued, and may issue in the future, interpretive guidance which may cause our evaluation to change. We believe we are following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective January 1, 2018. In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, provide certain footnote disclosures. This ASU is effective for annual periods ending after December 15, 2016, including interim reporting periods thereafter. We adopted this ASU in the fourth quarter of 2016, and it did not have an impact on our financial statements or footnote disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases" In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which we adopted on January 1, 2017. ASU 2016-09 requires all income tax effects of share-based awards to be recognized in the income statement, which were previously presented as a component of shareholders' equity, on a prospective basis. In addition, any excess tax benefits that were not previously recognized because the related tax deduction had not reduced current taxes payable are to be recorded on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption, which resulted in an increase of $6.5 million to our retained earnings as of January 1, 2017. Regarding the statement of cash flows, the standard requires the presentation of excess tax benefits as an operating activity rather than as a financing activity and that cash paid by the Company when directly withholding shares for tax withholding purposes be classified as a financing activity on a retrospective basis. The standard also allows for an accounting policy election to estimate the number of awards that are expected to vest or to account for forfeitures when they occur. We elected to account for forfeitures as they occur, which did not result in a material cumulative effect adjustment to our retained earnings as of January 1, 2017. Finally, the standard no longer allows windfall tax benefits to be included in the assumed proceeds when applying the treasury stock method for computing diluted earnings per share ("EPS"), which results in share-based awards having a more dilutive effect on EPS. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows" (Topic 230) ("ASU 2016-15"). ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective in the first quarter of 2018, with early adoption permitted, and is to be applied using a retrospective approach. We are currently evaluating the potential effects of adopting the provisions of ASU 2016-15. In January 2017, the FASB issued ASU No. 2017-04, "

Discontinued Operations (Tables

Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2017
Discontinued Operations [Abstract]
Financial Results Included in Losses from Discontinued Operations	The following table presents financial results of the TPHS business included in "loss from discontinued operations" for the three months ended March 31, 2017 and 2016. Three Months Ended March 31, (In thousands) 2017 2016 Revenues $ — $ 63,205 Cost of services 220 72,625 Selling, general & administrative expenses 137 7,061 Depreciation and amortization — 10,874 Restructuring and related charges — 5,702 Equity in income from joint ventures — 132 Pretax loss on discontinued operations $ (357 ) $ (32,925 ) Pretax loss on sale of TPHS business (310 ) — Total pretax loss on discontinued operations $ (667 ) $ (32,925 ) Income tax (benefit) expense (447 ) 180 Loss from discontinued operations, net of income tax benefit $ (220 ) $ (33,105 )
Significant Operating and Investing Non-cash Items of the Discontinued Operations	The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: Three Months Ended March 31, (In thousands) 2017 2016 Depreciation and amortization on discontinued operations $ — $ 10,874 Capital expenditures on discontinued operations — 5,420 Share-based compensation on discontinued operations — 768

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2017
Share-Based Compensation [Abstract]
Summary of Stock Options	A summary of our stock options as of March 31, 2017 and the changes during the three months then ended is presented below: Options Shares (In thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2017 1,024 $ 14.02 Granted — — Exercised (181 ) 12.36 Forfeited — — Expired (45 ) 45.36 Outstanding at March 31, 2017 798 $ 12.63 4.7 $ 13,139 Exercisable at March 31, 2017 732 $ 12.33 4.5 $ 12,275
Summary of Restricted Stock and Restricted Stock Units	The following table shows a summary of our restricted stock and restricted stock units as of March 31, 2017 , Restricted Stock and Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 939 $ 13.11 Granted 4 27.97 Vested (98 ) 10.47 Forfeited (37 ) 11.70 Nonvested at March 31, 2017 808 $ 13.57
Summary of Market Stock Units	The following table shows a summary of our market stock units as of March 31, 2017 , Market Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 406 $ 8.75 Granted — — Vested (8 ) 5.46 Forfeited (25 ) 5.95 Nonvested at March 31, 2017 373 $ 9.01

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Long-Term Debt [Abstract]
Long-term Debt, Net of Unamortized Deferred Loan Costs (Details)	The Company's long-term debt, net of unamortized deferred loan costs, consisted of the following at March 31, 2017 and December 31 , (In thousands) March 31, 2017 December 31, 2016 Cash Convertible Notes, net of unamortized discount $ 139,790 $ 137,859 Prior Credit Agreement: Term Loan 55,000 60,000 Revolver 13,250 13,500 Capital lease obligations and other 1,029 1,270 209,069 212,629 Less: deferred loan costs (1,771 ) (2,286 ) 207,298 210,343 Less: current portion (147,102 ) (46,046 ) $ 60,196 $ 164,297

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Measurements [Abstract]
Assets and Liabilities Measured at Fair Value on a Recurring Basis	The following table presents our assets and liabilities measured at fair value on a recurring basis at March 31, 2017 and March 31 , (In thousands) March 31, 2017 December 31, 2016 Level 3: Assets: Cash Convertible Notes Hedges $ 82,445 $ 48,361 Liabilities: Cash Conversion Derivative $ 82,445 $ 48,361
Level 3 Financial Instruments	The following table presents our financial instruments measured at fair value on a recurring basis using unobservable inputs (Level 3): (In thousands) Balance at December 31, 2016 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains (Losses) Included in Earnings Balance at March 31, 2017 Cash Convertible Notes Hedges $ 48,361 $ — $ — $ 34,084 $ 82,445 Cash Conversion Derivative (48,361 ) — — (34,084 ) (82,445 )

Derivative Investments and He28

Derivative Investments and Hedging Activities (Tables)	3 Months Ended
	Mar. 31, 2017
Derivative Investments and Hedging Activities [Abstract]
Effect of Cash Flow Hedges on the Consolidated Balance Sheets	The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the three months ended March 31, 2017 and 2 0 (In thousands) For the Three Months Ended Derivatives in Cash Flow Hedging Relationships March 31, 2017 March 31, 2016 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect — $ 92 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect — $ (133 )
Gains and Losses Resulting from Change in Fair Values of Derivatives	The gains and losses resulting from a change in fair values of the Cash Conversion Derivative and the Cash Convertible Notes Hedges are reported in the consolidated statements of operations. Three Months Ended March 31, (In thousands) 2017 2016 Statements of Operations Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ 34,084 $ (7,603 ) Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized (loss) gain $ (34,084 ) $ 7,603 Selling, general and administrative expenses
Fair Values of Derivative Instruments	The estimated fair values of derivative instruments at March 31, 2017 and December 31, 2 0 (In thousands) March 31, 2017 December 31, 2016 Assets: Derivatives not designated as hedging instruments: Cash convertible notes hedges, current $ 82,445 $ — Cash convertible notes hedges, long-term — 48,361 Liabilities: Derivatives not designated as hedging instruments: Cash conversion derivative, current $ 82,445 $ — Cash conversion derivative, long-term — 48,361

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings (Loss) Per Share [Abstract]
Basic and Diluted Earnings Per Share	The following is a reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share for the three months ended March 31, 2017 and 2016: (In thousands except per share data) Three Months Ended March 31, 2017 2016 Numerator: Net income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share $ 15,481 $ 19,208 Net loss from discontinued operations attributable to Tivity Health, Inc. - numerator for loss per share (220 ) (33,417 ) Net income (loss) attributable to Tivity Health, Inc. - numerator for earnings (loss) per share $ 15,261 (14,209 ) Denominator: Shares used for basic income (loss) per share 39,069 36,109 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 442 165 Restricted stock units 611 426 Market stock units 293 161 Warrants related to Cash Convertible Notes 126 — Shares used for diluted income (loss) per share 40,541 36,861 Earnings (loss) per share attributable to Tivity Health, Inc. - basic: Continuing operations $ 0.40 $ 0.53 Discontinued operations $ (0.01 ) $ (0.93 ) Net income (loss) (1) $ 0.39 $ (0.39 ) Earnings (loss) per share attributable to Tivity Health, Inc. - diluted: Continuing operations $ 0.38 $ 0.52 Discontinued operations $ (0.01 ) $ (0.91 ) Net income (loss) (1) $ 0.38 $ (0.39 ) Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options 16 1,486 Restricted stock units 18 679 Warrants related to Cash Convertible Notes — 7,707 CareFirst Convertible Note — 892 CareFirst Warrants — 591 (1) Figures may not add due to rounding.

Accumulated OCI (Tables)

Accumulated OCI (Tables)	3 Months Ended
	Mar. 31, 2017
Accumulated OCI [Abstract]
Changes in Accumulated Other Comprehensive Income (AOCI)	The following tables summarize the changes in accumulated OCI, net of tax, for the three months ended March 31, 2017 and 2016: (In thousands) Foreign Currency Translation Adjustments Accumulated OCI, net of tax, as of January 1, 2017 $ (4,502 ) Other comprehensive income before reclassifications, net of tax of $36 111 Accumulated OCI, net of tax, as of March 31, 2017 $ (4,391 ) (In thousands) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2016 $ (239 ) $ (4,000 ) $ (4,239 ) Other comprehensive income (loss) before reclassifications, net of tax of $37 and $0, respectively (56 ) 1,022 966 Amounts reclassified from accumulated OCI, net of tax 80 — 80 Net increase in other comprehensive income (loss), net of tax 24 1,022 1,046 Accumulated OCI, net of tax, as of March 31, 2016 $ (215 ) $ (2,978 ) $ (3,193 )
Reclassifications out of Accumulated Other Comprehensive Income	The following table provides details about reclassifications out of accumulated OCI for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, Statement of Operations (In thousands) 2017 2016 Classification Interest rate swaps $ — $ 133 Interest expense — (53 ) Income tax benefit $ — $ 80 Net of tax

Restructuring and Related Cha31

Restructuring and Related Charges (Tables)	3 Months Ended
	Mar. 31, 2017
Restructuring and Related Charges [Abstract]
Restructuring Plan and Other Restructuring Costs	The following table shows the costs incurred for the three months ended March 31, 2017 related to our 2015 Restructuring Plan and other restructuring costs: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Accrued restructuring and related charges liability as of January 1, 2017 $ 4,242 $ 63 $ 4,305 Restructuring charges — — — Payments (717 ) (3 ) (720 ) Adjustments (2) 41 — 41 Accrued restructuring and related charges liability as of March 31, 2017 $ 3,566 $ 60 $ 3,626 (1) (2) consist primarily of foreign currency translation adjustments The following table shows the costs incurred for the three months ended March 31, 2017 directly related to our 2016 Restructuring Plan and other restructuring costs: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Accrued restructuring and related charges liability as of January 1, 2017 $ 3,851 $ 48 $ 3,899 Restructuring charges 794 16 810 Payments (2,054 ) (64 ) (2,118 ) Adjustments (2) (73 ) — (73 ) Accrued restructuring and related charges liability as of March 31, 2017 $ 2,518 $ — 2,518 (1) (2)

Basis of Presentation (Details)

Basis of Presentation (Details)	Mar. 11, 2015
SulAmerica [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest acquired in joint venture	49.00%

Recent Relevant Accounting St33

Recent Relevant Accounting Standards (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings	$ 6,538
ASU No. 2016-09 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings	$ 6,500

Discontinued Operations (Detail

Discontinued Operations (Details) $ / shares in Units, $ in Thousands	Jul. 31, 2016USD ($)$ / shares	Mar. 31, 2017USD ($)Installment	Mar. 31, 2016USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Adjustable convertible equity right, initial face amount	$ 30,000
Conversion period of stock conversion	24 months
Fair value of adjustable convertible equity right, excluding net working capital settlement		$ 2,700
Total fair value of adjustable convertible equity right recorded		5,400
Financial results included in losses from discontinued operations [Abstract]
Loss from discontinued operations, net of income tax benefit		(220)	$ (33,105)
TPHS Business [Member] | Discontinued Operations, Disposed of by Sale [Member]
Financial results included in losses from discontinued operations [Abstract]
Revenues		0	63,205
Cost of services		220	72,625
Selling, general & administrative expenses		137	7,061
Depreciation and amortization		0	10,874
Restructuring and related charges		0	5,702
Equity in income from joint ventures		0	132
Pretax loss on discontinued operations		(357)	(32,925)
Pretax loss on sale of TPHS business		(310)	0
Total pretax loss on discontinued operations		(667)	(32,925)
Income tax (benefit) expense		(447)	180
Loss from discontinued operations, net of income tax benefit		(220)	(33,105)
Significant operating and investing non-cash items of the discontinued operations [Abstract]
Depreciation and amortization on discontinued operations		0	10,874
Capital expenditures on discontinued operations		0	5,420
Share-based compensation on discontinued operations		$ 0	$ 768
Sharecare [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash paid to ShareCare at closing	$ 25,000
Remaining payment obligation responsibility percentage		66.70%
Contractual obligations in respect of purchase price to be paid in connection with Sharecare's acquisition of additional membership interest in Gallup Joint Venture		$ 4,200
Number of quarterly installments | Installment		5
Payment obligation included in accrued liabilities		$ 2,500
Sharecare [Member] | Adjustable Convertible Equity Right [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Maximum reduction in face amount of adjustable convertible equity right due to negative cash flows	20,000
Adjustable convertible equity right, face amount net of face value maximum negative cash flow adjustment	$ 10,000
Stock issued during period conversion of convertible securities, conversion price (in dollars per share) | $ / shares	$ 249.87

Share-Based Compensation (Detai

Share-Based Compensation (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)Award$ / sharesshares	Mar. 31, 2016USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Types of share based awards | Award	4
Share-based compensation costs | $	$ 1,400	$ 2,400
Stock Options [Member]
Shares [Roll Forward]
Outstanding, beginning of period (in shares) | shares	1,024
Granted (in shares) | shares	0
Exercised (in shares) | shares	(181)
Forfeited (in shares) | shares	0
Expired (in shares) | shares	(45)
Outstanding, end of period (in shares) | shares	798
Exercisable, end of period (in shares) | shares	732
Weighted Average Exercise Price [Roll Forward]
Outstanding, beginning of period (in dollars per share) | $ / shares	$ 14.02
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	12.36
Forfeited (in dollars per share) | $ / shares	0
Expired (in dollars per share) | $ / shares	45.36
Outstanding, end of period (in dollars per share) | $ / shares	12.63
Exercisable, end of period (in dollars per share) | $ / shares	$ 12.33
Weighted Average Remaining Contractual Term [Abstract]
Outstanding	4 years 8 months 12 days
Exercisable	4 years 6 months
Aggregate Intrinsic Value [Abstract]
Outstanding | $	$ 13,139
Exercisable | $	$ 12,275
Restricted Stock and Restricted Stock Units [Member]
Shares [Roll Forward]
Nonvested, beginning of period (in shares) | shares	939
Granted (in shares) | shares	4
Vested (in shares) | shares	(98)
Forfeited (in shares) | shares	(37)
Nonvested, end of period (in shares) | shares	808
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share) | $ / shares	$ 13.11
Granted (in dollars per share) | $ / shares	27.97
Vested (in dollars per share) | $ / shares	10.47
Forfeited (in dollars per share) | $ / shares	11.70
Nonvested, end of period (in dollars per share) | $ / shares	$ 13.57
Market Stock Units [Member]
Shares [Roll Forward]
Nonvested, beginning of period (in shares) | shares	406
Granted (in shares) | shares	0
Vested (in shares) | shares	(8)
Forfeited (in shares) | shares	(25)
Nonvested, end of period (in shares) | shares	373
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share) | $ / shares	$ 8.75
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	5.46
Forfeited (in dollars per share) | $ / shares	5.95
Nonvested, end of period (in dollars per share) | $ / shares	$ 9.01
Discontinued Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation costs | $	$ 800	$ 10,200

Income Taxes (Details)

Income Taxes (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)
Income Taxes [Abstract]
Effective tax rate	37.70%
Operating Loss Carryforwards [Line Items]
Open tax year	2,013
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 160.5
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 191.2

Long-Term Debt, Summary of Long

Long-Term Debt, Summary of Long-term Debt, Net of Unamortized Deferred Loan Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	$ 209,069	$ 212,629
Less: deferred loan costs	(1,771)	(2,286)
Total debt including debt held for sale as discontinued operations	207,298	210,343
Less: current portion	(147,102)	(46,046)
Long-term debt, excluding current portion	60,196	164,297
Cash Convertible Notes, Net of Unamortized Discount [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross		137,859
Prior Credit Agreement [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	139,790
Prior Credit Agreement [Member] | Term Loan [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	55,000	60,000
Prior Credit Agreement [Member] | Revolver [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	13,250	13,500
Capital Lease Obligations and Other [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	$ 1,029	$ 1,270

Long-Term Debt, Line of Credit

Long-Term Debt, Line of Credit and Term Loan (Details) - USD ($)	Apr. 21, 2017	Aug. 04, 2016	Mar. 31, 2017	Dec. 31, 2016	Jun. 08, 2012
Line of Credit Facility [Line Items]
Long term debt outstanding			$ 207,298,000	$ 210,343,000
Long-term debt			60,196,000	$ 164,297,000
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Availability under the revolving credit facility under most restrictive covenant			$ 104,300,000
Prior Credit Agreement [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Unused commitment fee percentage			0.30%
Prior Credit Agreement [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Unused commitment fee percentage			0.50%
Prior Credit Agreement [Member] | Federal Funds Rate [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate			0.50%
Prior Credit Agreement [Member] | LIBOR [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate			1.00%
Prior Credit Agreement [Member] | LIBOR [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Margin rate			1.75%
Prior Credit Agreement [Member] | LIBOR [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Margin rate			3.00%
Prior Credit Agreement [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Margin rate			0.75%
Prior Credit Agreement [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Margin rate			2.00%
Prior Credit Agreement [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Initiation date			Jun. 8, 2012
Maximum borrowing capacity					$ 125,000,000
Expiration date			Jun. 8, 2017
Prior Credit Agreement [Member] | Letters of Credit Sub Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity					75,000,000
Prior Credit Agreement [Member] | Swingline Sub Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity					20,000,000
Prior Credit Agreement [Member] | Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity					200,000,000
Amount outstanding					55,000,000
Prior Credit Agreement [Member] | Uncommitted Incremental Accordion Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity					$ 100,000,000
Eighth Amendment to Prior Credit Agreement [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Expiration date			Jun. 8, 2018
Revolving commitments amount		$ 45,300,000
Eighth Amendment to Prior Credit Agreement [Member] | Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Maturity date			Jun. 8, 2018
Long term debt outstanding		25,400,000
Eighth Amendment to Prior Credit Agreement [Member] | Term Loan Facility [Member] | Remaining Quarters Prior to Maturity [Member]
Line of Credit Facility [Line Items]
Periodic principal payment		$ 5,000,000
Periodic principal payment as percentage of aggregate principal amount		2.50%
Credit Agreement [Member]
Line of Credit Facility [Line Items]
Long-term debt			$ 37,300,000
Credit Agreement [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Initiation date	Apr. 21, 2017
Maturity date	Apr. 21, 2022
Credit Agreement [Member] | Minimum [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Unused commitment fee percentage	0.20%
Credit Agreement [Member] | Maximum [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Unused commitment fee percentage	0.50%
Credit Agreement [Member] | Federal Funds Rate [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.50%
Credit Agreement [Member] | LIBOR [Member] | Minimum [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Variable rate basis	0.00%
Margin rate	1.50%
Credit Agreement [Member] | LIBOR [Member] | Maximum [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Margin rate	2.75%
Credit Agreement [Member] | One-Month LIBOR [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Margin rate	0.50%
Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Margin rate	1.75%
Credit Agreement [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000,000
Credit Agreement [Member] | Letters of Credit Sub Facility [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	75,000,000
Credit Agreement [Member] | Swingline Sub Facility [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	25,000,000
Credit Agreement [Member] | Term Loan Facility A [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Debt instrument, face amount	70,000,000
Credit Agreement [Member] | Term Loan Facility A [Member] | First 12 Quarters Following the Closing [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Periodic principal payment	875,000
Credit Agreement [Member] | Term Loan Facility A [Member] | Remaining Quarters Prior to Maturity [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Periodic principal payment	1,312,500
Credit Agreement [Member] | Delayed Draw Term Loan Facility [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Debt instrument, face amount	$ 150,000,000
Credit Agreement [Member] | Delayed Draw Term Loan Facility [Member] | First 12 Quarters Following the Closing [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Periodic principal payment as percentage of aggregate principal amount	1.25%
Credit Agreement [Member] | Delayed Draw Term Loan Facility [Member] | Remaining Quarters Prior to Maturity [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Periodic principal payment as percentage of aggregate principal amount	1.875%
Credit Agreement [Member] | Uncommitted Incremental Accordion Facility [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000,000

Long-Term Debt (Details)

Long-Term Debt (Details)	Jul. 16, 2013USD ($)$ / shares	Mar. 31, 2017USD ($)TradingDay	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)	Jul. 31, 2013$ / shares
Debt Instrument [Line Items]
Interest expense related to amortization of debt discount		$ 1,931,000	$ 1,826,000
1.50% Cash Convertible Senior Notes Due 2018 [Member]
Debt Instrument [Line Items]
Aggregate principal of convertible notes	$ 150,000,000
Interest rate for notes	1.50%
Consecutive trading days		30 days
Trading price condition (in dollars per share) | $ / shares	$ 25.30
Initial cash conversion rate	51.3769
Initial conversion price (in dollars per share) | $ / shares	$ 19.4640
Deferred loan costs	$ 3,900,000
Par amount of convertible note	1,000
Fair value of cash conversion derivative	$ 36,800,000
Interest expense related to amortization of debt discount		$ 1,900,000
Effective interest rate		5.70%
Debt instrument, unamortized discount		$ 10,200,000		$ 12,100,000
Warrants strike price (in dollars per share) | $ / shares					$ 25.95
Conversion price premium percentage					60.00%
1.50% Cash Convertible Senior Notes Due 2018 [Member] | Minimum [Member]
Debt Instrument [Line Items]
Number of trading days | TradingDay		20

Commitments and Contingencies (

Commitments and Contingencies (Details) - Sharecare [Member] $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)Installment
Contractual Commitment [Abstract]
Remaining payment obligation responsibility percentage	66.70%
Contractual obligations in respect of purchase price to be paid in connection with Sharecare's acquisition of additional membership interest in Gallup Joint Venture	$ 4.2
Number of quarterly installments | Installment	5
Payment obligation included in accrued liabilities	$ 2.5

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Cash and cash equivalents	$ 664	$ 1,602	$ 869	$ 233
Cash Convertible Notes Hedges [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	48,361
Purchases of Level 3 instruments	0
Settlements of Level 3 instruments	0
Gains (Losses) included in Earnings	34,084
Balance at end of period	82,445
Prior Credit Agreement [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Debt Instrument, Fair Value	68,300
Debt Instrument, Carrying Amount	68,300
Cash Convertible Notes [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Debt Instrument, Fair Value	226,900
Debt Instrument, Carrying Amount	139,800
Aggregate principal of convertible notes	150,000
Cash Conversion Derivative [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	(48,361)
Purchases of Level 3 instruments	0
Settlements of Level 3 instruments	0
Gains (Losses) included in Earnings	(34,084)
Balance at end of period	(82,445)
Recurring [Member] | Cash Convertible Notes Hedges [Member] | Level 3 [Member]
Assets measured at fair value on a recurring basis
Fair Value	82,445	48,361
Recurring [Member] | Cash Conversion Derivative [Member] | Level 3 [Member]
Liabilities measured at fair value on a recurring basis
Fair Value	$ 82,445	$ 48,361

Derivative Investments and He42

Derivative Investments and Hedging Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Derivatives, Fair Value [Line Items]
Fixed interest rate	1.48%
Derivatives in Cash Flow Hedging Relationships [Abstract]
Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect	$ 0	$ 92
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect	0	(133)
Net unrealized gain (loss)	0	0
Liabilities [Abstract]
Derivative liabilities, current	82,445		$ 0
Derivative liabilities, long-term	0		48,361
Cash Convertible Notes Hedges [Member] | Selling, General and Administrative Expenses [Member]
Derivatives in Cash Flow Hedging Relationships [Abstract]
Net unrealized gain (loss)	34,084	(7,603)
Cash Convertible Notes Hedges [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Assets [Abstract]
Derivative assets, current	82,445		0
Derivative assets, long-term	0		48,361
Cash Conversion Derivative [Member] | Selling, General and Administrative Expenses [Member]
Derivatives in Cash Flow Hedging Relationships [Abstract]
Net unrealized gain (loss)	(34,084)	$ 7,603
Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Liabilities [Abstract]
Derivative liabilities, current	82,445		0
Derivative liabilities, long-term	$ 0		$ 48,361

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Numerator [Abstract]
Net income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share		$ 15,481	$ 19,208
Net loss from discontinued operations attributable to Tivity Health, Inc. - numerator for loss per share		(220)	(33,417)
Net income (loss) attributable to Tivity Health, Inc. - numerator for earnings (loss) per share		$ 15,261	$ (14,209)
Denominator [Abstract]
Shares used for basic income (loss) per share (in shares)		39,069	36,109
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Shares used for diluted income (loss) per share (in shares)		40,541	36,861
Earnings (loss) per share attributable to Tivity Health, Inc. - basic [Abstract]
Continuing operations (in dollars per share)		$ 0.40	$ 0.53
Discontinued operations (in dollars per share)		(0.01)	(0.93)
Net income (loss) (in dollars per share)	[1]	0.39	(0.39)
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted [Abstract]
Continuing operations (in dollars per share)		0.38	0.52
Discontinued operations (in dollars per share)		(0.01)	(0.91)
Net income (loss) (in dollars per share)	[1]	$ 0.38	$ (0.39)
Non-Qualified Stock Options [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)		442	165
Restricted Stock Units [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)		611	426
Market Stock Units [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)		293	161
Warrants Related to Cash Convertible Notes [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)		126	0
Non-Qualified Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive (in shares)		16	1,486
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive (in shares)		18	679
Warrants Related to Cash Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive (in shares)		0	7,707
CareFirst Convertible Note [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive (in shares)		0	892
CareFirst Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive (in shares)		0	591
[1]	Figures may not add due to rounding.

Accumulated OCI (Details)

Accumulated OCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Changes in accumulated OCI, net of tax [Roll Forward]
Balance	$ 189,298
Total other comprehensive income, net of tax	111	$ 1,046
Balance	213,972
Accumulated Other Comprehensive Income (Loss) [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Balance		(4,239)
Other comprehensive income (loss) before reclassifications, net of tax		966
Amounts reclassified from accumulated OCI, net of tax		80
Total other comprehensive income, net of tax		1,046
Balance		(3,193)
Net Change in Fair Value of Interest Rate Swaps [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Balance		(239)
Other comprehensive income (loss) before reclassifications, net of tax		(56)
Amounts reclassified from accumulated OCI, net of tax		80
Total other comprehensive income, net of tax		24
Balance		(215)
Other comprehensive income (loss) before reclassifications, tax		37
Foreign Currency Translation Adjustments [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Balance	(4,502)	(4,000)
Other comprehensive income (loss) before reclassifications, net of tax	111	1,022
Amounts reclassified from accumulated OCI, net of tax		0
Total other comprehensive income, net of tax		1,022
Balance	(4,391)	(2,978)
Other comprehensive income (loss) before reclassifications, tax	$ 36	$ 0

Accumulated OCI, Reclassificati

Accumulated OCI, Reclassifications Out of Accumulated OCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ 3,834	$ 4,105
Income tax benefit	9,371	0
Net of tax	(15,261)	13,897
Amounts reclassified from accumulated other comprehensive income to: [Member] | Interest Rate Swaps [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	0	133
Income tax benefit	0	(53)
Net of tax	$ 0	$ 80

Restructuring and Related Cha46

Restructuring and Related Charges (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
2015 Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	$ 4,305
Restructuring charges	0
Payments	(720)
Adjustments	41	[1]
Accrued restructuring and related charges liability as of period end	3,626
Restructuring Cost [Abstract]
Restructuring charges incurred	24,000
2015 Restructuring Plan [Member] | Severance and Other Employee-related Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	4,242
Restructuring charges	0
Payments	(717)
Adjustments	41	[1]
Accrued restructuring and related charges liability as of period end	3,566
2015 Restructuring Plan [Member] | Consulting and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	63	[2]
Restructuring charges	0	[2]
Payments	(3)	[2]
Adjustments	0	[1],[2]
Accrued restructuring and related charges liability as of period end	60	[2]
2016 Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	3,899
Restructuring charges	810
Payments	(2,118)
Adjustments	(73)	[3]
Accrued restructuring and related charges liability as of period end	2,518
Restructuring Cost [Abstract]
Restructuring charges incurred	5,700
2016 Restructuring Plan [Member] | Severance and Other Employee-related Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	3,851
Restructuring charges	794
Payments	(2,054)
Adjustments	(73)	[3]
Accrued restructuring and related charges liability as of period end	2,518
2016 Restructuring Plan [Member] | Consulting and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	48	[4]
Restructuring charges	16	[4]
Payments	(64)	[4]
Adjustments	0	[3],[4]
Accrued restructuring and related charges liability as of period end	$ 0	[4]
[1]	Adjustments consist primarily of foreign currency translation adjustments.
[2]	Consulting and other costs consist of third-party consulting charges incurred in connection with the 2015 Restructuring Plan.
[3]	Adjustments consist primarily of actual employee tax and benefit amounts differing from previous estimates.
[4]	Consulting and other costs consist of third-party consulting charges incurred in connection with the 2016 Restructuring Plan.

Subsequent Event (Details)

Subsequent Event (Details) - Subsequent Event [Member] - Credit Agreement [Member]	Apr. 21, 2017USD ($)
Subsequent Event [Line Items]
Initiation date	Apr. 21, 2017
Maturity date	Apr. 21, 2022
Minimum [Member]
Subsequent Event [Line Items]
Unused commitment fee percentage	0.20%
Maximum [Member]
Subsequent Event [Line Items]
Unused commitment fee percentage	0.50%
Federal Funds Rate [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	0.50%
LIBOR [Member] | Minimum [Member]
Subsequent Event [Line Items]
Variable rate basis	0.00%
Margin rate	1.50%
LIBOR [Member] | Maximum [Member]
Subsequent Event [Line Items]
Margin rate	2.75%
One-Month LIBOR [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	1.00%
Base Rate [Member] | Minimum [Member]
Subsequent Event [Line Items]
Margin rate	0.50%
Base Rate [Member] | Maximum [Member]
Subsequent Event [Line Items]
Margin rate	1.75%
Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 100,000,000
Sublimit for Swingline Loans [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity	25,000,000
Sublimit for Letters of Credit [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity	75,000,000
Term Loan A Facility [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	70,000,000
Term Loan A Facility [Member] | First 12 Quarters Following the Closing [Member]
Subsequent Event [Line Items]
Periodic principal payment	875,000
Term Loan A Facility [Member] | Remaining Quarters Prior to Maturity [Member]
Subsequent Event [Line Items]
Periodic principal payment	1,312,500
Delayed Draw Term Loan Facility [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 150,000,000
Delayed Draw Term Loan Facility [Member] | First 12 Quarters Following the Closing [Member]
Subsequent Event [Line Items]
Periodic principal payment as percentage of aggregate principal amount	1.25%
Delayed Draw Term Loan Facility [Member] | Remaining Quarters Prior to Maturity [Member]
Subsequent Event [Line Items]
Periodic principal payment as percentage of aggregate principal amount	1.875%
Uncommitted Incremental Accordion Facility [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 100,000,000