Tivity Health (TVTY) 10-Q 4 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 31, 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		39,387,463
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2017

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 7,796	$ 1,602
Accounts receivable, net	54,900	50,424
Prepaid expenses	4,225	3,409
Other current assets	2,193	2,250
Cash convertible notes hedges, current	160,876	0
Income taxes receivable	0	426
Total current assets	229,990	58,111
Property and equipment:
Leasehold improvements	10,338	10,144
Computer equipment and related software	25,097	23,024
Furniture and office equipment	8,153	8,670
Capital projects in process	1,633	2,079
Property and equipment, gross	45,221	43,917
Less accumulated depreciation	(36,225)	(35,586)
Property and equipment, net	8,996	8,331
Other assets	8,406	6,688
Cash convertible notes hedges, long-term	0	48,361
Long-term deferred tax asset	47,346	59,562
Intangible assets, net	29,049	29,049
Goodwill, net	334,680	334,680
Total assets	658,467	544,782
Current liabilities:
Accounts payable	25,649	26,029
Accrued salaries and benefits	8,818	18,686
Accrued liabilities	35,242	33,623
Other current liabilities	327	397
Cash conversion derivative, current	160,876	0
Current portion of long-term debt	142,979	46,046
Current portion of long-term liabilities	4,895	7,582
Total current liabilities	378,786	132,363
Long-term debt	39,412	164,297
Cash conversion derivative, long-term	0	48,361
Other long-term liabilities	6,263	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, 39,350,726 and 38,933,580 shares outstanding, respectively	39	39
Additional paid-in capital	346,185	341,270
Accumulated deficit	(84,036)	(119,327)
Treasury stock, at cost, 2,254,953 shares in treasury	(28,182)	(28,182)
Accumulated other comprehensive loss	0	(4,502)
Total stockholders' equity	234,006	189,298
Total liabilities and stockholders' equity	$ 658,467	$ 544,782

CONSOLIDATED BALANCE SHEETS (U3

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 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)	39,350,726	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		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract]
Revenues		$ 138,914	$ 125,003	$ 279,884	$ 251,016
Cost of services (exclusive of depreciation and amortization of $648, $1,534, $1,305 and $3,064, respectively, included below)		99,071	88,879	201,470	180,258
Selling, general & administrative expenses		8,176	10,107	16,538	19,519
Depreciation and amortization		789	1,877	1,576	3,749
Restructuring and related charges		(52)	2	685	41
Operating income		30,930	24,138	59,615	47,449
Interest expense		4,130	4,176	7,964	8,281
Income before income taxes		26,800	19,962	51,651	39,168
Income tax expense		9,560	0	18,931	0
Net income from continuing operations		17,240	19,962	32,720	39,168
Loss from discontinued operations, net of income tax		(3,673)	(195,454)	(3,893)	(228,557)
Net income (loss)		13,567	(175,492)	28,827	(189,389)
Less: net income attributable to non-controlling interest		0	104	0	416
Net income (loss) attributable to Tivity Health, Inc.		$ 13,567	$ (175,596)	$ 28,827	$ (189,805)
Earnings (loss) per share attributable to Tivity Health, Inc. - basic:
Continuing operations (in dollars per share)		$ 0.44	$ 0.55	$ 0.84	$ 1.08
Discontinued operations (in dollars per share)		(0.09)	(5.41)	(0.10)	(6.34)
Net income (loss) (in dollars per share)	[1]	0.35	(4.85)	0.74	(5.25)
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted:
Continuing operations (in dollars per share)		0.41	0.54	0.79	1.06
Discontinued operations (in dollars per share)		(0.09)	(5.25)	(0.09)	(6.18)
Net income (loss) (in dollars per share)	[1]	$ 0.32	$ (4.72)	$ 0.70	$ (5.12)
Comprehensive income (loss)		$ 17,957	$ (175,656)	$ 33,329	$ (188,507)
Weighted average common shares and equivalents:
Basic (in shares)		39,246	36,172	39,158	36,140
Diluted (in shares)		42,369	37,227	41,456	37,043
[1]	Figures may not add due to rounding.

CONSOLIDATED STATEMENTS OF OPE5

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract]
Cost of services, depreciation and amortization	$ 648	$ 1,534	$ 1,305	$ 3,064

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract]
Net income (loss)	$ 28,827	$ (189,389)
Other comprehensive income, net of tax
Net change in fair value of interest rate swaps, net of tax	0	85
Foreign currency translation adjustment, net of tax	1,458	797
Release of cumulative translation adjustment to loss from discontinued operations due to substantial liquidation of foreign entity	3,044	0
Total other comprehensive income, net of tax	4,502	882
Comprehensive income (loss)	$ 33,329	$ (188,507)

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 6 months ended Jun. 30, 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	28,827	0	4,502	33,329
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	2,757	0	0	0	2,757
Tax effect of stock options and restricted stock units	0	0	(1,278)	0	0	0	(1,278)
Share-based employee compensation expense	0	0	3,362	0	0	0	3,362
Balance at Jun. 30, 2017	$ 0	$ 39	$ 346,185	$ (84,036)	$ (28,182)	$ 0	$ 234,006

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net income from continuing operations	$ 32,720	$ 39,168
Net loss from discontinued operations	(3,893)	(228,557)
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of business acquisitions:
Depreciation and amortization	1,589	25,324
Amortization of deferred loan costs	1,246	1,103
Amortization of debt discount	3,911	3,698
Share-based employee compensation expense	3,362	5,323
Loss on impairment of held for sale assets	0	156,198
Loss on sale of TPHS business	444	4,826
Loss on release of cumulative translation adjustment	3,044	0
Equity in income from joint ventures	0	(303)
Deferred income taxes	18,755	7,835
(Increase) decrease in accounts receivable, net	(4,398)	17,263
Decrease in other current assets	869	3,329
Decrease in accounts payable	(1,480)	(4,100)
(Decrease) increase in accrued salaries and benefits	(11,953)	4,989
Decrease in other current liabilities	(2,268)	(737)
Other	(1,888)	(3,124)
Net cash flows provided by operating activities	40,060	32,235
Cash flows from investing activities:
Acquisition of property and equipment	(2,244)	(10,330)
Investment in joint ventures	0	(865)
Proceeds from sale of MeYou Health	0	5,156
Other	0	(537)
Net cash flows used in investing activities	(2,244)	(6,576)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	274,425	242,301
Payments of long-term debt	(308,496)	(253,902)
Payments related to tax withholding for share-based compensation	(1,066)	(548)
Exercise of stock options	2,757	30
Deferred loan costs	(2,452)	0
Change in cash overdraft and other	1,558	(8,726)
Net cash flows used in financing activities	(33,274)	(20,845)
Effect of exchange rate changes on cash	1,652	538
Less: net increase in discontinued operations cash and cash equivalents	0	950
Net increase in cash and cash equivalents	6,194	4,402
Cash and cash equivalents, beginning of period	1,602	233
Cash and cash equivalents, end of period	$ 7,796	$ 4,635

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 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 only of normal recurring adjustments, 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	6 Months Ended
	Jun. 30, 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 full retrospective or modified retrospective transition method. We expect to adopt the standard using the modified retrospective transition method, which would require the cumulative effect of initially applying the standard to be recognized as an adjustment to beginning retained earnings as of January 1, 2018. 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. We believe we are following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective January 1, 2018. 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, " In May 2017, the FASB issued ASU No. 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting" ("ASU 2017-09"), which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718. The update is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those years, with early adoption permitted. We do not anticipate that adopting this standard will have a material impact on our consolidated financial statements and related disclosures.

Discontinued Operations

Discontinued Operations	6 Months Ended
	Jun. 30, 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 June 30, 2017, this obligation totaled $1.6 million and was included in accrued liabilities. The Purchase Agreement provided for post-closing adjustments based on (i) net working capital (which resulted 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). In May 2017, we entered into an agreement with Sharecare regarding the final working capital amount delivered at Closing, which resulted in a final net working capital surplus of $9.8 million and the ACER having an adjusted face value of $39.8 million (per the terms of the Purchase Agreement). Of this amount, as of June 30, 2017 we have recorded the non-contingent portion of $19.8 million of face value (net of the contingent $20.0 million face value maximum negative cash flow adjustment) at its carrying value of $5.3 million, which is classified as an equity receivable included in other assets. We will record the contingent portion of the ACER ($20.0 million face value) at its estimated fair value as of the date the contingency is resolved in accordance with the terms of the Purchase Agreement, which we currently expect to occur in the second half of 2017 . 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 and six months ended June 3 0 Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2017 2016 2017 2016 Revenues $ — $ 65,546 $ — $ 128,751 Cost of services 38 71,230 258 143,722 Selling, general & administrative expenses 20 5,055 157 12,115 Depreciation and amortization — 10,701 — 21,575 Restructuring and related charges — 2,722 — 8,424 Distribution from joint venture 98 — 98 — Pretax income (loss) on discontinued operations $ 40 $ (24,162 ) $ (317 ) $ (57,085 ) Pretax loss on release of cumulative translation adjustment (1) (3,044 ) — (3,044 ) — Pretax loss on sale of TPHS business (134 ) (4,826 ) (444 ) (4,826 ) Pretax loss on impairment of held for sale asset group — (158,354 ) — (158,354 ) Total pretax loss on discontinued operations $ (3,138 ) $ (187,342 ) $ (3,805 ) $ (220,265 ) Income tax expense 535 8,112 88 8,292 Loss from discontinued operations, net of income tax $ (3,673 ) $ (195,454 ) $ (3,893 ) $ (228,557 ) (1) During the second quarter of 2017, we substantially liquidated a foreign entity that was part of our TPHS business, resulting in a release of the cumulative translation adjustment of $3.0 million into loss from discontinued operations. The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: Six Months Ended June 30, (In thousands) 2017 2016 Depreciation and amortization on discontinued operations $ — $ 21,575 Capital expenditures on discontinued operations — 7,680 Share-based compensation on discontinued operations — 1,763

Share-Based Compensation

Share-Based Compensation	6 Months Ended
	Jun. 30, 2017
Share-Based Compensation [Abstract]
Share-Based Compensation	4. Share-Based Compensation We currently have three types of share-based awards outstanding to our employees and directors: stock options, restricted stock units, 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 . 0 . . A summary of our stock options as of June 3 0 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 (222 ) 12.69 Forfeited — — Expired (45 ) 45.36 Outstanding at June 30, 2017 757 $ 12.54 4.4 $ 20,661 Exercisable at June 30, 2017 732 $ 12.40 4.3 $ 20,083 The following table shows a summary of our restricted stock and restricted stock units as of June 30, 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 113 30.56 Vested (230 ) 11.99 Forfeited (44 ) 11.64 Nonvested at June 30, 2017 778 $ 16.07 The following table shows a summary of our market stock units as of June 30, 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 June 30, 2017 373 $ 9.01

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2017
Income Taxes [Abstract]
Income Taxes	5. Income Taxes For the three and six months ended June 30, 2017, we had an effective income tax rate from continuing operations of 35.7% and 36.7%, respectively, each of which was favorably impacted by the tax benefits of share-based awards following the adoption of ASU 2016-09 on January 1, 2017. For the three and six months ended June 30, 2016, we did not record income tax expense because we followed the At June 30, 2017, we had approximately $134.8 million of federal loss carryforwards and approximately $166.5 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	6 Months Ended
	Jun. 30, 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 June 30, 2017 and December 31 , (In thousands) June 30, 2017 December 31, 2016 Cash Convertible Notes, net of unamortized discount $ 141,771 $ 137,859 Prior Credit Agreement: Term Loan — 60,000 Revolver — 13,500 Credit Agreement: Term Loan 40,000 — Capital lease obligations and other 2,113 1,270 183,884 212,629 Less: deferred loan costs (1,493 ) (2,286 ) 182,391 210,343 Less: current portion (142,979 ) (46,046 ) $ 39,412 $ 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"). For further description of the Prior Credit Agreement, please see footnote 10 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. 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 the term loan A and any outstanding revolving loans in full 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 of June 30, 2017, we had not borrowed any amounts under the delayed draw term loan, and availability under the revolving credit facility totaled $92.5 million. 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. 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 also contains 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 June 30, 2017, as further detailed below. Accordingly, we have classified the Cash Convertible Notes as long-term debt at December 31, 2016 and as a current liability at June 30, 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 June 16, 2017 for the calendar quarter ending June 30, 2017, and accordingly, the Cash Convertible Notes are convertible at any time at the option of the holders during the period from July 1, 2017 through September 30, 2017. The initial cash conversion rate is 51.3769 shares of the Company's common stock per $1,000 principal amount of the Cash Convertible Notes (equivalent to an initial conversion price of $19.4640 per share of common stock). The settlement on any Cash 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 Cash 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 a long-term liability. Due to the satisfaction of the Trading Price Condition in June 2017 and the resulting classification of the Cash Convertible Notes as a current liability at June 30, 2017, the Cash Conversion Derivative is recorded in current liabilities at June 30, 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 and six months ended June 30, 2017, we recorded $2.0 million and $3.9 million, respectively, 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 June 30, 2017 and December 31, 2016 was $141.8 million and $137.9 million, respectively, net of the unamortized discount of $8.2 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 June 2017 and the resulting classification of the Cash Convertible Notes as a current liability at June 30, 2017, the Cash Convertible Notes Hedges are classified in current assets at June 30, 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 increased 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	6 Months Ended
	Jun. 30, 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 June 30, 2017, this obligation totaled $1.6 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	6 Months Ended
	Jun. 30, 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 June 30 , , (In thousands) June 30, 2017 December 31, 2016 Level 3: Assets: Cash Convertible Notes Hedges $ 160,876 $ 48,361 Liabilities: Cash Conversion Derivative $ 160,876 $ 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 June 30, 2017 Cash Convertible Notes Hedges $ 48,361 $ — $ — $ 112,515 $ 160,876 Cash Conversion Derivative (48,361 ) — — (112,515 ) (160,876 ) 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, 0 Cash and cash equivalents – The carrying amount of $7 . Long-term debt – The estimated fair value of outstanding borrowings under the Credit Agreement, which includes a revolving credit facility and a term loan facility (see Note 6), and the Cash Convertible Notes are determined based on the fair value hierarchy as discussed above . 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 . , 0 . The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair value at June 30, 2017 was $298.2 million, which is based on the most recent trading price of the Cash Convertible Notes as of June 30, 2017, and the par value was $150.0 million. The carrying amount of the Cash Convertible Notes at June 30, 2017 was $141.8 million, which is net of the debt discount discussed in Note 6 .

Derivative Instruments and Hedg

Derivative Instruments and Hedging Activities	6 Months Ended
	Jun. 30, 2017
Derivative Instruments and Hedging Activities [Abstract]
Derivative Instruments 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 and six months ended June 30, 2017 and 2 0 (In thousands) For the Three Months Ended For the Six Months Ended Derivatives in Cash Flow Hedging Relationships June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect — $ 31 — $ 123 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect — $ (131 ) — $ (264 ) Gains and losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the three and six months ended June 3 0 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. (In thousands) For the Three Months Ended For the Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Statements of Operations Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ 78,431 $ 1,441 $ 112,515 $ (6,162 ) Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized (loss) gain $ (78,431 ) $ (1,441 ) $ (112,515 ) $ 6,162 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 June 30, 2017 and December 31, 2 0 (In thousands) June 30, 2017 December 31, 2016 Assets: Derivatives not designated as hedging instruments: Cash convertible notes hedges, current $ 160,876 $ — Cash convertible notes hedges, long-term — 48,361 Liabilities: Derivatives not designated as hedging instruments: Cash conversion derivative, current $ 160,876 $ — 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	6 Months Ended
	Jun. 30, 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 and six months ended June 3 0 (In thousands except per share data) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share $ 17,240 $ 19,962 $ 32,720 $ 39,168 Net loss from discontinued operations attributable to Tivity Health, Inc. - numerator for loss per share (3,673 ) (195,558 ) (3,893 ) (228,973 ) Net income (loss) attributable to Tivity Health, Inc. - numerator for earnings (loss) per share $ 13,567 $ (175,596 ) $ 28,827 $ (189,805 ) Denominator: Shares used for basic income (loss) per share 39,246 36,172 39,158 36,140 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 481 235 462 177 Restricted stock units 602 586 606 524 Market stock units 312 231 303 202 Warrants related to Cash Convertible Notes 1,728 — 927 — CareFirst Warrants — 3 — — Shares used for diluted income (loss) per share 42,369 37,227 41,456 37,043 Earnings (loss) per share attributable to Tivity Health, Inc. - basic: Continuing operations $ 0.44 $ 0.55 $ 0.84 $ 1.08 Discontinued operations $ (0.09 ) $ (5.41 ) $ (0.10 ) $ (6.34 ) Net income (loss) (1) $ 0.35 $ (4.85 ) $ 0.74 $ (5.25 ) Earnings (loss) per share attributable to Tivity Health, Inc. - diluted: Continuing operations $ 0.41 $ 0.54 $ 0.79 $ 1.06 Discontinued operations $ (0.09 ) $ (5.25 ) $ (0.09 ) $ (6.18 ) Net income (loss) (1) $ 0.32 $ (4.72 ) $ 0.70 $ (5.12 ) Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options — 1,198 8 1,486 Restricted stock units 3 579 10 679 Warrants related to Cash Convertible Notes — 7,707 — 7,707 CareFirst Convertible Note — 892 — 892 CareFirst Warrants — 472 — 591 (1) Figures may not add due to rounding.

Accumulated OCI

Accumulated OCI	6 Months Ended
	Jun. 30, 2017
Accumulated OCI [Abstract]
Accumulated OCI	11. Accumulated OCI The following tables summarize the changes in accumulated OCI, net of tax, for the six months ended June 3 0 (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 $225 1,458 Amounts reclassified from accumulated OCI, net of tax of $0 3,044 Accumulated OCI, net of tax, as of June 30, 2017 $ — (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 benefit of $49 and $0, respectively (74 ) 797 723 Amounts reclassified from accumulated OCI, net of tax 159 — 159 Net increase in other comprehensive income (loss), net of tax 85 797 882 Accumulated OCI, net of tax, as of June 30, 2016 $ (154 ) $ (3,203 ) $ (3,357 ) The following table provides details about reclassifications out of accumulated OCI for the six months ended June 30, 2017 and 2016: Six Months Ended June 30, Statement of Operations (In thousands) 2017 2016 Classification Interest rate swaps $ — $ 264 Interest expense — (105 ) Income tax benefit $ — $ 159 Net of tax See Note 9 for further discussion of our interest rate swaps.

Restructuring and Related Charg

Restructuring and Related Charges	6 Months Ended
	Jun. 30, 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 activity in accrued restructuring and related charges for the six months ended June 30, 2017 related to our 2015 Restructuring Plan: (In thousands) Severance and Other Employee-Related Costs Other Costs Total Accrued restructuring and related charges liability as of January 1, 2017 $ 4,242 $ 63 $ 4,305 Restructuring charges — — — Payments (1,062 ) (6 ) (1,068 ) Accrued restructuring and related charges liability as of June 30, 2017 $ 3,180 $ 57 $ 3,237 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 $5.6 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 activity in accrued restructuring and related charges for the six months ended June 30, 2017 related to our 2016 Restructuring Plan: (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 (2,822 ) (64 ) (2,886 ) Adjustments (2) (125 ) — (125 ) Accrued restructuring and related charges liability as of June 30, 2017 $ 1,698 $ — 1,698 (1) (2)

Basis of Presentation (Policies

Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 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 only of normal recurring adjustments, 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 St22

Recent Relevant Accounting Standards (Policies)	6 Months Ended
	Jun. 30, 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 full retrospective or modified retrospective transition method. We expect to adopt the standard using the modified retrospective transition method, which would require the cumulative effect of initially applying the standard to be recognized as an adjustment to beginning retained earnings as of January 1, 2018. 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. We believe we are following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective January 1, 2018. 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, " In May 2017, the FASB issued ASU No. 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting" ("ASU 2017-09"), which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718. The update is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those years, with early adoption permitted. We do not anticipate that adopting this standard will have a material impact on our consolidated financial statements and related disclosures.

Discontinued Operations (Tables

Discontinued Operations (Tables)	6 Months Ended
	Jun. 30, 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 and six months ended June 3 0 Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2017 2016 2017 2016 Revenues $ — $ 65,546 $ — $ 128,751 Cost of services 38 71,230 258 143,722 Selling, general & administrative expenses 20 5,055 157 12,115 Depreciation and amortization — 10,701 — 21,575 Restructuring and related charges — 2,722 — 8,424 Distribution from joint venture 98 — 98 — Pretax income (loss) on discontinued operations $ 40 $ (24,162 ) $ (317 ) $ (57,085 ) Pretax loss on release of cumulative translation adjustment (1) (3,044 ) — (3,044 ) — Pretax loss on sale of TPHS business (134 ) (4,826 ) (444 ) (4,826 ) Pretax loss on impairment of held for sale asset group — (158,354 ) — (158,354 ) Total pretax loss on discontinued operations $ (3,138 ) $ (187,342 ) $ (3,805 ) $ (220,265 ) Income tax expense 535 8,112 88 8,292 Loss from discontinued operations, net of income tax $ (3,673 ) $ (195,454 ) $ (3,893 ) $ (228,557 ) (1) During the second quarter of 2017, we substantially liquidated a foreign entity that was part of our TPHS business, resulting in a release of the cumulative translation adjustment of $3.0 million into loss from discontinued operations.
Depreciation, Amortization and 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: Six Months Ended June 30, (In thousands) 2017 2016 Depreciation and amortization on discontinued operations $ — $ 21,575 Capital expenditures on discontinued operations — 7,680 Share-based compensation on discontinued operations — 1,763

Share-Based Compensation (Table

Share-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2017
Share-Based Compensation [Abstract]
Summary of Stock Options	A summary of our stock options as of June 3 0 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 (222 ) 12.69 Forfeited — — Expired (45 ) 45.36 Outstanding at June 30, 2017 757 $ 12.54 4.4 $ 20,661 Exercisable at June 30, 2017 732 $ 12.40 4.3 $ 20,083
Summary of Restricted Stock and Restricted Stock Units	The following table shows a summary of our restricted stock and restricted stock units as of June 30, 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 113 30.56 Vested (230 ) 11.99 Forfeited (44 ) 11.64 Nonvested at June 30, 2017 778 $ 16.07
Summary of Market Stock Units	The following table shows a summary of our market stock units as of June 30, 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 June 30, 2017 373 $ 9.01

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2017
Long-Term Debt [Abstract]
Components of Long-term Debt, Net of Unamortized Deferred Loan Costs	The Company's long-term debt, net of unamortized deferred loan costs, consisted of the following at June 30, 2017 and December 31 , (In thousands) June 30, 2017 December 31, 2016 Cash Convertible Notes, net of unamortized discount $ 141,771 $ 137,859 Prior Credit Agreement: Term Loan — 60,000 Revolver — 13,500 Credit Agreement: Term Loan 40,000 — Capital lease obligations and other 2,113 1,270 183,884 212,629 Less: deferred loan costs (1,493 ) (2,286 ) 182,391 210,343 Less: current portion (142,979 ) (46,046 ) $ 39,412 $ 164,297

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 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 June 30 , , (In thousands) June 30, 2017 December 31, 2016 Level 3: Assets: Cash Convertible Notes Hedges $ 160,876 $ 48,361 Liabilities: Cash Conversion Derivative $ 160,876 $ 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 June 30, 2017 Cash Convertible Notes Hedges $ 48,361 $ — $ — $ 112,515 $ 160,876 Cash Conversion Derivative (48,361 ) — — (112,515 ) (160,876 )

Derivative Instruments and He27

Derivative Instruments and Hedging Activities (Tables)	6 Months Ended
	Jun. 30, 2017
Derivative Instruments 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 and six months ended June 30, 2017 and 2 0 (In thousands) For the Three Months Ended For the Six Months Ended Derivatives in Cash Flow Hedging Relationships June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect — $ 31 — $ 123 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect — $ (131 ) — $ (264 )
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. (In thousands) For the Three Months Ended For the Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Statements of Operations Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ 78,431 $ 1,441 $ 112,515 $ (6,162 ) Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized (loss) gain $ (78,431 ) $ (1,441 ) $ (112,515 ) $ 6,162 Selling, general and administrative expenses
Fair Values of Derivative Instruments	The estimated fair values of derivative instruments at June 30, 2017 and December 31, 2 0 (In thousands) June 30, 2017 December 31, 2016 Assets: Derivatives not designated as hedging instruments: Cash convertible notes hedges, current $ 160,876 $ — Cash convertible notes hedges, long-term — 48,361 Liabilities: Derivatives not designated as hedging instruments: Cash conversion derivative, current $ 160,876 $ — Cash conversion derivative, long-term — 48,361

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	6 Months Ended
	Jun. 30, 2017
Earnings (Loss) Per Share [Abstract]
Reconciliation of Numerator and Denominator of Basic and Diluted 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 and six months ended June 3 0 (In thousands except per share data) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share $ 17,240 $ 19,962 $ 32,720 $ 39,168 Net loss from discontinued operations attributable to Tivity Health, Inc. - numerator for loss per share (3,673 ) (195,558 ) (3,893 ) (228,973 ) Net income (loss) attributable to Tivity Health, Inc. - numerator for earnings (loss) per share $ 13,567 $ (175,596 ) $ 28,827 $ (189,805 ) Denominator: Shares used for basic income (loss) per share 39,246 36,172 39,158 36,140 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 481 235 462 177 Restricted stock units 602 586 606 524 Market stock units 312 231 303 202 Warrants related to Cash Convertible Notes 1,728 — 927 — CareFirst Warrants — 3 — — Shares used for diluted income (loss) per share 42,369 37,227 41,456 37,043 Earnings (loss) per share attributable to Tivity Health, Inc. - basic: Continuing operations $ 0.44 $ 0.55 $ 0.84 $ 1.08 Discontinued operations $ (0.09 ) $ (5.41 ) $ (0.10 ) $ (6.34 ) Net income (loss) (1) $ 0.35 $ (4.85 ) $ 0.74 $ (5.25 ) Earnings (loss) per share attributable to Tivity Health, Inc. - diluted: Continuing operations $ 0.41 $ 0.54 $ 0.79 $ 1.06 Discontinued operations $ (0.09 ) $ (5.25 ) $ (0.09 ) $ (6.18 ) Net income (loss) (1) $ 0.32 $ (4.72 ) $ 0.70 $ (5.12 ) Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options — 1,198 8 1,486 Restricted stock units 3 579 10 679 Warrants related to Cash Convertible Notes — 7,707 — 7,707 CareFirst Convertible Note — 892 — 892 CareFirst Warrants — 472 — 591 (1) Figures may not add due to rounding.

Accumulated OCI (Tables)

Accumulated OCI (Tables)	6 Months Ended
	Jun. 30, 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 six months ended June 3 0 (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 $225 1,458 Amounts reclassified from accumulated OCI, net of tax of $0 3,044 Accumulated OCI, net of tax, as of June 30, 2017 $ — (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 benefit of $49 and $0, respectively (74 ) 797 723 Amounts reclassified from accumulated OCI, net of tax 159 — 159 Net increase in other comprehensive income (loss), net of tax 85 797 882 Accumulated OCI, net of tax, as of June 30, 2016 $ (154 ) $ (3,203 ) $ (3,357 )
Reclassifications out of Accumulated Other Comprehensive Income (AOCI)	The following table provides details about reclassifications out of accumulated OCI for the six months ended June 30, 2017 and 2016: Six Months Ended June 30, Statement of Operations (In thousands) 2017 2016 Classification Interest rate swaps $ — $ 264 Interest expense — (105 ) Income tax benefit $ — $ 159 Net of tax

Restructuring and Related Cha30

Restructuring and Related Charges (Tables)	6 Months Ended
	Jun. 30, 2017
Restructuring and Related Charges [Abstract]
Restructuring Plan and Other Restructuring Costs	The following table shows the activity in accrued restructuring and related charges for the six months ended June 30, 2017 related to our 2015 Restructuring Plan: (In thousands) Severance and Other Employee-Related Costs Other Costs Total Accrued restructuring and related charges liability as of January 1, 2017 $ 4,242 $ 63 $ 4,305 Restructuring charges — — — Payments (1,062 ) (6 ) (1,068 ) Accrued restructuring and related charges liability as of June 30, 2017 $ 3,180 $ 57 $ 3,237 The following table shows the activity in accrued restructuring and related charges for the six months ended June 30, 2017 related to our 2016 Restructuring Plan: (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 (2,822 ) (64 ) (2,886 ) Adjustments (2) (125 ) — (125 ) Accrued restructuring and related charges liability as of June 30, 2017 $ 1,698 $ — 1,698 (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 St32

Recent Relevant Accounting Standards (Details) $ in Millions	6 Months Ended
	Jun. 30, 2017USD ($)
ASU No. 2016-09 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings	$ 6.5

Discontinued Operations (Detail

Discontinued Operations (Details) $ / shares in Units, $ in Thousands		Jul. 31, 2016USD ($)$ / shares	May 31, 2017USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)Installment	Jun. 30, 2016USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Adjustable convertible equity right, face amount		$ 30,000
Conversion period of stock conversion		24 months
Financial results included in losses from discontinued operations [Abstract]
Pretax loss on release of cumulative translation adjustment						$ (3,044)	$ 0
Loss from discontinued operations, net of income tax				$ (3,673)	$ (195,454)	(3,893)	(228,557)
TPHS Business [Member] | Discontinued Operations, Disposed of by Sale [Member]
Financial results included in losses from discontinued operations [Abstract]
Revenues				0	65,546	0	128,751
Cost of services				38	71,230	258	143,722
Selling, general & administrative expenses				20	5,055	157	12,115
Depreciation and amortization				0	10,701	0	21,575
Restructuring and related charges				0	2,722	0	8,424
Distribution from joint venture				98	0	98	0
Pretax income (loss) on discontinued operations				40	(24,162)	(317)	(57,085)
Pretax loss on release of cumulative translation adjustment	[1]			(3,044)	0	(3,044)	0
Pretax loss on sale of TPHS business				(134)	(4,826)	(444)	(4,826)
Pretax loss on impairment of held for sale asset group				0	(158,354)	0	(158,354)
Total pretax loss on discontinued operations				(3,138)	(187,342)	(3,805)	(220,265)
Income tax expense				535	8,112	88	8,292
Loss from discontinued operations, net of income tax				(3,673)	$ (195,454)	(3,893)	(228,557)
Significant operating and investing non-cash items of the discontinued operations [Abstract]
Depreciation and amortization on discontinued operations						0	21,575
Capital expenditures on discontinued operations						0	7,680
Share-based compensation on discontinued operations						$ 0	$ 1,763
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		$ 4,200
Number of quarterly installments | Installment						5
Payment obligation included in accrued liabilities				1,600		$ 1,600
Sharecare [Member] | Adjustable Convertible Equity Right [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Adjustable convertible equity right, face amount			$ 39,800
Stock issued during period conversion of convertible securities, conversion price (in dollars per share) | $ / shares		$ 249.87
Maximum reduction in face amount of adjustable convertible equity right due to negative cash flows			20,000
Net working capital surplus			9,800
Increase in face value of adjustable convertible equity right (ACER)			9,800
Non-contingent portion of face amount			$ 19,800
Total fair value of adjustable convertible equity right recorded				$ 5,300		$ 5,300
[1]	During the second quarter of 2017, we substantially liquidated a foreign entity that was part of our TPHS business, resulting in a release of the cumulative translation adjustment of $3.0 million into loss from discontinued operations.

Share-Based Compensation (Detai

Share-Based Compensation (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)$ / sharesshares	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)Type$ / sharesshares	Jun. 30, 2016USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Types of share based awards | Type			3
Share-based compensation costs | $	$ 1,900	$ 2,900	$ 3,400	$ 5,300
Stock Options [Member]
Shares [Roll Forward]
Outstanding, beginning of period (in shares) | shares			1,024
Granted (in shares) | shares			0
Exercised (in shares) | shares			(222)
Forfeited (in shares) | shares			0
Expired (in shares) | shares			(45)
Outstanding, end of period (in shares) | shares	757		757
Exercisable, end of period (in shares) | shares	732		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			12.69
Forfeited (in dollars per share) | $ / shares			0
Expired (in dollars per share) | $ / shares			45.36
Outstanding, end of period (in dollars per share) | $ / shares	$ 12.54		12.54
Exercisable, end of period (in dollars per share) | $ / shares	$ 12.40		$ 12.40
Weighted Average Remaining Contractual Term [Abstract]
Outstanding			4 years 4 months 24 days
Exercisable			4 years 3 months 18 days
Aggregate Intrinsic Value [Abstract]
Outstanding | $	$ 20,661		$ 20,661
Exercisable | $	$ 20,083		$ 20,083
Restricted Stock and Restricted Stock Units [Member]
Shares [Roll Forward]
Nonvested, beginning of period (in shares) | shares			939
Granted (in shares) | shares			113
Vested (in shares) | shares			(230)
Forfeited (in shares) | shares			(44)
Nonvested, end of period (in shares) | shares	778		778
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			30.56
Vested (in dollars per share) | $ / shares			11.99
Forfeited (in dollars per share) | $ / shares			11.64
Nonvested, end of period (in dollars per share) | $ / shares	$ 16.07		$ 16.07
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		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		$ 9.01
Discontinued Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation costs | $		$ 1,000		$ 1,800

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Taxes [Abstract]
Effective tax rate	35.70%		36.70%
Income tax expense	$ 9,560	$ 0	$ 18,931	$ 0
Operating Loss Carryforwards [Line Items]
Open tax year			2,013
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	134,800		$ 134,800
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 166,500		$ 166,500

Long-Term Debt, Summary of Long

Long-Term Debt, Summary of Long-term Debt, Net of Unamortized Deferred Loan Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, net of unamortized discount	$ 183,884	$ 212,629
Less: deferred loan costs	(1,493)	(2,286)
Total debt including debt held for sale as discontinued operations	182,391	210,343
Less: current portion	(142,979)	(46,046)
Long-term debt, excluding current portion	39,412	164,297
Cash Convertible Notes, Net of Unamortized Discount [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, net of unamortized discount	141,771	137,859
Capital Lease Obligations and Other [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, net of unamortized discount	2,113	1,270
Prior Credit Agreement [Member] | Term Loan [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, net of unamortized discount	0	60,000
Prior Credit Agreement [Member] | Revolver [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, net of unamortized discount	0	13,500
Credit Agreement [Member] | Term Loan [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, net of unamortized discount	$ 40,000	$ 0

Long-Term Debt, Credit Facility

Long-Term Debt, Credit Facility (Details) - USD ($) $ in Thousands	Apr. 21, 2017	Jun. 30, 2017	Dec. 31, 2016
Line of Credit Facility [Line Items]
Long term debt outstanding		$ 182,391	$ 210,343
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Availability under the revolving credit facility under most restrictive covenant		$ 92,500
Prior Credit Agreement [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Initiation date		Jun. 8, 2012
Credit Agreement [Member]
Line of Credit Facility [Line Items]
Initiation date		Apr. 21, 2017
Maturity date		Apr. 21, 2022
Credit Agreement [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Unused commitment fee percentage	0.20%
Credit Agreement [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Unused commitment fee percentage	0.50%
Credit Agreement [Member] | Federal Funds Rate [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.50%
Credit Agreement [Member] | LIBOR [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Variable rate basis	0.00%
Margin rate	1.50%
Credit Agreement [Member] | LIBOR [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Margin rate	2.75%
Credit Agreement [Member] | One-Month LIBOR [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
Credit Agreement [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Margin rate	0.50%
Credit Agreement [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Margin rate	1.75%
Credit Agreement [Member] | Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000
Credit Agreement [Member] | Letters of Credit Sub Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	75,000
Credit Agreement [Member] | Swingline Sub Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	25,000
Credit Agreement [Member] | Term Loan Facility A [Member]
Line of Credit Facility [Line Items]
Debt instrument, face amount	70,000
Credit Agreement [Member] | Delayed Draw Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Debt instrument, face amount	$ 150,000
Long term debt outstanding		$ 0
Credit Agreement [Member] | Delayed Draw Term Loan Facility [Member] | First 12 Quarters Following the Closing [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]
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]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000

Long-Term Debt, Cash Convertibl

Long-Term Debt, Cash Convertible Notes (Details)	Jul. 16, 2013USD ($)$ / shares	Jun. 30, 2017USD ($)	Jun. 30, 2017USD ($)TradingDay	Jun. 30, 2016USD ($)	Dec. 31, 2016USD ($)	Jul. 31, 2013$ / shares
Debt Instrument [Line Items]
Interest expense related to amortization of debt discount			$ 3,911,000	$ 3,698,000
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
Par amount of convertible note	$ 1,000
Initial conversion price (in dollars per share) | $ / shares	$ 19.4640
Deferred loan costs	$ 3,900,000
Fair value of cash conversion derivative	$ 36,800,000
Interest expense related to amortization of debt discount		$ 2,000,000	$ 3,900,000
Effective interest rate		5.70%	5.70%
Debt instrument, unamortized discount		$ 8,200,000	$ 8,200,000		$ 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	6 Months Ended
	Jun. 30, 2017USD ($)Installment
Contractual Commitment [Abstract]
Period over which payments are to be made to joint venture	5 years
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	$ 1.6

Fair Value Measurements, Assets

Fair Value Measurements, Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
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	112,515
Balance at end of period	160,876
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	(112,515)
Balance at end of period	(160,876)
Recurring [Member] | Cash Convertible Notes Hedges [Member] | Level 3 [Member]
Assets [Abstract]
Fair Value	160,876	$ 48,361
Recurring [Member] | Cash Conversion Derivative [Member] | Level 3 [Member]
Liabilities [Abstract]
Fair Value	$ 160,876	$ 48,361

Fair Value Measurements, Fair V

Fair Value Measurements, Fair Value of Other Financial Instruments (Details) $ in Thousands	Jun. 30, 2017USD ($)
Cash Convertible Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate principal of convertible notes	$ 150,000
Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	7,796
Carrying Value [Member] | Credit Agreement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	40,000
Carrying Value [Member] | Cash Convertible Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	141,800
Estimated Fair Value [Member] | Credit Agreement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	40,000
Estimated Fair Value [Member] | Cash Convertible Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	$ 298,200

Derivative Instruments and He42

Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 30, 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	$ 31	$ 0	$ 123
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect	0	(131)	0	(264)
Net unrealized gain (loss) on derivative instruments not designated as hedging instruments [Abstract]
Net unrealized gain (loss)	0	0	0	0
Liabilities [Abstract]
Derivative liabilities, current	160,876		160,876		$ 0
Derivative liabilities, long-term	0		0		48,361
Cash Convertible Notes Hedges [Member] | Selling, General and Administrative Expenses [Member]
Net unrealized gain (loss) on derivative instruments not designated as hedging instruments [Abstract]
Net unrealized gain (loss)	78,431	1,441	112,515	(6,162)
Cash Convertible Notes Hedges [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Assets [Abstract]
Derivative assets, current	160,876		160,876		0
Derivative assets, long-term	0		0		48,361
Cash Conversion Derivative [Member] | Selling, General and Administrative Expenses [Member]
Net unrealized gain (loss) on derivative instruments not designated as hedging instruments [Abstract]
Net unrealized gain (loss)	(78,431)	$ (1,441)	(112,515)	$ 6,162
Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Liabilities [Abstract]
Derivative liabilities, current	160,876		160,876		0
Derivative liabilities, long-term	$ 0		$ 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		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator [Abstract]
Net income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share		$ 17,240	$ 19,962	$ 32,720	$ 39,168
Net loss from discontinued operations attributable to Tivity Health, Inc. - numerator for loss per share		(3,673)	(195,558)	(3,893)	(228,973)
Net income (loss) attributable to Tivity Health, Inc.		$ 13,567	$ (175,596)	$ 28,827	$ (189,805)
Denominator [Abstract]
Shares used for basic income (loss) per share (in shares)		39,246	36,172	39,158	36,140
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Shares used for diluted income (loss) per share (in shares)		42,369	37,227	41,456	37,043
Earnings (loss) per share attributable to Tivity Health, Inc. - basic [Abstract]
Continuing operations (in dollars per share)		$ 0.44	$ 0.55	$ 0.84	$ 1.08
Discontinued operations (in dollars per share)		(0.09)	(5.41)	(0.10)	(6.34)
Net income (loss) (in dollars per share)	[1]	0.35	(4.85)	0.74	(5.25)
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted [Abstract]
Continuing operations (in dollars per share)		0.41	0.54	0.79	1.06
Discontinued operations (in dollars per share)		(0.09)	(5.25)	(0.09)	(6.18)
Net income (loss) (in dollars per share)	[1]	$ 0.32	$ (4.72)	$ 0.70	$ (5.12)
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)		481	235	462	177
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)		602	586	606	524
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)		312	231	303	202
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)		1,728	0	927	0
CareFirst Warrants [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)		0	3	0	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)		0	1,198	8	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)		3	579	10	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	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	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	472	0	591
[1]	Figures may not add due to rounding.

Accumulated OCI (Details)

Accumulated OCI (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Changes in accumulated OCI, net of tax [Roll Forward]
Other comprehensive income before reclassifications, net of tax		$ 723
Amounts reclassified from accumulated OCI, net of tax		159
Total other comprehensive income, net of tax	$ 4,502	882
Accumulated Other Comprehensive Income (Loss) [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Balance		(4,239)
Balance		(3,357)
Net Change in Fair Value of Interest Rate Swaps [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Balance		(239)
Other comprehensive income before reclassifications, net of tax		(74)
Amounts reclassified from accumulated OCI, net of tax		159
Total other comprehensive income, net of tax		85
Balance		(154)
Other comprehensive income (loss) before reclassifications, tax		(49)
Foreign Currency Translation Adjustments [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Balance	(4,502)	(4,000)
Other comprehensive income before reclassifications, net of tax	1,458	797
Amounts reclassified from accumulated OCI, net of tax	3,044	0
Total other comprehensive income, net of tax		797
Balance	0	(3,203)
Other comprehensive income (loss) before reclassifications, tax	225	$ 0
Amounts reclassified from accumulated OCI, tax	$ 0

Accumulated OCI, Reclassificati

Accumulated OCI, Reclassifications Out of Accumulated OCI (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ 4,130	$ 4,176	$ 7,964	$ 8,281
Income tax benefit	9,560	0	18,931	0
Net of tax	$ (13,567)	$ 175,492	(28,827)	189,389
Amounts Reclassified from Accumulated Other Comprehensive Income [Member] | Interest Rate Swaps [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense			0	264
Income tax benefit			0	(105)
Net of tax			$ 0	$ 159

Restructuring and Related Cha46

Restructuring and Related Charges (Details) $ in Thousands	6 Months Ended
	Jun. 30, 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	(1,068)
Accrued restructuring and related charges liability as of period end	3,237
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	(1,062)
Accrued restructuring and related charges liability as of period end	3,180
2015 Restructuring Plan [Member] | Consulting and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	63
Restructuring charges	0
Payments	(6)
Accrued restructuring and related charges liability as of period end	57
2016 Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	3,899
Restructuring charges	810
Payments	(2,886)
Adjustments	(125)	[1]
Accrued restructuring and related charges liability as of period end	1,698
Restructuring Cost [Abstract]
Restructuring charges incurred	5,600
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	(2,822)
Adjustments	(125)	[1]
Accrued restructuring and related charges liability as of period end	1,698
2016 Restructuring Plan [Member] | Consulting and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	48	[2]
Restructuring charges	16	[2]
Payments	(64)	[2]
Adjustments	0	[1],[2]
Accrued restructuring and related charges liability as of period end	$ 0	[2]
[1]	Adjustments consist primarily of actual employee tax and benefit amounts differing from previous estimates.
[2]	Consulting and other costs consist of third-party consulting charges incurred in connection with the 2016 Restructuring Plan.