Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 23, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | TIVITY HEALTH, INC. | ||
Entity Central Index Key | 704,415 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1.5 | ||
Entity Common Stock, Shares Outstanding | 39,784,760 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 28,440 | $ 1,602 |
Accounts receivable, net | 55,113 | 50,424 |
Prepaid expenses | 3,444 | 3,409 |
Other current assets | 2,180 | 2,250 |
Cash convertible notes hedges, current | 134,079 | 0 |
Income taxes receivable | 39 | 426 |
Total current assets | 223,295 | 58,111 |
Property and equipment: | ||
Leasehold improvements | 10,384 | 10,144 |
Computer equipment and related software | 19,508 | 23,024 |
Furniture and office equipment | 8,194 | 8,670 |
Capital projects in process | 1,105 | 2,079 |
Property and equipment, gross | 39,191 | 43,917 |
Less accumulated depreciation | (28,533) | (35,586) |
Property and equipment, net | 10,658 | 8,331 |
Other assets | 13,315 | 6,688 |
Cash convertible notes hedges, long-term | 0 | 48,361 |
Long-term deferred tax asset | 25,166 | 59,562 |
Intangible assets, net | 29,049 | 29,049 |
Goodwill, net | 334,680 | 334,680 |
Total assets | 636,163 | 544,782 |
Current liabilities: | ||
Accounts payable | 26,804 | 26,029 |
Accrued salaries and benefits | 15,018 | 18,686 |
Accrued liabilities | 33,527 | 33,623 |
Other current liabilities | 984 | 397 |
Cash conversion derivative, current | 134,079 | 0 |
Current portion of long-term debt | 145,959 | 46,046 |
Current portion of long-term liabilities | 2,262 | 7,582 |
Total current liabilities | 358,633 | 132,363 |
Long-term debt | 0 | 164,297 |
Cash conversion derivative, long-term | 0 | 48,361 |
Other long-term liabilities | 5,577 | 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, 39,729,580 and 38,933,580 shares outstanding, respectively | 40 | 39 |
Additional paid-in capital | 349,243 | 341,270 |
Accumulated deficit | (49,148) | (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 | 271,953 | 189,298 |
Total liabilities and stockholders' equity | $ 636,163 | $ 544,782 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares outstanding (in shares) | 39,729,580 | 38,933,580 |
Treasury stock (in shares) | 2,254,953 | 2,254,953 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||
Revenues | $ 556,942 | $ 500,998 | $ 452,092 |
Cost of services (exclusive of depreciation and amortization of $2,802, $3,468, and $5,440, respectively, included below) | 395,605 | 357,120 | 318,060 |
Selling, general and administrative expenses | 34,361 | 39,478 | 35,546 |
Depreciation and amortization | 3,357 | 4,085 | 6,869 |
Restructuring and related charges | 3,223 | 4,933 | 702 |
Operating income | 120,396 | 95,382 | 90,915 |
Interest expense | 15,613 | 17,318 | 17,996 |
Income before income taxes | 104,783 | 78,064 | 72,919 |
Income tax expense | 43,553 | 21,973 | 29,285 |
Income from continuing operations | 61,230 | 56,091 | 43,634 |
Income (loss) from discontinued operations, net of income tax | 2,485 | (184,706) | (74,952) |
Net income (loss) | 63,715 | (128,615) | (31,318) |
Less: net income (loss) attributable to non-controlling interest | 0 | 496 | (371) |
Net income (loss) attributable to Tivity Health, Inc. | $ 63,715 | $ (129,111) | $ (30,947) |
Earnings (loss) per share attributable to Tivity Health, Inc. - basic: | |||
Continuing operations (in dollars per share) | $ 1.56 | $ 1.52 | $ 1.22 |
Discontinued operations (in dollars per share) | 0.06 | (5.01) | (2.08) |
Net income (loss) (in dollars per share) | 1.62 | (3.49) | (0.86) |
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted: | |||
Continuing operations (in dollars per share) | 1.44 | 1.47 | 1.18 |
Discontinued operations (in dollars per share) | 0.06 | (4.86) | (2.02) |
Net income (loss) (in dollars per share) | $ 1.50 | $ (3.39) | $ (0.84) |
Comprehensive income (loss) | $ 68,217 | $ (128,878) | $ (33,509) |
Weighted average common shares and equivalents: | |||
Basic (in shares) | 39,357 | 36,999 | 35,832 |
Diluted (in shares) | 42,547 | 38,075 | 36,854 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||
Cost of services, depreciation and amortization | $ 2,802 | $ 3,468 | $ 5,440 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | |||
Net income (loss) | $ 63,715 | $ (128,615) | $ (31,318) |
Other comprehensive income (loss), net of tax | |||
Net change in fair value of interest rate swaps, net of tax | 0 | 239 | 103 |
Foreign currency translation adjustment, net of tax | 1,458 | (502) | (2,294) |
Release of cumulative translation adjustment to loss from discontinued operations due to substantial liquidation of foreign entity | 3,044 | 0 | 0 |
Total other comprehensive income (loss), net of tax | 4,502 | (263) | (2,191) |
Comprehensive income (loss) | $ 68,217 | $ (128,878) | $ (33,509) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2014 | $ 0 | $ 35 | $ 292,346 | $ 42,439 | $ (28,182) | $ (2,048) | $ 304,590 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive income (loss) | 0 | 0 | 0 | (31,318) | 0 | (2,191) | (33,509) |
Exercise of stock options | 0 | 1 | 2,466 | 0 | 0 | 0 | 2,467 |
Repurchase of common stock | 0 | 0 | 0 | (1,833) | 0 | 0 | (1,833) |
Tax effect of stock options and restricted stock units | 0 | 0 | (5,617) | 0 | 0 | 0 | (5,617) |
Share-based employee compensation expense | 0 | 0 | 10,469 | 0 | 0 | 0 | 10,469 |
Issuance of CareFirst Warrants | 0 | 0 | 2,408 | 0 | 0 | 0 | 2,408 |
Proceeds from non-controlling interest | 0 | 0 | 1,615 | 0 | 0 | 0 | 1,615 |
Balance at Dec. 31, 2015 | 0 | 36 | 303,687 | 9,288 | (28,182) | (4,239) | 280,590 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Comprehensive income (loss) | 0 | 0 | 0 | (128,615) | 0 | (263) | (128,878) |
Exercise of stock options | 0 | 2 | 10,000 | 0 | 0 | 0 | 10,002 |
Tax effect of stock options and restricted stock units | 0 | 0 | (8,947) | 0 | 0 | 0 | (8,947) |
Share-based employee compensation expense | 0 | 0 | 17,538 | 0 | 0 | 0 | 17,538 |
Issuance of CareFirst Warrants | 0 | 0 | 192 | 0 | 0 | 0 | 192 |
Conversion of CareFirst Convertible Note | 0 | 1 | 19,999 | 0 | 0 | 0 | 20,000 |
Settlement of non-controlling interest | 0 | 0 | (1,199) | 0 | 0 | 0 | (1,199) |
Balance at Dec. 31, 2016 | 0 | 39 | 341,270 | (119,327) | (28,182) | (4,502) | 189,298 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect of a change in accounting principle - adoption of ASU 2016-09 | Accounting Standards Update 2016-09 [Member] | 0 | 0 | 74 | 6,464 | 0 | 0 | 6,538 |
Comprehensive income (loss) | 0 | 0 | 0 | 63,715 | 0 | 4,502 | 68,217 |
Exercise of stock options | 0 | 1 | 5,722 | 0 | 0 | 0 | 5,723 |
Tax withholding for share-based compensation | 0 | 0 | (4,481) | 0 | 0 | 0 | (4,481) |
Share-based employee compensation expense | 0 | 0 | 6,658 | 0 | 0 | 0 | 6,658 |
Balance at Dec. 31, 2017 | $ 0 | $ 40 | $ 349,243 | $ (49,148) | $ (28,182) | $ 0 | $ 271,953 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income from continuing operations | $ 61,230 | $ 56,091 | $ 43,634 |
Net income (loss) from discontinued operations | 2,485 | (184,706) | (74,952) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 3,357 | 31,292 | 49,855 |
Amortization of deferred loan costs | 2,887 | 2,209 | 2,520 |
Amortization of debt discount | 8,001 | 7,564 | 7,148 |
Share-based employee compensation expense | 6,658 | 17,538 | 10,469 |
Loss on sale of MeYou Health | 0 | 5,325 | 0 |
(Gain) loss on sale of TPHS business | (4,733) | 192,034 | 0 |
Gain on sale of navvis business | 0 | 0 | (1,873) |
Loss on release of cumulative translation adjustment | 3,044 | 0 | 0 |
Equity in (income) loss from joint ventures | 0 | (271) | 20,229 |
Deferred income taxes | 40,935 | (75,942) | (5,916) |
(Increase) decrease in accounts receivable, net | (3,939) | 8,330 | 16,971 |
Decrease in other current assets | 820 | 2,819 | 2,796 |
(Decrease) increase in accounts payable | (407) | (3,376) | 5,248 |
Decrease in accrued salaries and benefits | (6,061) | (1,056) | (801) |
Decrease in other current liabilities | (6,436) | (4,825) | (11,764) |
Other | (2,565) | (7,425) | 940 |
Net cash flows provided by operating activities | 105,276 | 45,601 | 64,504 |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (5,910) | (14,474) | (34,730) |
Investment in joint ventures | 0 | (1,298) | (5,881) |
Proceeds from sale of MeYou Health | 0 | 5,156 | 0 |
Proceeds From sale of navvis | 0 | 0 | 4,369 |
Payments related to sale of TPHS business | 0 | (27,469) | 0 |
Other | 0 | (787) | (1,121) |
Net cash flows used in investing activities | (5,910) | (38,872) | (37,363) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 373,450 | 515,666 | 572,981 |
Payments of long-term debt | (449,084) | (527,115) | (597,837) |
Payments related to tax withholding for share-based compensation | (4,481) | (7,699) | (3,544) |
Exercise of stock options | 5,722 | 10,002 | 2,467 |
Repurchase of common stock | 0 | 0 | (1,833) |
Deferred loan costs | (2,452) | (424) | (892) |
Proceeds from non-controlling interest | 0 | 0 | 1,615 |
Change in cash overdraft and other | 2,533 | 2,834 | 1,648 |
Net cash flows used in financing activities | (74,312) | (6,736) | (25,395) |
Effect of exchange rate changes on cash | 1,784 | (261) | (1,641) |
Less: net (decrease) increase in discontinued operations cash and cash equivalents | 0 | (1,637) | 388 |
Net increase (decrease) in cash and cash equivalents | 26,838 | 1,369 | (283) |
Cash and cash equivalents, beginning of period | 1,602 | 233 | 516 |
Cash and cash equivalents, end of period | 28,440 | 1,602 | 233 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 4,727 | 7,474 | 8,303 |
Cash paid during the period for income taxes, net of refunds | 0 | 1,458 | 262 |
Noncash Activities: | |||
Issuance of CareFirst Warrants | 0 | 192 | 2,408 |
Assets acquired through capital lease obligation | 0 | 0 | 898 |
Conversion of CareFirst Convertible Note | $ 0 | $ 20,000 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Tivity Health, Inc. was founded and incorporated in Delaware in 1981. Through our three programs, SilverSneakers® senior fitness, Prime ® TM 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 discontinued operations. 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 . As used throughout these notes to the consolidated financial statements , , . a. Principles of Consolidation – See discussion above regarding the TPHS business, including a non-controlling interest. We have eliminated all intercompany profits, transactions and balances. b. Cash and Cash Equivalents - Cash and cash equivalents primarily include cash on deposit. c. Accounts Receivable, net - Accounts receivable includes billed and unbilled amounts. Billed receivables represent fees that are contractually due for services performed , 0. . , d. Property and Equipment - Property and equipment is carried at cost and includes expenditures that increase value or extend useful lives. We recognize depreciation using the straight-line method over useful lives of three to seven years for computer software and hardware and four to seven years for furniture and other office equipment. Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the life of the lease , 0 0 e. Other Assets - . f. Intangible Assets - Intangible assets subject to amortization include customer contracts, acquired technology, and distributor and provider networks , . We assess the potential impairment of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying values may not be recoverable. If we determine that the carrying value of identifiable intangible assets may not be recoverable, we calculate any impairment using an estimate of the asset's fair value based on the estimated price that would be received to sell the asset in an orderly transaction between market participants. Intangible assets not subject to amortization at December 31, 2017 and 2 0 .0 . . g. Goodwill - We recognize goodwill for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses that we acquire. We review goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (during the fourth quarter of the fiscal year) or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. We have a single reporting unit. We may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If we conclude during the qualitative assessment that this is the case or if we elect not to perform a qualitative assessment, we perform a quantitative review as described below. During a quantitative review of goodwill, we estimate the fair value of a reporting unit using a combination of a discounted cash flow model and a market-based approach, and in the event we were to have multiple reporting units, we reconcile the aggregate fair value of our reporting units to our consolidated market capitalization. Estimating fair value requires significant judgments, including management's estimate of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for our business, the useful life over which cash flows will occur, and determination of our weighted average cost of capital, as well as relevant comparable company earnings multiples for the market-based approach. Changes in these estimates and assumptions could materially affect the estimate of fair value and potential goodwill impairment for a reporting unit. If we determine that the carrying value of goodwill is impaired, we calculate any impairment using a fair-value based goodwill impairment test as required by generally accepted accounting principles in the United States ("U.S. GAAP"). The fair value of a reporting unit is the price that would be received upon a sale of the unit as a whole in an orderly transaction between market participants at the measurement date. h. Accounts Payable - Accounts payable consists of short-term trade obligations and includes cash overdrafts attributable to disbursements not yet cleared by the bank. i. Income Taxes - . . . , 0 Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected to be realized . j. Revenue Recognition - , , Our fees are generally billed per member per month ("PMPM"), or a combination of PMPM and . , . . We recognize PMPM fees and fees for participation as revenue during the period we perform our services . On January 1, 2018, we adopted Accounting Standards Update ("ASU") No. 2014-09 (as discussed under "Recent Relevant Accounting Standards" below) using the modified retrospective transition method applied to contracts that were not completed as of January 1, 2018. k. Earnings (Loss) Per Share – We calculate basic earnings (loss) per share using weighted average common shares outstanding during the period. We calculate diluted earnings (loss) per share using weighted average common shares outstanding during the period plus the effect of all dilutive potential common shares outstanding during the period unless the impact would be anti-dilutive. See Note 15 for a reconciliation of basic and diluted earnings (loss) per share. l. Share-Based Compensation – We recognize all share - - m. Derivative Instruments and Hedging Activities – We use derivative instruments to manage risks related to interest expense and the cash convertible senior notes (as discussed in Note 7) . , . , . , . n. Management Estimates – In preparing our consolidated financial statements in conformity with U.S . |
Recent Relevant Accounting Stan
Recent Relevant Accounting Standards | 12 Months Ended |
Dec. 31, 2017 | |
Recent Relevant Accounting Standards [Abstract] | |
Recent Relevant Accounting Standards | 2. Recent Relevant Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, which creates 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. On January 1, 2018, we adopted ASC Topic 606 using the modified retrospective transition method applied to contracts that were not completed as of January 1, 2018. The cumulative impact of our adoption of ASC Topic 606 was not material. 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 on a prospective basis in the income statement, of which excess tax benefits were previously presented as a component of shareholders' equity. 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 excess 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"), which we adopted on January 1, 2018. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows and is to be applied using a retrospective approach. We do not anticipate that adopting this standard will have a material impact on our consolidated financial statements and related disclosures. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | 3. Discontinued Operations On July 27, 2016, we entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Sharecare, Inc. ("Sharecare") and Healthways SC, LLC ("Healthways SC"), a newly formed Delaware limited liability company and wholly owned subsidiary of the Company, pursuant to which Sharecare acquired the TPHS business, which closed effective July 31, 2016 ("Closing"). At Closing, Sharecare delivered to the Company an Adjustable Convertible Equity Right (the "ACER") with an initial face value of $30.0 million, which will be convertible into shares of common stock of Sharecare 24 months after 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"). 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 could have resulted in a reduction in the face amount of the ACER up to a maximum reduction of $20.0 million but did not result in any reduction, as further discussed below), 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). During 2016, we recorded $10.0 million of the ACER's $30.0 million face value (and did not yet record the $20.0 million face value related to the maximum negative cash flow adjustment) at its estimated fair value of $2.7 million as of Closing. In 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. As of December 31, 2017, the remaining obligation totaled $0.8 million and was included in accrued liabilities. 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. Effective July 31, 2016, in connection with the Closing, the Company and CareFirst Holdings, LLC ("CareFirst"), agreed to terminate the Investment Agreement between them (see Note 7). Also in connection with the Closing, all of the Commercial Agreements (defined in Note 7) between the Company and CareFirst relating to the TPHS business were transferred to Healthways SC that, effective at the Closing, became a wholly-owned subsidiary of Sharecare. As a result, CareFirst no longer has the opportunity to earn CareFirst Warrants (as defined in Note 7) in respect of the periods following the Closing. The Convertible Note, the Registration Rights Agreement and the CareFirst Warrants previously issued to CareFirst were not affected by the termination of the Investment Agreement. The following table presents financial results of the TPHS business included in "loss from discontinued operations" for the years ended December 31, 2017, 2016, and 2015. Year Ended December 31, (In thousands) 2017 2016 2015 Revenues $ — $ 151,780 $ 318,506 Cost of services 427 173,302 317,849 Selling, general & administrative expenses 349 18,594 32,928 Depreciation and amortization — 27,207 42,986 Restructuring and related charges — 8,626 14,395 Equity in income (loss) from joint ventures 98 243 (20,229 ) Pretax loss on discontinued operations (678 ) (75,706 ) (109,881 ) Pretax loss on release of cumulative translation adjustment (1) (3,044 ) — — Pretax gain on sale of Navvis business — — 1,873 Pretax loss on sale of MeYou Health business — (4,826 ) — Pretax income (loss) on sale of TPHS business 4,733 (202,095 ) — Total pretax income (loss) on discontinued operations 1,011 (282,627 ) (108,008 ) Income tax benefit (1,474 ) (2) (97,921 ) (33,056 ) Income (loss) from discontinued operations, net of income tax benefit $ 2,485 $ (184,706 ) $ (74,952 ) (1) During the second quarter of 2017, we substantially liquidated foreign entities that were part of our TPHS business, resulting in a release of the cumulative translation adjustment of $3.0 million into loss from discontinued operations. (2) Income tax benefit for the year ended December 31, 2017 includes the effect of a change in the estimate of net U.S. tax incurred in 2016 on foreign activity classified as discontinued operations. The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: Year Ended December 31, (In thousands) 2017 2016 2015 Depreciation and amortization $ — $ 27,207 $ 42,986 Capital expenditures — 10,258 29,984 Assets acquired through capital lease obligations — — 898 Share-based compensation — 10,144 3,404 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill [Abstract] | |
Goodwill | 4. Goodwill The change in carrying amount of goodwill during the years ended December 31 , , , 0 (In thousands) Balance, December 31, 2014 $ 338,800 Navvis sale (1,826 ) Balance, December 31, 2015 336,974 MeYou Health sale (2,294 ) Balance, December 31, 2016 and 2017 $ 334,680 On November 1, 2015, we sold Navvis, a provider of healthcare consulting and advisory services, for $4.4 million in cash, which resulted in a gain of $1.9 million. In June 2016, we sold the assets of MeYou Health, a wholly-owned subsidiary of the Company that was engaged in the business of developing and delivering certain digital health applications, for $5.5 million in cash and additional contingent consideration up to $1.5 million, which resulted in a loss of $4.8 million. This loss is included in loss from discontinued operations in our consolidated statement of comprehensive income (loss) for the year ended December 31, 2016. No goodwill was allocated to the disposal group in connection with the sale of the TPHS business. At each of December 31 , 0 , 0 , . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets subject to amortization at December 31 , (In thousands) Gross Carrying Amount Accumulated Amortization Net Acquired technology $ 1,733 $ (1,733 ) — Distributor and provider networks 8,709 (8,709 ) — Total $ 10,442 $ (10,442 ) $ — Intangible assets subject to amortization at December 31 , (In thousands) Gross Carrying Amount Accumulated Amortization Net Acquired technology $ 6,422 $ (6,422 ) — Distributor and provider networks 8,709 (8,709 ) — Total $ 15,131 $ (15,131 ) $ — As all intangible assets subject to amortization were fully amortized as of December 31, 2017, no amortization expense is expected over the next five years and thereafter. Total amortization expense for the years ended December 31, 2017, 2016, and 2015 was $0, $0.5 million, and $0.5 million, respectively. Intangible assets not subject to amortization at December 31, 2017 and 2016 consist of a tradename of $29.0 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 6. Income Taxes Income tax expense is comprised of the following: (In thousands) Year Ended December 31, 2017 2016 2015 Current taxes Federal $ 771 $ (426) $ 457 State 373 311 670 Deferred taxes Federal 37,565 18,910 23,342 State 4,844 3,178 4,816 Total $ 43,553 $ 21,973 $ 29,285 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table sets forth the significant components of our net deferred tax asset and liability as of December 31 , 0 0 (In thousands) December 31, 2017 December 31, 2016 Deferred tax asset: Accruals and reserves $ 1,539 $ 4,085 Deferred compensation 1,439 4,344 Share-based payments 2,944 5,818 Net operating loss carryforwards 32,122 68,271 Capital loss carryforwards 8,102 11,861 Cash Conversion Derivative 25,821 4,592 Basis difference on joint ventures — 1,621 Tax credits 6,994 — Other assets 320 4,297 79,281 104,889 Valuation allowance (11,462 ) (15,176 ) $ 67,819 $ 89,713 Deferred tax liability: Property and equipment $ (2,104 ) $ (2,386 ) Intangible assets (14,728 ) (21,520 ) Cash Convertible Notes Hedges (25,821 ) (4,592 ) Other liabilities — (1,653 ) (42,653 ) (30,151 ) Net long-term deferred tax asset $ 25,166 $ 59,562 In December 2017, we recorded $5.0 million of tax expense necessary to revalue our deferred tax assets and liabilities at the new 21% federal rate as enacted in the Tax Cuts and Jobs Act of 2017 (the "Tax Act") . At December 31 , , , . , 0 At December 31 , , , , , . Upon adoption of ASU 2016-09 on January 1, 2017, we recorded a $6.5 million increase in deferred tax assets as a cumulative-effect adjustment to retained earnings. The increase in deferred tax assets related to the previously suspended portion of net operating losses attributable to excess tax deductions from share-based payment awards. In 2016, pursuant to ASC Topic 718-740 , - . In 2017, our undistributed foreign earnings were subject to the mandatory deemed repatriation ("toll charge") provision included in the Tax Act, and we repatriated these earnings during 2017. Due to the mandatory deemed repatriation, we recorded $2.5 million of tax expense in continuing operations as of the date of enactment. We have no undistributed earnings at December 31, 2017. We recorded a $1.6 million deferred tax liability on $13.9 million of undistributed foreign earnings at December 31, 2016. The difference between income tax expense computed using the statutory federal income tax rate and the effective rate is as follows: (In thousands) Year Ended December 31, 2017 2016 2015 Statutory federal income tax $ 36,674 $ 27,321 $ 25,522 State income taxes, less federal income tax benefit 5,119 3,801 3,488 Permanent items 1,750 954 167 Change in valuation allowance — (9,615) — Share-based compensation (6,441) — — Tax Act adjustments 7,442 — — Prior year tax adjustments (544) (444) 108 State income tax credits (447) (44) — Income tax expense $ 43,553 $ 21,973 $ 29,285 Uncertain Tax Positions As of December 31 , , . . , . The aggregate changes in the balance of unrecognized tax benefits , , (In thousands) Unrecognized tax benefits at December 31, 2015 $ — Increases (decreases) in 2016 — Unrecognized tax benefits at December 31, 2016 $ — Increases based upon tax positions related to prior years 644 Unrecognized tax benefits at December 31, 2017 $ 644 We file income tax returns in the U.S. Federal jurisdiction and in various state and foreign jurisdictions. Tax years remaining subject to examination in the U.S. Federal jurisdiction include 2014 to present. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Debt | 7. Debt The Company's debt, net of unamortized deferred loan costs, consisted of the following at December 31 , (In thousands) December 31, 2017 December 31, 2016 Cash Convertible Notes, net of unamortized discount $ 145,861 $ 137,859 Prior Credit Agreement: Term Loan — 60,000 Revolver — 13,500 Capital lease obligations and other 549 1,270 146,410 212,629 Less: deferred loan costs (451 ) (2,286 ) Total debt 145,959 210,343 Less: current portion (145,959 ) (46,046 ) Long-term debt $ — $ 164,297 Credit Facility On June 8, 2012, we entered into the Fifth Amended and Restated Revolving Credit and Term Loan Agreement (as amended, the "Prior Credit Agreement"). The Prior Credit Agreement provided us with a $125 million revolving credit facility that included a swingline sub facility of $20 million and a $75 million sub facility for letters of credit. The Prior Credit Agreement also provided a $200 million term loan facility and an uncommitted incremental accordion facility of $100 million. Borrowings under the Prior Credit Agreement generally bore interest at variable rates based on a margin or spread in excess of either (1) the one-month, two-month, three-month or six-month rate (or with the approval of affected lenders, nine-month or twelve-month rate) for Eurodollar deposits ("LIBOR", which may not be less than zero), or (2) the greatest of (a) the SunTrust Bank prime lending rate, (b) the federal funds rate plus 0.50% and (c) one-month LIBOR plus 1.00% (the "Base Rate"), as selected by the Company. The LIBOR margin varied between 1.75% and 3.00%, and the Base Rate margin varied between 0.75% and 2.00%, depending on our leverage ratio. The Prior Credit Agreement also provided for an annual fee ranging between 0.30% and 0.50% of the unused commitments under the revolving credit facility. 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. The term loan A was repaid in full as of December 31, 2017. If we elect to borrow the delayed draw term loans, we will be required to repay the delayed draw term loans in quarterly principal installments calculated as follows: (1) for each of the first 12 quarters following the time of borrowing, 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 delayed draw term loans are due and payable. As of December 31, 2017, we had not borrowed any amounts under the delayed draw term loan, and availability under the revolving credit facility totaled $92.6 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 12-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. Accordingly, we have classified the Cash Convertible Notes, net of the unamortized discount, and related deferred loan costs as a current liability at December 31, 2017 and as long-term debt at December 31, 2016 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 December 31, 2017, as further detailed below. Pursuant to the indenture under which we issued the Cash Convertible Notes, the Cash Convertible Notes became convertible into cash (at the option of the holder) during the period that began on January 1, 2018 and ends on June 28, 2018. The cash conversion rate (subject to adjustment, as set forth in the indenture) 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 of any Cash Convertible Notes surrendered for conversion during this period will occur on July 2, 2018, which is the third business day following the end of the applicable observation period with respect to such conversion (i.e., the 80 consecutive trading day period beginning on the 82nd scheduled trading day immediately preceding the maturity date, which 82nd scheduled trading day is March 6, 2018). 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 classification of the Cash Convertible Notes as a current liability at December 31, 2017, the Cash Conversion Derivative is recorded in current liabilities at December 31, 2017. The fair value of the Cash Conversion Derivative at the time of issuance of the Cash Convertible Notes was $36.8 million, which was recorded as a debt discount for purposes of accounting for the debt component of the Cash Convertible Notes. The debt discount is being amortized over the term of the Cash Convertible Notes using the effective interest method. For the years ended December 31, 2017 and 2016, we recorded $8.0 million and $7.6 million, respectively, of interest expense related to the amortization of the debt discount based upon an effective interest rate of 5.7%. We also recognized $2.3 million of interest expense for each of the years ended December 31, 2017 and 2016 related to the contractual interest rate of 1.50% per year. The net carrying amount of the Cash Convertible Notes at December 31, 2017 and December 31, 2016 was $145.9 million and $137.9 million, respectively, net of the unamortized discount of $4.1 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 classification of the Cash Convertible Notes as a current liability at December 31, 2017, the Cash Convertible Notes Hedges are classified in current assets at December 31, 2017. The Cash Convertible Notes Hedges are recorded as a derivative asset under ASC Topic 815 and are carried at fair value. See Note 9 for additional information regarding the Cash Convertible Notes Hedges and the Cash Conversion Derivative and their fair values. In July 2013, we also sold separate privately negotiated warrants (the "Warrants") initially relating, in the aggregate, to a notional number of shares of our common stock underlying the Cash Convertible Notes Hedges. The Warrants have an initial strike price of approximately $25.95 per share. 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. CareFirst Convertible Note and CareFirst Warrants On October 1, 2013, we entered into an Investment Agreement (the "Investment Agreement") with CareFirst"), which was in addition to certain commercial agreements between us and CareFirst relating to, among other things, disease management and care coordination services (the "Commercial Agreements"). Pursuant to the Investment Agreement, we issued to CareFirst a convertible subordinated promissory note in the aggregate original principal amount of $20 million (the "CareFirst Convertible Note") for a purchase price of $20 million. The CareFirst Convertible Note was convertible into shares of our common stock at the conversion rate determined by dividing (a) the sum of the portion of the principal to be converted and accrued and unpaid interest with respect to such principal by (b) the conversion price equal to $22.41 per share of our common stock. In October 2016, CareFirst elected to convert the full amount of the CareFirst Convertible Note into 892,458 shares of our common stock with a conversion price equal to $22.41 per share. In addition, CareFirst had an opportunity to earn warrants to purchase shares of our common stock ("CareFirst Warrants") based on achievement of certain quarterly thresholds for revenue derived from both the Commercial Agreements and from new business to us from third parties as a result of an introduction or referral to us by CareFirst. As discussed in Note 3, The following table summarizes the minimum annual principal payments and repayments of the revolving advances under the Credit Agreement and the Cash Convertible Notes for each of the next five years and thereafter : (In thousands) Year ending December 31, 2018 $ 150,000 2019 — 2020 — 2021 — 2022 — 2023 and thereafter — Total $ 150,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Summary On November 6, 2017, United Healthcare issued a press release announcing expansion of its fitness benefits ("United Press Release"), and the market price of the Company's shares of common stock dropped on that same day. In connection with the United Press Release, two lawsuits have been filed against the Company as described below. We intend to vigorously defend ourselves against both complaints. On November 20, 2017, Eric Weiner, claiming to be a stockholder of the Company, filed a complaint on behalf of stockholders who purchased the Company's common stock between February 24, 2017 and November 3, 2017 ("Weiner Lawsuit"). The Weiner Lawsuit was filed as a class action in the U.S. District Court for the Middle District of Tennessee, naming the Company, the Company's chief executive officer, chief financial officer and chief accounting officer as defendants. The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated under the Exchange Act in making false and misleading statements and omissions related to the United Press Release. The complaint seeks monetary damages on behalf of the purported class. On January 19, 2018, the Oklahoma Firefighters Pension and Retirement System filed a motion to appoint counsel and lead plaintiff. On January 26, 2018, Charles Denham, claiming to be a stockholder of the Company, filed a purported shareholder derivative action, on behalf of the Company, in the U.S. District Court for the Middle District of Tennessee, naming the Company as a nominal defendant and the Company's chief executive officer, chief financial officer, chief accounting officer, current directors of the Company and a former director of the Company, as defendants. The complaint asserts claims for breach of fiduciary duty, waste, and unjust enrichment, largely tracking allegations in the Weiner Lawsuit. The complaint further alleges that certain defendants engaged in insider trading. The plaintiff seeks monetary damages on behalf of the Company, certain corporate governance and internal procedural reforms, and other equitable relief. Additionally, from time to time, we are subject to contractual disputes, claims and legal proceedings that arise from time to time in the ordinary course of our business. While we are unable to estimate a range of potential losses, we do not believe that any of the legal proceedings pending against us as of the date of this Report, some of which are expected to be covered by insurance policies, will have a material adverse effect on our financial statements. As these matters are subject to inherent uncertainties, our view of these matters may change in the future. We expense legal costs as incurred. 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. As of December 31, 2017, the remaining obligation totaled $0.8 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 | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 9. 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 Non-Recurring Basis Based on our estimate of fair value prior to the disposition of the TPHS business, we determined in 2015 that the present value of our remaining contractual cash obligations in the Gallup Joint Venture exceeded the estimated fair value, resulting in the recognition of a liability associated with the forward option to acquire additional membership interest (the "Gallup Derivative"). Prior to July 31, 2016 and the sale of the TPHS business, the Gallup Derivative was recorded as a derivative liability in accordance with FASB ASC Topic 815 and was carried at fair value. Upon the sale of the TPHS business, we remain obligated to Sharecare 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 as discussed in Note 8 above. These payment obligations are recorded as a liability at December 31, 2017 but not as a derivative; since the Gallup Joint Venture was transferred to Sharecare, the Gallup Derivative was written off to discontinued operations. Further , , • reporting units measured at fair value as part of a goodwill impairment test; and • indefinite-lived intangible assets measured at fair value for impairment assessment. Each of these assets above is classified as Level 3 within the fair value hierarchy. During the fourth quarter of 2017 , . . Also during the fourth quarter of 2017, we estimated the fair value of our indefinite-lived intangible asset, a tradename, using a present value technique, which required management's estimate of future revenues attributable to this tradename, estimation of the long-term growth rate and royalty rate for this revenue, and determination of our weighted average cost of capital. Changes in these estimates and assumptions could materially affect the estimate of fair value for the tradename. We determined that the carrying value of the tradename was not impaired based upon the impairment review. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31, 2017 and December 31 , (In thousands) December 31, 2017 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Cash Convertible Notes Hedges 134,079 134,079 — 134,079 Liabilities: Cash Conversion Derivative 134,079 134,079 — 134,079 (In thousands) December 31, 2016 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Cash Convertible Notes Hedges 48,361 48,361 — 48,361 Liabilities: Cash Conversion Derivative 48,361 48,361 — 48,361 (1) 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 December 31, 2017 Cash Convertible Notes Hedges $ 48,361 $ — $ — $ 85,718 $ 134,079 Cash Conversion Derivative (48,361 ) — — (85,718 ) (134,079 ) The gains and losses included in earnings noted above represent the change in the fair value of these financial instruments and are recorded each period in the consolidated statements of operations. The gains and losses on the Cash Convertible Notes Hedges and Cash Conversion Derivative are recorded as selling, general and administrative expenses. Fair Value of Other Financial Instruments In addition to the Cash Convertible Notes Hedges and the Cash Conversion Derivative , , 0 Cash and cash equivalents – The carrying amount of $28.4 million approximates fair value because of the short maturity of those instruments (less than three months). 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 7), 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. There were no outstanding borrowings under the Credit Agreement at December 31, 2017 . The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair value at December 31, 2017 was $278.8 million, which is based on the most recent trading price of the Cash Convertible Notes as of December 31, 2017, and the par value was $150.0 million. The carrying amount of the Cash Convertible Notes at December 31, 2017 was $145 . |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities [Abstract] | |
Derivative Instruments and Hedging Activities | 10. 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 years ended December 31, 2017 and 2 0 (In thousands) For the Year Ended Derivatives in Cash Flow Hedging Relationships December 31, 2017 December 31, 2016 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect — 110 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect — (507 ) Gains and losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the years ended December 31, 2017 and 2 0 Derivative Instruments Not Designated as Hedging Instruments Our Cash Conversion Derivative, Cash Convertible Notes Hedges and, prior to July 31, 2016, foreign currency options and/or forward contracts, do not qualify for hedge accounting treatment under U.S . . The Cash Conversion Derivative is accounted for as a derivative liability 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 comprehensive income (loss). Year Ended December 31, (In thousands) 2017 2016 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized (loss) gain $ 85,718 $ 35,729 Selling, general and administrative expense Cash Conversion Derivative: Net unrealized gain (loss) $ (85,718 ) $ (35,729 ) Selling, general and administrative expense 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 comprehensive income (loss) 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 gross fair values of derivative instruments at December 31, 2017 and December 31, 2 0 , (In thousands) December 31, 2017 December 31, 2016 Assets: Derivatives not designated as hedging instruments: Cash convertible notes hedges, current $ 134,079 $ — Cash convertible notes hedges, long-term — 48,361 Liabilities: Derivatives not designated as hedging instruments: Cash conversion derivative, current $ 134,079 $ — Cash conversion derivative, long-term — 48,361 See also Note 9 for more information on fair value measurements. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Long-Term Liabilities [Abstract] | |
Other Long-Term Liabilities | 11. Other Long-Term Liabilities Other long-term liabilities consist primarily of the Cash Conversion Derivative (at December 31, 2016 only) , . We have a non-qualified deferred compensation plan under which certain employees may defer a portion of their salaries and receive a Company matching contribution plus a discretionary contribution based on the Company's performance against targets (the "Plan") . . . In December 2017, the Board of Directors of the Company determined effective as of December 31, 2017 to (i) cease deferrals and Company matching and discretionary contributions under the Plan and to freeze any additional growth additions under the Plan; (ii) fully vest the participants in their account balance(s) under the Plan; and (iii) terminate the Plan and distribute to participants the vested benefits accrued thereunder in accordance with the Plan and applicable regulations under the Internal Revenue Code . As of December 31, 2 0 0 , 0 0 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | 12. Leases We maintain operating lease agreements principally for our office spaces. We lease approximately 264, 000 , 00 . Our corporate office lease agreement in Tennessee contains escalation clauses and provides for two renewal options of five years each at then prevailing market rates . . . . Most of our operating leases include escalation clauses , , , , 0 , , , . - The following table summarizes our future minimum lease payments, net of total cash receipts from subleases of $29 . 2 million, under all non-cancelable operating leases for each of the next five years and thereafter (In thousands) Operating Year ending December 31, Leases 2018 $ 5,547 2019 5,645 2020 3,175 2021 910 2022 827 2023 and thereafter 136 Total minimum lease payments $ 16,240 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | 13. Share-Based Compensation We have several stockholder-approved stock incentive plans for our employees and directors. During the year ended December 31, 2017, we had three types of share-based awards outstanding under these plans: 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 grant options under these plans at market value on the date of grant . We recognize share-based compensation expense for options, restricted stock units, and restricted stock awards on a straight-line basis over the vesting period . We account for forfeitures as they occur. , . . , 0 , Following are certain amounts recognized in the consolidated statements of operations for share-based compensation arrangements for the years ended December 31, 2 0 , . - Year Ended December 31, December 31, December 31, (In millions) 2017 2016 2015 (2) Total share-based compensation $ 6.7 $ 17.5 $ 10.5 Share-based compensation included in cost of services 2.2 1.2 0.9 Share-based compensation included in selling, general and administrative expenses 4.4 5.9 6.0 Share-based compensation included in restructuring and related charges 0.1 0.3 0.2 Share-based compensation included in discontinued operations (1) — 10.1 3.4 Total income tax benefit recognized 2.6 2.9 2.8 (1) Includes the acceleration of vesting in 2016 of all unvested stock options, market stock units and restricted stock units held by two former senior executives as of the Closing who had accepted employment with Sharecare. (2) Includes the acceleration of vesting in May 2015 of all unexercisable stock options and unvested time-based restricted stock units held by our former president and chief executive officer at the time of the termination of his employment. As of December 31 , , nonvested share-based compensation arrangements granted under the stock incentive plans. That cost is expected to be recognized over a weighted average period of 1.3 years . In connection with the sale of the TPHS business, we modified approximately 92,000 options, 396,000 restricted stock units, and 75,000 market stock units by accelerating the vesting dates to July 31, 2016 (the date on which the sale of the TPHS business was consummated) for approximately 100 employees of the TPHS business. This resulted in share-based compensation expense of $7.4 million, all of which is included in discontinued operations for the year ended December 31, 2016 . Stock Options We use a lattice-based binomial option valuation model ("lattice binomial model") to estimate the fair values of stock options . . , . A summary of option activity as of December 31, 2017 and the changes during the year then ended is presented below: Options Shares (In thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2017 1,024 $ 14.02 Granted — — Exercised (472 ) 12.15 Forfeited — — Expired (45 ) 45.36 Outstanding at December 31, 2017 507 $ 12.98 4.3 $ 11,942 Exercisable at December 31, 2017 486 $ 12.82 4.2 $ 11,528 The total intrinsic value, which represents the difference between the market price of the underlying common stock and the option's exercise price, of options exercised during the years ended December 31, 2017, 2016 and 2015 was $10.5 million, $10.2 million, and $5.3 million, respectively. Cash received from option exercises under all share-based payment arrangements during 2017 was $5.7 million. The actual tax benefit realized during 2017 for the tax deductions from option exercise totaled $4.1 million. We issue new shares of common stock upon exercise of stock options or vesting of restricted stock units and market stock units. Nonvested Shares The fair value of restricted stock and restricted stock units is determined based on the closing bid price of the Company's common stock on the grant date. The weighted average grant-date fair value of restricted stock and restricted stock units granted during the years ended December 31, 2017 , . . , , . , The two tables below set forth a summary of our nonvested shares as of December 31 , 0 . , , , . The following table shows a summary of our restricted stock and restricted stock units as of December 31, 2017 , Restricted Stock and Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 939 $ 13.11 Granted 136 32.06 Vested (432 ) 13.10 Forfeited (71 ) 13.27 Nonvested at December 31, 2017 572 $ 17.60 The following table shows a summary of our market stock units as of December 31, 2017 , Market Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 406 $ 8.75 Granted — — Vested (8 ) 5.46 Forfeited (25 ) 5.95 Nonvested at December 31, 2017 373 $ 9.01 |
Share Repurchases
Share Repurchases | 12 Months Ended |
Dec. 31, 2017 | |
Share Repurchases [Abstract] | |
Share Repurchases | 14. Share Repurchases In accordance with the terms of a Separation and Release Agreement entered into with our former president and chief executive officer, Ben R . , , , 0 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings (Loss) Per Share [Abstract] | |
Earnings (Loss) Per Share | 15. Earnings (Loss) Per Share The following is a reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share for the years ended December 31, 2017, 2016 , (In thousands except per share data) Year Ended December 31, Numerator: 2017 2016 2015 Income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share $ 61,230 $ 56,091 $ 43,634 Net income (loss) from discontinued operations attributable to Tivity Health, Inc. - numerator for earnings (loss) per share 2,485 (185,202 ) (74,581 ) Net income (loss) attributable to Tivity Health, Inc. - numerator for earnings (loss) per share $ 63,715 $ (129,111 ) $ (30,947 ) Denominator: Shares used for basic income (loss) per share 39,357 36,999 35,832 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 436 344 568 Restricted stock units 549 538 364 Performance stock units — — 25 Warrants related to Cash Convertible Notes 1,709 Market stock units 496 194 10 CareFirst Warrants — — 55 Shares used for diluted income (loss) per share 42,547 38,075 36,854 Earnings (loss) per share attributable to Tivity Health, Inc. - basic: Continuing operations $ 1.56 $ 1.52 $ 1.22 Discontinued operations $ 0.06 $ (5.01 ) $ (2.08 ) Net income (loss) $ 1.62 $ (3.49 ) $ (0.86 ) Earnings (loss) per share attributable to Tivity Health, Inc. - diluted: Continuing operations $ 1.44 $ 1.47 $ 1.18 Discontinued operations $ 0.06 $ (4.86 ) $ (2.02 ) Net earnings (loss) $ 1.50 $ (3.39 ) $ (0.84 ) Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options 4 708 903 Restricted stock units 12 333 220 Warrants related to Cash Convertible Notes — 7,707 7,707 CareFirst Convertible Note — — 892 CareFirst Warrants — — 263 Market stock units outstanding are considered contingently issuable shares, and certain of these market stock units were excluded from the calculations of diluted earnings per share for all periods presented because the performance criteria had not been met as of the end of the reporting periods. |
Accumulated OCI
Accumulated OCI | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated OCI [Abstract] | |
Accumulated OCI | 16. Accumulated OCI The following tables summarize the changes in accumulated OCI, net of tax, for the years ended December 31, 2017 and 2016: (In thousands) Foreign Currency Translation Adjustments Accumulated OCI, net of tax, as of January 1, 2017 $ (4,502 ) Other comprehensive income before reclassifications, net of tax of $225 1,458 Amounts reclassified from accumulated OCI, net of tax of $0 3,044 (1) Accumulated OCI, net of tax, as of December 31, 2017 $ — (1) This amount was reclassified out of accumulated OCI to gain (loss) on discontinued operations during the year ended December 31, 2017 and had a tax effect of $0. (In thousands) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2016 $ (239 ) $ (4,000 ) $ (4,239 ) Other comprehensive income (loss) before reclassifications, net of tax of $44 and $0, respectively (67 ) (502 ) (569 ) Amounts reclassified from accumulated OCI, net of tax of $201 and $0, respectively 306 — 306 Net increase (decrease) in other comprehensive income (loss), net of tax 239 (502 ) (263 ) Accumulated OCI, net of tax, as of December 31, 2016 $ — $ (4,502 ) $ (4,502 ) The following table provides details about reclassifications out of accumulated OCI for the year ended December 31, 2016. There were no reclassifications out of accumulated OCI for the year ended December 31, 2017. Year Ended December 31, 2016 Statement of Operations Classification (In thousands) Interest rate swaps $ 507 Interest expense (201 ) Income tax $ 306 Net of tax See Note 10 for further discussion of our interest rate swaps. |
Restructuring and Related Charg
Restructuring and Related Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Charges [Abstract] | |
Restructuring and Related Charges | 17. 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 years ended December 31, 2017, 2016, and 2015 related to our 2015 Restructuring Plan: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Asset Retirements Total Restructuring charges $ 8,836 $ 5,074 $ 1,187 $ 15,097 Payments (825 ) (2,174 ) — (2,999 ) Non-cash charges (2) (918 ) — (1,187 ) (2,105 ) Accrued restructuring and related charges liability as of December 31, 2015 $ 7,093 $ 2,900 $ — $ 9,993 Restructuring charges 4,599 4,130 — 8,729 Cash payments (7,414 ) (6,967 ) — (14,381 ) Non-cash charges (2) 67 — — 67 Adjustments (3) (103 ) — — (103 ) Accrued restructuring and related charges liability as of December 31, 2016 $ 4,242 $ 63 $ — $ 4,305 Payments (1,434 ) (11 ) — (1,445 ) Accrued restructuring and related charges liability as of December 31, 2017 $ 2,808 $ 52 $ — $ 2,860 (1) (2) (3) resulted primarily from actual employee tax and benefit amounts differing from previous estimates 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 years ended December 31, 2016 and 2017 related to our 2016 Restructuring Plan: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Restructuring charges $ 4,697 $ 236 $ 4,933 Payments (559 ) (188 ) (747 ) Non-cash charges (2) (287 ) — (287 ) Accrued restructuring and related charges liability as of December 31, 2016 $ 3,851 $ 48 $ 3,899 Restructuring charges $ 795 $ 16 $ 811 Payments (3,399 ) (64 ) (3,463 ) Adjustments (3) (159 ) — (159 ) Accrued restructuring and related charges liability as of December 31, 2017 $ 1,088 $ — $ 1,088 (1) (2) (3) In the fourth quarter of 2017, we began and completed a reorganization primarily related to streamlining our operations support (the "2017 Restructuring Plan"). We incurred a total of approximately $2.6 million in restructuring charges related to the 2017 Restructuring Plan, substantially all of which resulted in or will result in cash expenditures. We do not expect to incur any further charges related to the 2017 Restructuring Plan. The following table shows the activity in accrued restructuring and related charges for the year ended December 31, 2017 related to our 2017 Restructuring Plan: (In thousands) Severance and Other Employee-Related Costs Restructuring charges $ 2,571 Payments (540 ) Non-cash charges (1) (108 ) Accrued restructuring and related charges liability as of December 31, 2017 $ 1,923 (1) |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2017 | |
Employee Benefits [Abstract] | |
Employee Benefits | 18. Employee Benefits We have a 401(k) Retirement Savings Plan (the "4 0 . , , 0 |
Segment Disclosures and Concent
Segment Disclosures and Concentrations of Risk | 12 Months Ended |
Dec. 31, 2017 | |
Segment Disclosures and Concentrations of Risk [Abstract] | |
Segment Disclosures and Concentrations of Risk | 19. Segment Disclosures and Concentrations of Risk During 2 0 - , During 2017 , . No other customer accounted for 1 0 % or more of our revenues in 2017. In addition, at December 31, 2017, we had two customers that each accounted for 10% of more of our accounts receivable, net and individually comprised approximately 31% and 11%, respectively, of our accounts receivable, net at December 31, 2017 . During 2016 , 0 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information (unaudited) [Abstract] | |
Quarterly Financial Information (unaudited) | 20. Quarterly Financial Information (unaudited) (In thousands, except per share data) Year Ended December 31, 2017 First Second Third Fourth (3) Revenues $ 140,970 $ 138,914 $ 137,703 $ 139,354 Gross margin $ 37,914 $ 39,195 $ 42,465 $ 38,970 Income before income taxes $ 24,852 $ 26,800 $ 30,289 $ 22,843 Income from continuing operations attributable to Tivity Health, Inc. $ 15,481 $ 17,240 $ 19,886 $ 8,624 Net income (loss) from discontinued operations attributable to Tivity Health, Inc. $ (220 ) $ (3,673 ) $ 6,519 $ (141 ) Net income (loss) attributable to Tivity Health, Inc. $ 15,261 $ 13,567 $ 26,405 $ 8,483 Earnings (loss) per share attributable to Tivity Health, Inc. – basic: Continuing operations (1) $ 0.40 $ 0.44 $ 0.50 $ 0.22 Discontinued operations (1) $ (0.01 ) $ (0.09 ) $ 0.17 $ (0.00 ) Net income (loss) (1) (2) $ 0.39 $ 0.35 $ 0.67 $ 0.21 Earnings (loss) per share attributable to Tivity Health, Inc. – diluted: Continuing operations (1) $ 0.38 $ 0.41 $ 0.46 $ 0.20 Discontinued operations (1) $ (0.01 ) $ (0.09 ) $ 0.15 $ 0.00 Net income (loss) (1) (2) $ 0.38 $ 0.32 $ 0.61 $ 0.20 (In thousands, except per share data) Year Ended December 31, 2016 First Second Third Fourth (4) Revenues $ 126,012 $ 125,003 $ 125,049 $ 124,933 Gross margin $ 33,105 $ 34,590 $ 34,562 $ 38,304 Income before income taxes $ 19,208 $ 19,962 $ 17,925 $ 20,972 Income from continuing operations attributable to Tivity Health, Inc. $ 19,208 $ 19,962 $ 4,799 $ 12,125 Net income (loss) from discontinued operations attributable to Tivity Health, Inc. $ (33,417 ) $ (195,558 ) $ 48,995 $ (5,225 ) Net income (loss) attributable to Tivity Health, Inc. $ (14,209 ) $ (175,596 ) $ 53,794 $ 6,900 Earnings (loss) per share attributable to Tivity Health, Inc. – basic: Continuing operations (1) $ 0.53 $ 0.55 $ 0.13 $ 0.31 Discontinued operations (1) $ (0.93 ) $ (5.41 ) $ 1.32 $ (0.14 ) Net income (loss) (1) (2) $ (0.39 ) $ (4.85 ) $ 1.45 $ 0.18 Earnings (loss) per share attributable to Tivity Health, Inc. – diluted: Continuing operations (1) $ 0.52 $ 0.54 $ 0.12 $ 0.30 Discontinued operations (1) $ (0.91 ) $ (5.25 ) $ 1.28 $ (0.13 ) Net income (loss) (1) (2) $ (0.39 ) $ (4.72 ) $ 1.40 $ 0.17 (1) We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period . , (2) Figures may not add due to rounding. (3) The Tax Act was signed into law during the fourth quarter of 2017, and we incurred a non-cash charge of $7.4 million during the quarter related to both the re-measurement of our deferred tax assets to the lower tax rate and the requirement to recalculate the impact of repatriation of our foreign earnings, which occurred earlier in the year, under provisions of the new law. (4) Income from continuing operations for the fourth quarter of 2016 includes the impact of a $2.2 million out of period adjustment to decrease depreciation expense included in continuing operations (with a corresponding increase to depreciation expense included in discontinued operations). This adjustment was recorded after having completed our asset separation analysis and related to the correction of our previous allocation of 2016 depreciation expense between continuing and discontinued operations |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | a. Principles of Consolidation – See discussion above regarding the TPHS business, including a non-controlling interest. We have eliminated all intercompany profits, transactions and balances. |
Cash and Cash Equivalents | b. Cash and Cash Equivalents - Cash and cash equivalents primarily include cash on deposit. |
Accounts Receivable, net | c. Accounts Receivable, net - Accounts receivable includes billed and unbilled amounts. Billed receivables represent fees that are contractually due for services performed , 0. . , |
Property and Equipment | d. Property and Equipment - Property and equipment is carried at cost and includes expenditures that increase value or extend useful lives. We recognize depreciation using the straight-line method over useful lives of three to seven years for computer software and hardware and four to seven years for furniture and other office equipment. Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the life of the lease , 0 0 |
Other Assets | e. Other Assets - . |
Intangible Assets | f. Intangible Assets - Intangible assets subject to amortization include customer contracts, acquired technology, and distributor and provider networks , . We assess the potential impairment of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying values may not be recoverable. If we determine that the carrying value of identifiable intangible assets may not be recoverable, we calculate any impairment using an estimate of the asset's fair value based on the estimated price that would be received to sell the asset in an orderly transaction between market participants. Intangible assets not subject to amortization at December 31, 2017 and 2 0 .0 . . |
Goodwill | g. Goodwill - We recognize goodwill for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses that we acquire. We review goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (during the fourth quarter of the fiscal year) or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. We have a single reporting unit. We may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If we conclude during the qualitative assessment that this is the case or if we elect not to perform a qualitative assessment, we perform a quantitative review as described below. During a quantitative review of goodwill, we estimate the fair value of a reporting unit using a combination of a discounted cash flow model and a market-based approach, and in the event we were to have multiple reporting units, we reconcile the aggregate fair value of our reporting units to our consolidated market capitalization. Estimating fair value requires significant judgments, including management's estimate of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for our business, the useful life over which cash flows will occur, and determination of our weighted average cost of capital, as well as relevant comparable company earnings multiples for the market-based approach. Changes in these estimates and assumptions could materially affect the estimate of fair value and potential goodwill impairment for a reporting unit. If we determine that the carrying value of goodwill is impaired, we calculate any impairment using a fair-value based goodwill impairment test as required by generally accepted accounting principles in the United States ("U.S. GAAP"). The fair value of a reporting unit is the price that would be received upon a sale of the unit as a whole in an orderly transaction between market participants at the measurement date. |
Accounts Payable | h. Accounts Payable - Accounts payable consists of short-term trade obligations and includes cash overdrafts attributable to disbursements not yet cleared by the bank. |
Income Taxes | i. Income Taxes - . . . , 0 Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected to be realized . |
Revenue Recognition | j. Revenue Recognition - , , Our fees are generally billed per member per month ("PMPM"), or a combination of PMPM and . , . . We recognize PMPM fees and fees for participation as revenue during the period we perform our services . On January 1, 2018, we adopted Accounting Standards Update ("ASU") No. 2014-09 (as discussed under "Recent Relevant Accounting Standards" below) using the modified retrospective transition method applied to contracts that were not completed as of January 1, 2018. |
Earnings (Loss) Per Share | k. Earnings (Loss) Per Share – We calculate basic earnings (loss) per share using weighted average common shares outstanding during the period. We calculate diluted earnings (loss) per share using weighted average common shares outstanding during the period plus the effect of all dilutive potential common shares outstanding during the period unless the impact would be anti-dilutive. See Note 15 for a reconciliation of basic and diluted earnings (loss) per share. |
Share-Based Compensation | l. Share-Based Compensation – We recognize all share - - |
Derivative Instruments and Hedging Activities | m. Derivative Instruments and Hedging Activities – We use derivative instruments to manage risks related to interest expense and the cash convertible senior notes (as discussed in Note 7) . , . , . , . |
Management Estimates | n. Management Estimates – In preparing our consolidated financial statements in conformity with U.S . |
Recent Relevant Accounting St30
Recent Relevant Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Recent Relevant Accounting Standards [Abstract] | |
Recent Relevant Accounting Standards | In May 2014, the FASB issued ASU No. 2014-09, which creates 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. On January 1, 2018, we adopted ASC Topic 606 using the modified retrospective transition method applied to contracts that were not completed as of January 1, 2018. The cumulative impact of our adoption of ASC Topic 606 was not material. 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 on a prospective basis in the income statement, of which excess tax benefits were previously presented as a component of shareholders' equity. 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 excess 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"), which we adopted on January 1, 2018. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows and is to be applied using a retrospective approach. We do not anticipate that adopting this standard will have a material impact on our consolidated financial statements and related disclosures. 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) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations [Abstract] | |
Financial Results Included in Losses from Discontinued Operations | The following table presents financial results of the TPHS business included in "loss from discontinued operations" for the years ended December 31, 2017, 2016, and 2015. Year Ended December 31, (In thousands) 2017 2016 2015 Revenues $ — $ 151,780 $ 318,506 Cost of services 427 173,302 317,849 Selling, general & administrative expenses 349 18,594 32,928 Depreciation and amortization — 27,207 42,986 Restructuring and related charges — 8,626 14,395 Equity in income (loss) from joint ventures 98 243 (20,229 ) Pretax loss on discontinued operations (678 ) (75,706 ) (109,881 ) Pretax loss on release of cumulative translation adjustment (1) (3,044 ) — — Pretax gain on sale of Navvis business — — 1,873 Pretax loss on sale of MeYou Health business — (4,826 ) — Pretax income (loss) on sale of TPHS business 4,733 (202,095 ) — Total pretax income (loss) on discontinued operations 1,011 (282,627 ) (108,008 ) Income tax benefit (1,474 ) (2) (97,921 ) (33,056 ) Income (loss) from discontinued operations, net of income tax benefit $ 2,485 $ (184,706 ) $ (74,952 ) (1) During the second quarter of 2017, we substantially liquidated foreign entities that were part of our TPHS business, resulting in a release of the cumulative translation adjustment of $3.0 million into loss from discontinued operations. (2) Income tax benefit for the year ended December 31, 2017 includes the effect of a change in the estimate of net U.S. tax incurred in 2016 on foreign activity classified as 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: Year Ended December 31, (In thousands) 2017 2016 2015 Depreciation and amortization $ — $ 27,207 $ 42,986 Capital expenditures — 10,258 29,984 Assets acquired through capital lease obligations — — 898 Share-based compensation — 10,144 3,404 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill [Abstract] | |
Change in Carrying Amount of Goodwill | The change in carrying amount of goodwill during the years ended December 31 , , , 0 (In thousands) Balance, December 31, 2014 $ 338,800 Navvis sale (1,826 ) Balance, December 31, 2015 336,974 MeYou Health sale (2,294 ) Balance, December 31, 2016 and 2017 $ 334,680 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets Subject to Amortization | Intangible assets subject to amortization at December 31 , (In thousands) Gross Carrying Amount Accumulated Amortization Net Acquired technology $ 1,733 $ (1,733 ) — Distributor and provider networks 8,709 (8,709 ) — Total $ 10,442 $ (10,442 ) $ — Intangible assets subject to amortization at December 31 , (In thousands) Gross Carrying Amount Accumulated Amortization Net Acquired technology $ 6,422 $ (6,422 ) — Distributor and provider networks 8,709 (8,709 ) — Total $ 15,131 $ (15,131 ) $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Components of Income Tax Expense | Income tax expense is comprised of the following: (In thousands) Year Ended December 31, 2017 2016 2015 Current taxes Federal $ 771 $ (426) $ 457 State 373 311 670 Deferred taxes Federal 37,565 18,910 23,342 State 4,844 3,178 4,816 Total $ 43,553 $ 21,973 $ 29,285 |
Significant Components of Net Deferred Tax Asset and Liability | The following table sets forth the significant components of our net deferred tax asset and liability as of December 31 , 0 0 (In thousands) December 31, 2017 December 31, 2016 Deferred tax asset: Accruals and reserves $ 1,539 $ 4,085 Deferred compensation 1,439 4,344 Share-based payments 2,944 5,818 Net operating loss carryforwards 32,122 68,271 Capital loss carryforwards 8,102 11,861 Cash Conversion Derivative 25,821 4,592 Basis difference on joint ventures — 1,621 Tax credits 6,994 — Other assets 320 4,297 79,281 104,889 Valuation allowance (11,462 ) (15,176 ) $ 67,819 $ 89,713 Deferred tax liability: Property and equipment $ (2,104 ) $ (2,386 ) Intangible assets (14,728 ) (21,520 ) Cash Convertible Notes Hedges (25,821 ) (4,592 ) Other liabilities — (1,653 ) (42,653 ) (30,151 ) Net long-term deferred tax asset $ 25,166 $ 59,562 |
Difference between Income Tax Expense Computed using Statutory Federal Income Tax Rate and effective rate | The difference between income tax expense computed using the statutory federal income tax rate and the effective rate is as follows: (In thousands) Year Ended December 31, 2017 2016 2015 Statutory federal income tax $ 36,674 $ 27,321 $ 25,522 State income taxes, less federal income tax benefit 5,119 3,801 3,488 Permanent items 1,750 954 167 Change in valuation allowance — (9,615) — Share-based compensation (6,441) — — Tax Act adjustments 7,442 — — Prior year tax adjustments (544) (444) 108 State income tax credits (447) (44) — Income tax expense $ 43,553 $ 21,973 $ 29,285 |
Changes in Unrecognized Tax Benefits | The aggregate changes in the balance of unrecognized tax benefits , , (In thousands) Unrecognized tax benefits at December 31, 2015 $ — Increases (decreases) in 2016 — Unrecognized tax benefits at December 31, 2016 $ — Increases based upon tax positions related to prior years 644 Unrecognized tax benefits at December 31, 2017 $ 644 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Components of Debt, Net of Unamortized Deferred Loan Costs | The Company's debt, net of unamortized deferred loan costs, consisted of the following at December 31 , (In thousands) December 31, 2017 December 31, 2016 Cash Convertible Notes, net of unamortized discount $ 145,861 $ 137,859 Prior Credit Agreement: Term Loan — 60,000 Revolver — 13,500 Capital lease obligations and other 549 1,270 146,410 212,629 Less: deferred loan costs (451 ) (2,286 ) Total debt 145,959 210,343 Less: current portion (145,959 ) (46,046 ) Long-term debt $ — $ 164,297 |
Minimum Annual Principal Payments and Repayments of the Revolving Advances | The following table summarizes the minimum annual principal payments and repayments of the revolving advances under the Credit Agreement and the Cash Convertible Notes for each of the next five years and thereafter : (In thousands) Year ending December 31, 2018 $ 150,000 2019 — 2020 — 2021 — 2022 — 2023 and thereafter — Total $ 150,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31, 2017 and December 31 , (In thousands) December 31, 2017 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Cash Convertible Notes Hedges 134,079 134,079 — 134,079 Liabilities: Cash Conversion Derivative 134,079 134,079 — 134,079 (In thousands) December 31, 2016 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Cash Convertible Notes Hedges 48,361 48,361 — 48,361 Liabilities: Cash Conversion Derivative 48,361 48,361 — 48,361 (1) |
Financial Instruments Measured at Fair Value on Recurring Basis Using Unobservable Inputs | 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 December 31, 2017 Cash Convertible Notes Hedges $ 48,361 $ — $ — $ 85,718 $ 134,079 Cash Conversion Derivative (48,361 ) — — (85,718 ) (134,079 ) |
Derivative Instruments and He37
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2017 and 2 0 (In thousands) For the Year Ended Derivatives in Cash Flow Hedging Relationships December 31, 2017 December 31, 2016 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect — 110 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect — (507 ) |
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 comprehensive income (loss). Year Ended December 31, (In thousands) 2017 2016 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized (loss) gain $ 85,718 $ 35,729 Selling, general and administrative expense Cash Conversion Derivative: Net unrealized gain (loss) $ (85,718 ) $ (35,729 ) Selling, general and administrative expense |
Fair Values of Derivative Instruments | The estimated gross fair values of derivative instruments at December 31, 2017 and December 31, 2 0 , (In thousands) December 31, 2017 December 31, 2016 Assets: Derivatives not designated as hedging instruments: Cash convertible notes hedges, current $ 134,079 $ — Cash convertible notes hedges, long-term — 48,361 Liabilities: Derivatives not designated as hedging instruments: Cash conversion derivative, current $ 134,079 $ — Cash conversion derivative, long-term — 48,361 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Summary of Future Minimum Lease Payments Under All Non-cancelable Operating Leases | The following table summarizes our future minimum lease payments, net of total cash receipts from subleases of $29 . 2 million, under all non-cancelable operating leases for each of the next five years and thereafter (In thousands) Operating Year ending December 31, Leases 2018 $ 5,547 2019 5,645 2020 3,175 2021 910 2022 827 2023 and thereafter 136 Total minimum lease payments $ 16,240 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-Based Compensation [Abstract] | |
Allocated Share-based Compensation Costs | Following are certain amounts recognized in the consolidated statements of operations for share-based compensation arrangements for the years ended December 31, 2 0 , . - Year Ended December 31, December 31, December 31, (In millions) 2017 2016 2015 (2) Total share-based compensation $ 6.7 $ 17.5 $ 10.5 Share-based compensation included in cost of services 2.2 1.2 0.9 Share-based compensation included in selling, general and administrative expenses 4.4 5.9 6.0 Share-based compensation included in restructuring and related charges 0.1 0.3 0.2 Share-based compensation included in discontinued operations (1) — 10.1 3.4 Total income tax benefit recognized 2.6 2.9 2.8 (1) Includes the acceleration of vesting in 2016 of all unvested stock options, market stock units and restricted stock units held by two former senior executives as of the Closing who had accepted employment with Sharecare. (2) Includes the acceleration of vesting in May 2015 of all unexercisable stock options and unvested time-based restricted stock units held by our former president and chief executive officer at the time of the termination of his employment. |
Summary of Stock Options | A summary of option activity as of December 31, 2017 and the changes during the year then ended is presented below: Options Shares (In thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2017 1,024 $ 14.02 Granted — — Exercised (472 ) 12.15 Forfeited — — Expired (45 ) 45.36 Outstanding at December 31, 2017 507 $ 12.98 4.3 $ 11,942 Exercisable at December 31, 2017 486 $ 12.82 4.2 $ 11,528 |
Summary of Nonvested Shares | The following table shows a summary of our restricted stock and restricted stock units as of December 31, 2017 , Restricted Stock and Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 939 $ 13.11 Granted 136 32.06 Vested (432 ) 13.10 Forfeited (71 ) 13.27 Nonvested at December 31, 2017 572 $ 17.60 |
Summary of Market Stock Units | The following table shows a summary of our market stock units as of December 31, 2017 , Market Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2017 406 $ 8.75 Granted — — Vested (8 ) 5.46 Forfeited (25 ) 5.95 Nonvested at December 31, 2017 373 $ 9.01 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings (Loss) Per Share [Abstract] | |
Reconciliation of the 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 years ended December 31, 2017, 2016 , (In thousands except per share data) Year Ended December 31, Numerator: 2017 2016 2015 Income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share $ 61,230 $ 56,091 $ 43,634 Net income (loss) from discontinued operations attributable to Tivity Health, Inc. - numerator for earnings (loss) per share 2,485 (185,202 ) (74,581 ) Net income (loss) attributable to Tivity Health, Inc. - numerator for earnings (loss) per share $ 63,715 $ (129,111 ) $ (30,947 ) Denominator: Shares used for basic income (loss) per share 39,357 36,999 35,832 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 436 344 568 Restricted stock units 549 538 364 Performance stock units — — 25 Warrants related to Cash Convertible Notes 1,709 Market stock units 496 194 10 CareFirst Warrants — — 55 Shares used for diluted income (loss) per share 42,547 38,075 36,854 Earnings (loss) per share attributable to Tivity Health, Inc. - basic: Continuing operations $ 1.56 $ 1.52 $ 1.22 Discontinued operations $ 0.06 $ (5.01 ) $ (2.08 ) Net income (loss) $ 1.62 $ (3.49 ) $ (0.86 ) Earnings (loss) per share attributable to Tivity Health, Inc. - diluted: Continuing operations $ 1.44 $ 1.47 $ 1.18 Discontinued operations $ 0.06 $ (4.86 ) $ (2.02 ) Net earnings (loss) $ 1.50 $ (3.39 ) $ (0.84 ) Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options 4 708 903 Restricted stock units 12 333 220 Warrants related to Cash Convertible Notes — 7,707 7,707 CareFirst Convertible Note — — 892 CareFirst Warrants — — 263 |
Accumulated OCI (Tables)
Accumulated OCI (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated OCI [Abstract] | |
Changes in Accumulated Other Comprehensive Income (AOCI) | The following tables summarize the changes in accumulated OCI, net of tax, for the years ended December 31, 2017 and 2016: (In thousands) Foreign Currency Translation Adjustments Accumulated OCI, net of tax, as of January 1, 2017 $ (4,502 ) Other comprehensive income before reclassifications, net of tax of $225 1,458 Amounts reclassified from accumulated OCI, net of tax of $0 3,044 (1) Accumulated OCI, net of tax, as of December 31, 2017 $ — (1) This amount was reclassified out of accumulated OCI to gain (loss) on discontinued operations during the year ended December 31, 2017 and had a tax effect of $0. (In thousands) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2016 $ (239 ) $ (4,000 ) $ (4,239 ) Other comprehensive income (loss) before reclassifications, net of tax of $44 and $0, respectively (67 ) (502 ) (569 ) Amounts reclassified from accumulated OCI, net of tax of $201 and $0, respectively 306 — 306 Net increase (decrease) in other comprehensive income (loss), net of tax 239 (502 ) (263 ) Accumulated OCI, net of tax, as of December 31, 2016 $ — $ (4,502 ) $ (4,502 ) |
Reclassifications out of Accumulated Other Comprehensive Income (AOCI) | The following table provides details about reclassifications out of accumulated OCI for the year ended December 31, 2016. There were no reclassifications out of accumulated OCI for the year ended December 31, 2017. Year Ended December 31, 2016 Statement of Operations Classification (In thousands) Interest rate swaps $ 507 Interest expense (201 ) Income tax $ 306 Net of tax |
Restructuring and Related Cha42
Restructuring and Related Charges (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
2015 Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Plan and Other Restructuring Costs | The following table shows the activity in accrued restructuring and related charges for the years ended December 31, 2017, 2016, and 2015 related to our 2015 Restructuring Plan: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Asset Retirements Total Restructuring charges $ 8,836 $ 5,074 $ 1,187 $ 15,097 Payments (825 ) (2,174 ) — (2,999 ) Non-cash charges (2) (918 ) — (1,187 ) (2,105 ) Accrued restructuring and related charges liability as of December 31, 2015 $ 7,093 $ 2,900 $ — $ 9,993 Restructuring charges 4,599 4,130 — 8,729 Cash payments (7,414 ) (6,967 ) — (14,381 ) Non-cash charges (2) 67 — — 67 Adjustments (3) (103 ) — — (103 ) Accrued restructuring and related charges liability as of December 31, 2016 $ 4,242 $ 63 $ — $ 4,305 Payments (1,434 ) (11 ) — (1,445 ) Accrued restructuring and related charges liability as of December 31, 2017 $ 2,808 $ 52 $ — $ 2,860 (1) (2) (3) resulted primarily from actual employee tax and benefit amounts differing from previous estimates |
2016 Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Plan and Other Restructuring Costs | The following table shows the activity in accrued restructuring and related charges for the years ended December 31, 2016 and 2017 related to our 2016 Restructuring Plan: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Restructuring charges $ 4,697 $ 236 $ 4,933 Payments (559 ) (188 ) (747 ) Non-cash charges (2) (287 ) — (287 ) Accrued restructuring and related charges liability as of December 31, 2016 $ 3,851 $ 48 $ 3,899 Restructuring charges $ 795 $ 16 $ 811 Payments (3,399 ) (64 ) (3,463 ) Adjustments (3) (159 ) — (159 ) Accrued restructuring and related charges liability as of December 31, 2017 $ 1,088 $ — $ 1,088 (1) (2) (3) |
2017 Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Plan and Other Restructuring Costs | The following table shows the activity in accrued restructuring and related charges for the year ended December 31, 2017 related to our 2017 Restructuring Plan: (In thousands) Severance and Other Employee-Related Costs Restructuring charges $ 2,571 Payments (540 ) Non-cash charges (1) (108 ) Accrued restructuring and related charges liability as of December 31, 2017 $ 1,923 (1) |
Quarterly Financial Informati43
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information (unaudited) [Abstract] | |
Schedule of Quarterly Financial Information | (In thousands, except per share data) Year Ended December 31, 2017 First Second Third Fourth (3) Revenues $ 140,970 $ 138,914 $ 137,703 $ 139,354 Gross margin $ 37,914 $ 39,195 $ 42,465 $ 38,970 Income before income taxes $ 24,852 $ 26,800 $ 30,289 $ 22,843 Income from continuing operations attributable to Tivity Health, Inc. $ 15,481 $ 17,240 $ 19,886 $ 8,624 Net income (loss) from discontinued operations attributable to Tivity Health, Inc. $ (220 ) $ (3,673 ) $ 6,519 $ (141 ) Net income (loss) attributable to Tivity Health, Inc. $ 15,261 $ 13,567 $ 26,405 $ 8,483 Earnings (loss) per share attributable to Tivity Health, Inc. – basic: Continuing operations (1) $ 0.40 $ 0.44 $ 0.50 $ 0.22 Discontinued operations (1) $ (0.01 ) $ (0.09 ) $ 0.17 $ (0.00 ) Net income (loss) (1) (2) $ 0.39 $ 0.35 $ 0.67 $ 0.21 Earnings (loss) per share attributable to Tivity Health, Inc. – diluted: Continuing operations (1) $ 0.38 $ 0.41 $ 0.46 $ 0.20 Discontinued operations (1) $ (0.01 ) $ (0.09 ) $ 0.15 $ 0.00 Net income (loss) (1) (2) $ 0.38 $ 0.32 $ 0.61 $ 0.20 (In thousands, except per share data) Year Ended December 31, 2016 First Second Third Fourth (4) Revenues $ 126,012 $ 125,003 $ 125,049 $ 124,933 Gross margin $ 33,105 $ 34,590 $ 34,562 $ 38,304 Income before income taxes $ 19,208 $ 19,962 $ 17,925 $ 20,972 Income from continuing operations attributable to Tivity Health, Inc. $ 19,208 $ 19,962 $ 4,799 $ 12,125 Net income (loss) from discontinued operations attributable to Tivity Health, Inc. $ (33,417 ) $ (195,558 ) $ 48,995 $ (5,225 ) Net income (loss) attributable to Tivity Health, Inc. $ (14,209 ) $ (175,596 ) $ 53,794 $ 6,900 Earnings (loss) per share attributable to Tivity Health, Inc. – basic: Continuing operations (1) $ 0.53 $ 0.55 $ 0.13 $ 0.31 Discontinued operations (1) $ (0.93 ) $ (5.41 ) $ 1.32 $ (0.14 ) Net income (loss) (1) (2) $ (0.39 ) $ (4.85 ) $ 1.45 $ 0.18 Earnings (loss) per share attributable to Tivity Health, Inc. – diluted: Continuing operations (1) $ 0.52 $ 0.54 $ 0.12 $ 0.30 Discontinued operations (1) $ (0.91 ) $ (5.25 ) $ 1.28 $ (0.13 ) Net income (loss) (1) (2) $ (0.39 ) $ (4.72 ) $ 1.40 $ 0.17 (1) We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period . , (2) Figures may not add due to rounding. (3) The Tax Act was signed into law during the fourth quarter of 2017, and we incurred a non-cash charge of $7.4 million during the quarter related to both the re-measurement of our deferred tax assets to the lower tax rate and the requirement to recalculate the impact of repatriation of our foreign earnings, which occurred earlier in the year, under provisions of the new law. (4) Income from continuing operations for the fourth quarter of 2016 includes the impact of a $2.2 million out of period adjustment to decrease depreciation expense included in continuing operations (with a corresponding increase to depreciation expense included in discontinued operations). This adjustment was recorded after having completed our asset separation analysis and related to the correction of our previous allocation of 2016 depreciation expense between continuing and discontinued operations |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($)Program | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 11, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of programs | Program | 3 | |||
Accounts Receivable, Net [Abstract] | ||||
Total contractual allowances and allowance for doubtful accounts | $ 0.2 | $ 0.7 | ||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | 3.4 | 3.6 | $ 6.3 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets not subject to amortization | $ 29 | $ 29 | ||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 3 years | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 10 years | |||
Computer Software and Hardware [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 3 years | |||
Computer Software and Hardware [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 7 years | |||
Furniture and Other Office Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 4 years | |||
Furniture and Other Office Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 7 years | |||
Leasehold Improvements [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 2 years | |||
Leasehold Improvements [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 15 years | |||
SulAmerica [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of ownership interest acquired in joint venture | 49.00% |
Recent Relevant Accounting St45
Recent Relevant Accounting Standards (Details) $ in Millions | Jan. 01, 2017USD ($) |
ASU No. 2016-09 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Increase in retained earnings resulting from cumulative effect of adopting new accounting principle | $ 6.5 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2016 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Financial results included in losses from discontinued operations [Abstract] | |||||||
Pretax loss on release of cumulative translation adjustment | $ (3,044) | $ 0 | $ 0 | ||||
Income (loss) from discontinued operations, net of income tax benefit | 2,485 | (184,706) | (74,952) | ||||
TPHS Business [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||||||
Financial results included in losses from discontinued operations [Abstract] | |||||||
Revenues | 0 | 151,780 | 318,506 | ||||
Cost of services | 427 | 173,302 | 317,849 | ||||
Selling, general & administrative expenses | 349 | 18,594 | 32,928 | ||||
Depreciation and amortization | 0 | 27,207 | 42,986 | ||||
Restructuring and related charges | 0 | 8,626 | 14,395 | ||||
Equity in income (loss) from joint ventures | 98 | 243 | (20,229) | ||||
Pretax loss on discontinued operations | (678) | (75,706) | (109,881) | ||||
Pretax loss on release of cumulative translation adjustment | [1] | (3,044) | 0 | 0 | |||
Pretax gain on sale of Navvis business | 0 | 0 | 1,873 | ||||
Pretax loss on sale of MeYou Health business | 0 | (4,826) | 0 | ||||
Pretax income (loss) on sale of TPHS business | 4,733 | (202,095) | 0 | ||||
Total pretax income (loss) on discontinued operations | 1,011 | (282,627) | (108,008) | ||||
Income tax benefit | (1,474) | [2] | (97,921) | (33,056) | |||
Income (loss) from discontinued operations, net of income tax benefit | 2,485 | (184,706) | (74,952) | ||||
Significant operating and investing non-cash items of the discontinued operations [Abstract] | |||||||
Depreciation and amortization | 0 | 27,207 | 42,986 | ||||
Capital expenditures | 0 | 10,258 | 29,984 | ||||
Assets acquired through capital lease obligations | 0 | 0 | 898 | ||||
Share-based compensation | $ 0 | $ 10,144 | $ 3,404 | ||||
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 | 66.67% | ||||||
Payment obligation included in accrued liabilities | $ 800 | ||||||
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 | $ 30,000 | $ 39,800 | |||||
Conversion period of stock conversion | 24 months | ||||||
Stock issued during period conversion of convertible securities, conversion price (in dollars per share) | $ 249.87 | ||||||
Maximum reduction in face amount of adjustable convertible equity right due to negative cash flows | 20,000 | ||||||
Adjustable convertible equity right, face amount net of face value maximum negative cash flow adjustment | $ 10,000 | ||||||
Fair value of adjustable convertible equity right recorded | $ 2,700 | 2,600 | $ 5,500 | ||||
Net working capital surplus | $ 9,800 | ||||||
Carrying value of adjustable convertible equity right | $ 10,800 | ||||||
[1] | During the second quarter of 2017, we substantially liquidated foreign entities that were part of our TPHS business, resulting in a release of the cumulative translation adjustment of $3.0 million into loss from discontinued operations. | ||||||
[2] | Income tax benefit for the year ended December 31, 2017 includes the effect of a change in the estimate of net U.S. tax incurred in 2016 on foreign activity classified as discontinued operations. |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill [Roll Forward] | |||||
Beginning balance | $ 334,680 | $ 336,974 | $ 338,800 | ||
Ending balance | 334,680 | 334,680 | 336,974 | ||
Proceeds from sale of business | 0 | 5,156 | 0 | ||
Goodwill, gross | 517,000 | 517,000 | |||
Goodwill, impaired, accumulated impairment loss | $ 182,400 | 182,400 | |||
Navvis [Member] | |||||
Goodwill [Roll Forward] | |||||
Sale of business | $ (1,826) | ||||
Proceeds from sale of business | $ 4,400 | ||||
Gain (loss) on sale of business | $ 1,873 | ||||
MeYou Health [Member] | |||||
Goodwill [Roll Forward] | |||||
Sale of business | $ (2,294) | ||||
Proceeds from sale of business | $ 5,500 | ||||
Gain (loss) on sale of business | (4,826) | ||||
MeYou Health [Member] | Maximum [Member] | |||||
Goodwill [Roll Forward] | |||||
Additional contingent consideration received | $ 1,500 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 10,442 | $ 15,131 | |
Accumulated Amortization | (10,442) | (15,131) | |
Total | 0 | 0 | |
Estimated Future Amortization Expense [Abstract] | |||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 0 | ||
2,022 | 0 | ||
Thereafter | 0 | ||
Amortization expense | 0 | 500 | $ 500 |
Intangible assets not subject to amortization | 29,000 | 29,000 | |
Acquired Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,733 | 6,422 | |
Accumulated Amortization | (1,733) | (6,422) | |
Total | 0 | 0 | |
Distributor and Provider Networks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 8,709 | 8,709 | |
Accumulated Amortization | (8,709) | (8,709) | |
Total | $ 0 | $ 0 |
Income Taxes, Components of Inc
Income Taxes, Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current taxes [Abstract] | |||
Federal | $ 771 | $ (426) | $ 457 |
State | 373 | 311 | 670 |
Deferred taxes [Abstract] | |||
Federal | 37,565 | 18,910 | 23,342 |
State | 4,844 | 3,178 | 4,816 |
Income tax expense | $ 43,553 | $ 21,973 | $ 29,285 |
Income Taxes, Significant Compo
Income Taxes, Significant Components of Net Deferred Tax Asset and Liability (Details) - USD ($) $ in Thousands | Jan. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset [Abstract] | |||||
Accruals and reserves | $ 1,539 | $ 1,539 | $ 4,085 | ||
Deferred compensation | 1,439 | 1,439 | 4,344 | ||
Share-based payments | 2,944 | 2,944 | 5,818 | ||
Net operating loss carryforwards | 32,122 | 32,122 | 68,271 | ||
Capital loss carryforwards | 8,102 | 8,102 | 11,861 | ||
Cash Conversion Derivative | 25,821 | 25,821 | 4,592 | ||
Basis difference on joint ventures | 0 | 0 | 1,621 | ||
Tax credits | 6,994 | 6,994 | 0 | ||
Other assets | 320 | 320 | 4,297 | ||
Deferred tax assets, gross | 79,281 | 79,281 | 104,889 | ||
Valuation allowance | (11,462) | (11,462) | (15,176) | ||
Total | 67,819 | 67,819 | 89,713 | ||
Deferred tax liability [Abstract] | |||||
Property and equipment | (2,104) | (2,104) | (2,386) | ||
Intangible assets | (14,728) | (14,728) | (21,520) | ||
Cash Convertible Notes Hedges | (25,821) | (25,821) | (4,592) | ||
Other liabilities | 0 | 0 | (1,653) | ||
Total | (42,653) | (42,653) | (30,151) | ||
Net long-term deferred tax asset | 25,166 | 25,166 | 59,562 | ||
Tax expense necessary to revalue deferred tax assets and liabilities | 5,000 | ||||
Increase (decrease) in valuation allowance | (3,700) | ||||
Increase (decrease) in valuation allowance allocated to continuing operations | (4,000) | ||||
Increase (decrease) in valuation allowance allocated to discontinued operations | $ 300 | ||||
Federal corporate tax rate | 35.00% | ||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of operating loss carryforwards subject to an annual limitation | 2,800 | $ 2,800 | |||
Cumulative net operating losses attributable to excess tax deductions from share-based payment awards | 16,500 | ||||
Tax expense recorded to adjust deferred tax assets due to mandatory deemed repatriation of undistributed foreign earnings | 2,500 | ||||
Undistributed earnings of foreign subsidiaries | 0 | 0 | $ 13,900 | ||
ASU No. 2016-09 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Increase in deferred tax assets as a cumulative-effect adjustment to retained earnings | $ 6,500 | ||||
Capital Loss Carryforward [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforwards | 30,500 | $ 30,500 | |||
Tax credit carryforwards, expiration dates | Dec. 31, 2021 | ||||
Plan [Member] | |||||
Deferred tax liability [Abstract] | |||||
Federal corporate tax rate | 21.00% | ||||
International [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carry forwards valuation allowance | 3,400 | $ 3,400 | |||
Operating loss carryforwards | 12,900 | 12,900 | |||
International [Member] | Capital Loss Carryforward [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforwards | 4,600 | $ 4,600 | |||
International [Member] | Capital Loss Carryforward [Member] | Earliest Tax Year [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforwards, expiration dates | Dec. 31, 2022 | ||||
International [Member] | Capital Loss Carryforward [Member] | Latest Tax Year [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforwards, expiration dates | Dec. 31, 2027 | ||||
Federal [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 99,200 | $ 99,200 | |||
Federal [Member] | Earliest Tax Year [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, expiration dates | Dec. 31, 2035 | ||||
Federal [Member] | Latest Tax Year [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, expiration dates | Dec. 31, 2036 | ||||
State [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 151,900 | $ 151,900 | |||
State [Member] | Earliest Tax Year [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, expiration dates | Dec. 31, 2018 | ||||
State [Member] | Latest Tax Year [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, expiration dates | Dec. 31, 2036 |
Income Taxes, Effective Income
Income Taxes, Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Difference Between Income Tax Expense Computed Using Statutory Federal Income Tax Rate And Effective Rate [Abstract] | |||
Statutory federal income tax | $ 36,674 | $ 27,321 | $ 25,522 |
State income taxes, less federal income tax benefit | 5,119 | 3,801 | 3,488 |
Permanent items | 1,750 | 954 | 167 |
Change in valuation allowance | 0 | (9,615) | 0 |
Share-based compensation | (6,441) | 0 | 0 |
Tax Act adjustments | 7,442 | 0 | 0 |
Prior year tax adjustments | (544) | (444) | 108 |
State income tax credits | (447) | (44) | 0 |
Income tax expense | $ 43,553 | $ 21,973 | $ 29,285 |
Income Taxes, Uncertain Tax Pos
Income Taxes, Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Uncertain Tax Positions [Abstract] | ||
Unrecognized tax benefits that affect our effective tax rate | $ 600 | |
Interest and penalties related to unrecognized tax benefits | 0 | $ 0 |
Changes in Unrecognized Tax Benefits [Roll Forward] | ||
Balance, beginning of period | 0 | 0 |
Increases (decreases) in 2016 | 0 | |
Increases based upon tax positions related to prior years | 644 | |
Balance, end of period | $ 644 | $ 0 |
Open tax year | 2,014 |
Debt, Summary of Debt, Net of U
Debt, Summary of Debt, Net of Unamortized Deferred Loan Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Components of debt, net of unamortized deferred loan costs [Abstract] | ||
Debt, net of unamortized discount | $ 146,410 | $ 212,629 |
Less: deferred loan costs | (451) | (2,286) |
Total debt | 145,959 | 210,343 |
Less: current portion | (145,959) | (46,046) |
Long-term debt | 0 | 164,297 |
Cash Convertible Notes, Net of Unamortized Discount [Member] | ||
Components of debt, net of unamortized deferred loan costs [Abstract] | ||
Debt, net of unamortized discount | 145,861 | 137,859 |
Capital Lease Obligations and Other [Member] | ||
Components of debt, net of unamortized deferred loan costs [Abstract] | ||
Debt, net of unamortized discount | 549 | 1,270 |
Prior Credit Agreement [Member] | Term Loan [Member] | ||
Components of debt, net of unamortized deferred loan costs [Abstract] | ||
Debt, net of unamortized discount | 0 | 60,000 |
Prior Credit Agreement [Member] | Revolver [Member] | ||
Components of debt, net of unamortized deferred loan costs [Abstract] | ||
Debt, net of unamortized discount | $ 0 | $ 13,500 |
Debt, Credit Facility (Details)
Debt, Credit Facility (Details) - USD ($) | Apr. 21, 2017 | Jun. 08, 2012 | Dec. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||||
Long term debt outstanding | $ 145,959,000 | $ 210,343,000 | ||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total availability under the revolving credit facility | $ 92,600,000 | |||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Initiation date | Jun. 8, 2012 | |||
Maximum borrowing capacity | $ 125,000,000 | |||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Unused commitment fee percentage | 0.20% | |||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Unused commitment fee percentage | 0.50% | |||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Variable rate basis | 0.00% | |||
Margin rate | 1.75% | |||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Margin rate | 3.00% | |||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | One-Month LIBOR [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Margin rate | 0.75% | |||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Margin rate | 2.00% | |||
Prior Credit Agreement [Member] | Swingline Sub Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 20,000,000 | |||
Prior Credit Agreement [Member] | Letters of Credit Sub Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 75,000,000 | |||
Prior Credit Agreement [Member] | Term Loan Facility A [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, face amount | 200,000,000 | |||
Prior Credit Agreement [Member] | Uncommitted Incremental Accordion Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | |||
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 | $ 100,000,000 | |||
Credit Agreement [Member] | Swingline Sub Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 25,000,000 | |||
Credit Agreement [Member] | Letters of Credit Sub Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 75,000,000 | |||
Credit Agreement [Member] | Term Loan Facility A [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, face amount | 70,000,000 | |||
Credit Agreement [Member] | Delayed Draw Term Loan Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, face amount | $ 150,000,000 | |||
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 | $ 100,000,000 |
Debt, Cash Convertible Notes (D
Debt, Cash Convertible Notes (Details) | Oct. 01, 2013USD ($)$ / shares | Jul. 16, 2013USD ($)$ / shares | Oct. 31, 2016$ / sharesshares | Dec. 31, 2017USD ($)TradingDay | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jul. 31, 2013$ / shares |
Debt Instrument [Line Items] | |||||||
Interest expense related to amortization of debt discount | $ 8,001,000 | $ 7,564,000 | $ 7,148,000 | ||||
Minimum annual principal payments and repayments of the revolving advances [Abstract] | |||||||
2,018 | 150,000,000 | ||||||
2,019 | 0 | ||||||
2,020 | 0 | ||||||
2,021 | 0 | ||||||
2,022 | 0 | ||||||
2023 and thereafter | 0 | ||||||
Total | $ 150,000,000 | ||||||
CareFirst Convertible Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal of convertible notes | $ 20,000,000 | ||||||
Proceeds from issuance of convertible debt | $ 20,000,000 | ||||||
Initial conversion price (in dollars per share) | $ / shares | $ 22.41 | $ 22.41 | |||||
Debt converted instrument shares issued (in shares) | shares | 892,458 | ||||||
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% | ||||||
Cash conversion rate | 51.3769 | ||||||
Par amount of convertible note | $ 1,000 | ||||||
Consecutive trading days | TradingDay | 80 | ||||||
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 | $ 8,000,000 | 7,600,000 | |||||
Effective interest rate | 5.70% | ||||||
Interest expense | $ 2,300,000 | 2,300,000 | |||||
Debt instrument, unamortized discount | $ 4,100,000 | $ 12,100,000 | |||||
Warrants strike price (in dollars per share) | $ / shares | $ 25.95 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Nov. 06, 2017Claim | Dec. 31, 2017USD ($) |
Loss Contingencies [Line Items] | ||
Number of lawsuits filed | Claim | 2 | |
Sharecare [Member] | ||
Contractual Commitments [Abstract] | ||
Period over which payments are to be made to joint venture | 5 years | |
Remaining payment obligation responsibility percentage | 66.67% | |
Payment obligation included in accrued liabilities | $ | $ 0.8 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 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 | 85,718 | ||
Balance at end of period | 134,079 | ||
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 | (85,718) | ||
Balance at end of period | (134,079) | ||
Recurring [Member] | Cash Convertible Notes Hedges [Member] | |||
Assets [Abstract] | |||
Assets, gross fair value | 134,079 | $ 48,361 | |
Assets, netting | [1] | 0 | 0 |
Assets, net fair value | 134,079 | 48,361 | |
Recurring [Member] | Cash Convertible Notes Hedges [Member] | Level 3 [Member] | |||
Assets [Abstract] | |||
Assets, gross fair value | 134,079 | 48,361 | |
Recurring [Member] | Cash Conversion Derivative [Member] | |||
Liabilities [Abstract] | |||
Liabilities, gross fair value | 134,079 | 48,361 | |
Liabilities, netting | [1] | 0 | 0 |
Liabilities, net fair value | 134,079 | 48,361 | |
Recurring [Member] | Cash Conversion Derivative [Member] | Level 3 [Member] | |||
Liabilities [Abstract] | |||
Liabilities, gross fair value | $ 134,079 | $ 48,361 | |
[1] | This column reflects the impact of netting derivative assets and liabilities by counterparty when a legally enforceable master netting agreement exists. |
Fair Value Measurements, Fair V
Fair Value Measurements, Fair Value of Other Financial Instruments (Details) $ in Millions | Dec. 31, 2017USD ($) |
Cash Convertible Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Aggregate principal of convertible notes | $ 150 |
Carrying Value [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash and cash equivalents | 28.4 |
Carrying Value [Member] | Cash Convertible Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Debt instrument | 145.9 |
Estimated Fair Value [Member] | Cash Convertible Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Debt instrument | $ 278.8 |
Derivative Instruments and He59
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivatives in Cash Flow Hedging Relationships [Abstract] | ||
Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect | $ 0 | $ 110 |
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect | 0 | (507) |
Liabilities [Abstract] | ||
Derivative liabilities, current | 134,079 | 0 |
Derivative liabilities, long-term | 0 | $ 48,361 |
Cash Flow Hedging [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fixed interest rate | 1.48% | |
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) | 85,718 | $ 35,729 |
Cash Convertible Notes Hedges [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ||
Assets [Abstract] | ||
Derivative assets, current | 134,079 | 0 |
Derivative assets, long-term | 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) | (85,718) | (35,729) |
Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ||
Liabilities [Abstract] | ||
Derivative liabilities, current | 134,079 | 0 |
Derivative liabilities, long-term | $ 0 | $ 48,361 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Other Long-Term Liabilities [Abstract] | ||
Vesting period | 4 years | |
Vested amounts under the non-qualified deferred compensation plan | $ 1.3 | $ 1.6 |
Current portions of the non-qualified deferred compensation plan | 1.3 | $ 5.9 |
Estimated future plan payments under non-qualified deferred compensation plan [Abstract] | ||
2,018 | 1.3 | |
2,019 | $ 1.3 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)ft²RenewalOption | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | |||
Lease expiration date | Feb. 28, 2023 | ||
Rent expense | $ 2,500 | $ 4,200 | $ 3,700 |
Total cash receipts from subleases | 29,200 | ||
Future minimum lease payments under operating leases [Abstract] | |||
2,018 | 5,547 | ||
2,019 | 5,645 | ||
2,020 | 3,175 | ||
2,021 | 910 | ||
2,022 | 827 | ||
2023 and thereafter | 136 | ||
Total minimum lease payments | $ 16,240 | ||
Corporate Headquarters and Call Center [Member] | |||
Operating Leased Assets [Line Items] | |||
Area of leased property | ft² | 264,000 | ||
Area of leased property, sublease | ft² | 221,000 | ||
Number of renewal options | RenewalOption | 2 | ||
Renewal options period | 5 years | ||
Operating lease term | 15 years | ||
Tenant improvement allowance | $ 10,700 | ||
Corporate Headquarters and Call Center [Member] | Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expense | 4,300 | ||
Corporate Headquarters and Call Center [Member] | Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 6,600 | ||
Office Space in Chandler [Member] | |||
Operating Leased Assets [Line Items] | |||
Area of leased property | ft² | 92,000 | ||
Lease expiration date | Apr. 30, 2020 | ||
Office Space In Ashburn [Member] | |||
Operating Leased Assets [Line Items] | |||
Area of leased property | ft² | 6,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017USD ($)ExecutiveTypeEmployeeshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | [1] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation costs | $ 6.7 | $ 17.5 | $ 10.5 | ||
Total income tax benefit recognized | $ 2.6 | 2.9 | 2.8 | ||
Number of former senior executives with unvested share-based payment awards vested | Executive | 2 | ||||
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted | $ 7.6 | ||||
Weighted average period for recognition of unrecognized compensation cost | 1 year 3 months 18 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Types of share based awards | Type | 3 | ||||
Number of shares reserved for future equity grants (in shares) | shares | 1,200,000 | ||||
Discontinued Operations [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation costs | [2] | $ 0 | 10.1 | 3.4 | |
TPHS Business [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Modification cost | $ 7.4 | ||||
Number of employees considered for accelerating vesting dates to closing date | Employee | 100 | ||||
Cost of Services [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation costs | $ 2.2 | 1.2 | 0.9 | ||
Selling, General and Administrative Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation costs | 4.4 | 5.9 | 6 | ||
Restructuring and Related Charges [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation costs | $ 0.1 | $ 0.3 | $ 0.2 | ||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Expiration period | 10 years | ||||
Stock Options [Member] | TPHS Business [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Modified shares (in shares) | shares | 92,000 | ||||
Restricted Stock and Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Restricted Stock and Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Restricted Stock and Restricted Stock Units (RSUs) [Member] | TPHS Business [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Modified shares (in shares) | shares | 396,000 | ||||
Performance-based Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Market Stock Units [Member] | TPHS Business [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Modified shares (in shares) | shares | 75,000 | ||||
[1] | Includes the acceleration of vesting in May 2015 of all unexercisable stock options and unvested time-based restricted stock units held by our former president and chief executive officer at the time of the termination of his employment. | ||||
[2] | Includes the acceleration of vesting in 2016 of all unvested stock options, market stock units and restricted stock units held by two former senior executives as of the Closing who had accepted employment with Sharecare. |
Share-Based Compensation, Stock
Share-Based Compensation, Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares [Roll Forward] | |||
Outstanding, beginning of period (in shares) | 1,024,000 | ||
Granted (in shares) | 0 | 0 | |
Exercised (in shares) | (472,000) | ||
Forfeited (in shares) | 0 | ||
Expired (in shares) | (45,000) | ||
Outstanding, end of period (in shares) | 507,000 | 1,024,000 | |
Exercisable, end of period (in shares) | 486,000 | ||
Weighted-Average Exercise Price [Roll Forward] | |||
Outstanding, beginning of period (in dollars per share) | $ 14.02 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 12.15 | ||
Forfeited (in dollars per share) | 0 | ||
Expired (in dollars per share) | 45.36 | ||
Outstanding, end of period (in dollars per share) | 12.98 | $ 14.02 | |
Exercisable, end of period (in dollars per share) | $ 12.82 | ||
Weighted-Average Remaining Contractual Term [Abstract] | |||
Outstanding | 4 years 3 months 18 days | ||
Exercisable | 4 years 2 months 12 days | ||
Aggregate Intrinsic Value [Abstract] | |||
Outstanding, end of period | $ 11,942 | ||
Exercisable, end of period | 11,528 | ||
Total intrinsic value of options exercised during period | 10,500 | $ 10,200 | $ 5,300 |
Cash received from option exercised | 5,722 | $ 10,002 | $ 2,467 |
Tax benefit realized from options exercised | $ 4,100 |
Share-Based Compensation, Nonve
Share-Based Compensation, Nonvested Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total grant-date fair value of shares vested | $ 5.7 | $ 13.9 | $ 5.2 |
Restricted Stock and Restricted Stock Units (RSUs) [Member] | |||
Shares [Roll Forward] | |||
Nonvested, beginning of period (in shares) | 939 | ||
Granted (in shares) | 136 | ||
Vested (in shares) | (432) | ||
Forfeited (in shares) | (71) | ||
Nonvested, end of period (in shares) | 572 | 939 | |
Weighted-Average Grant Date Fair Value [Roll Forward] | |||
Nonvested, beginning of period (in dollars per share) | $ 13.11 | ||
Granted (in dollars per share) | 32.06 | $ 12.37 | $ 11.97 |
Vested (in dollars per share) | 13.10 | ||
Forfeited (in dollars per share) | 13.27 | ||
Nonvested, end of period (in dollars per share) | $ 17.60 | $ 13.11 | |
Market Stock Units [Member] | |||
Shares [Roll Forward] | |||
Nonvested, beginning of period (in shares) | 406 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (8) | ||
Forfeited (in shares) | (25) | ||
Nonvested, end of period (in shares) | 373 | 406 | |
Weighted-Average Grant Date Fair Value [Roll Forward] | |||
Nonvested, beginning of period (in dollars per share) | $ 8.75 | ||
Granted (in dollars per share) | 0 | $ 10.67 | $ 6.53 |
Vested (in dollars per share) | 5.46 | ||
Forfeited (in dollars per share) | 5.95 | ||
Nonvested, end of period (in dollars per share) | $ 9.01 | $ 8.75 |
Share Repurchases (Details)
Share Repurchases (Details) | May 15, 2015$ / sharesshares |
Share Repurchases [Abstract] | |
Performance awards net exercised to purchase shares of HWAY stock (in shares) | shares | 434,436 |
Exercise price per share (in dollars per share) | $ / shares | $ 9.96 |
Total number of shares purchased (in shares) | shares | 106,408 |
Price paid per share (in dollars per share) | $ / shares | $ 17.23 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2017 | [1] | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | [2] | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||
Numerator [Abstract] | |||||||||||||||||||
Income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share | $ 8,624 | $ 19,886 | $ 17,240 | $ 15,481 | $ 12,125 | $ 4,799 | $ 19,962 | $ 19,208 | $ 61,230 | $ 56,091 | $ 43,634 | ||||||||
Net income (loss) from discontinued operations attributable to Tivity Health, Inc. - numerator for earnings (loss) per share | (141) | 6,519 | (3,673) | (220) | (5,225) | 48,995 | (195,558) | (33,417) | 2,485 | (185,202) | (74,581) | ||||||||
Net income (loss) attributable to Tivity Health, Inc. | $ 8,483 | $ 26,405 | $ 13,567 | $ 15,261 | $ 6,900 | $ 53,794 | $ (175,596) | $ (14,209) | $ 63,715 | $ (129,111) | $ (30,947) | ||||||||
Denominator [Abstract] | |||||||||||||||||||
Shares used for basic income (loss) per share (in shares) | 39,357 | 36,999 | 35,832 | ||||||||||||||||
Effect of dilutive stock options and restricted stock units outstanding [Abstract] | |||||||||||||||||||
Shares used for diluted income (loss) per share (in shares) | 42,547 | 38,075 | 36,854 | ||||||||||||||||
Earnings (loss) per share attributable to Tivity Health, Inc. - basic [Abstract] | |||||||||||||||||||
Continuing operations (in dollars per share) | $ 0.22 | [3] | $ 0.50 | [3] | $ 0.44 | [3] | $ 0.40 | [3] | $ 0.31 | [3] | $ 0.13 | [3] | $ 0.55 | [3] | $ 0.53 | [3] | $ 1.56 | $ 1.52 | $ 1.22 |
Discontinued operations (in dollars per share) | 0 | [3] | 0.17 | [3] | (0.09) | [3] | (0.01) | [3] | (0.14) | [3] | 1.32 | [3] | (5.41) | [3] | (0.93) | [3] | 0.06 | (5.01) | (2.08) |
Net income (loss) (in dollars per share) | 0.21 | [3],[4] | 0.67 | [3],[4] | 0.35 | [3],[4] | 0.39 | [3],[4] | 0.18 | [3],[4] | 1.45 | [3],[4] | (4.85) | [3],[4] | (0.39) | [3],[4] | 1.62 | (3.49) | (0.86) |
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted [Abstract] | |||||||||||||||||||
Continuing operations (in dollars per share) | 0.20 | [3] | 0.46 | [3] | 0.41 | [3] | 0.38 | [3] | 0.30 | [3] | 0.12 | [3] | 0.54 | [3] | 0.52 | [3] | 1.44 | 1.47 | 1.18 |
Discontinued operations (in dollars per share) | 0 | [3] | 0.15 | [3] | (0.09) | [3] | (0.01) | [3] | (0.13) | [3] | 1.28 | [3] | (5.25) | [3] | (0.91) | [3] | 0.06 | (4.86) | (2.02) |
Net income (loss) (in dollars per share) | $ 0.20 | [3],[4] | $ 0.61 | [3],[4] | $ 0.32 | [3],[4] | $ 0.38 | [3],[4] | $ 0.17 | [3],[4] | $ 1.40 | [3],[4] | $ (4.72) | [3],[4] | $ (0.39) | [3],[4] | $ 1.50 | $ (3.39) | $ (0.84) |
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) | 436 | 344 | 568 | ||||||||||||||||
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) | 549 | 538 | 364 | ||||||||||||||||
Performance 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) | 0 | 0 | 25 | ||||||||||||||||
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) | 496 | 194 | 10 | ||||||||||||||||
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) | 1,709 | ||||||||||||||||||
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 | 0 | 55 | ||||||||||||||||
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) | 4 | 708 | 903 | ||||||||||||||||
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) | 12 | 333 | 220 | ||||||||||||||||
Performance 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) | 0 | 0 | 1 | ||||||||||||||||
Market 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) | 6 | 2 | 0 | ||||||||||||||||
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 | 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 | 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 | 0 | 263 | ||||||||||||||||
[1] | The Tax Act was signed into law during the fourth quarter of 2017, and we incurred a non-cash charge of $7.4 million during the quarter related to both the re-measurement of our deferred tax assets to the lower tax rate and the requirement to recalculate the impact of repatriation of our foreign earnings, which occurred earlier in the year, under provisions of the new law. | ||||||||||||||||||
[2] | Income from continuing operations for the fourth quarter of 2016 includes the impact of a $2.2 million out of period adjustment to decrease depreciation expense included in continuing operations (with a corresponding increase to depreciation expense included in discontinued operations). This adjustment was recorded after having completed our asset separation analysis and related to the correction of our previous allocation of 2016 depreciation expense between continuing and discontinued operations. The previous interim periods in 2016 were not materially misstated, nor is the correction material to the interim results for the fourth quarter of 2016. | ||||||||||||||||||
[3] | We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period. Accordingly, the sum of the quarters may not necessarily be equal to the full year income per share. | ||||||||||||||||||
[4] | Figures may not add due to rounding. |
Accumulated OCI (Details)
Accumulated OCI (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Changes in accumulated OCI, net of tax [Roll Forward] | ||||
Other comprehensive income (loss) before reclassifications, net of tax | $ (569) | |||
Amounts reclassified from accumulated OCI, net of tax | 306 | |||
Total other comprehensive income (loss), net of tax | $ 4,502 | (263) | $ (2,191) | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Changes in accumulated OCI, net of tax [Roll Forward] | ||||
Balance | (4,502) | (4,239) | ||
Balance | (4,502) | (4,239) | ||
Net Change in Fair Value of Interest Rate Swaps [Member] | ||||
Changes in accumulated OCI, net of tax [Roll Forward] | ||||
Balance | 0 | (239) | ||
Other comprehensive income (loss) before reclassifications, net of tax | (67) | |||
Amounts reclassified from accumulated OCI, net of tax | 306 | |||
Total other comprehensive income (loss), net of tax | 239 | |||
Balance | 0 | (239) | ||
Other comprehensive income (loss) before reclassifications, tax | 44 | |||
Amounts reclassified from accumulated OCI, tax | 201 | |||
Foreign Currency Translation Adjustments [Member] | ||||
Changes in accumulated OCI, net of tax [Roll Forward] | ||||
Balance | (4,502) | (4,000) | ||
Other comprehensive income (loss) before reclassifications, net of tax | 1,458 | (502) | ||
Amounts reclassified from accumulated OCI, net of tax | 3,044 | [1] | 0 | |
Total other comprehensive income (loss), net of tax | (502) | |||
Balance | 0 | (4,502) | $ (4,000) | |
Other comprehensive income (loss) before reclassifications, tax | 225 | 0 | ||
Amounts reclassified from accumulated OCI, tax | $ 0 | $ 0 | ||
[1] | This amount was reclassified out of accumulated OCI to gain (loss) on discontinued operations during the year ended December 31, 2017 and had a tax effect of $0. |
Accumulated OCI, Reclassificati
Accumulated OCI, Reclassifications Out of Accumulated OCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | $ 15,613 | $ 17,318 | $ 17,996 |
Income tax benefit | 43,553 | 21,973 | 29,285 |
Net of tax | $ (63,715) | 128,615 | $ 31,318 |
Amounts reclassified from accumulated other comprehensive income to: [Member] | Interest Rate Swaps [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | 507 | ||
Income tax benefit | (201) | ||
Net of tax | $ 306 |
Restructuring and Related Cha69
Restructuring and Related Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Consulting and Other Costs [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | $ 200 | |||||
2015 Restructuring Plan [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Accrued restructuring and related charges liability as of period start | $ 4,305 | 9,993 | ||||
Restructuring charges | 8,729 | $ 15,097 | ||||
Payments | (1,445) | (14,381) | (2,999) | |||
Non-cash charges | [1] | (67) | (2,105) | |||
Non-cash charges | [1] | 67 | 2,105 | |||
Adjustments | [2] | (103) | ||||
Accrued restructuring and related charges liability as of period end | 2,860 | 4,305 | 9,993 | |||
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 | 7,093 | ||||
Restructuring charges | 4,599 | 8,836 | ||||
Payments | (1,434) | (7,414) | (825) | |||
Non-cash charges | [1] | (67) | (918) | |||
Non-cash charges | [1] | 67 | 918 | |||
Adjustments | [2] | (103) | ||||
Accrued restructuring and related charges liability as of period end | 2,808 | 4,242 | 7,093 | |||
2015 Restructuring Plan [Member] | Consulting and Other Costs [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Accrued restructuring and related charges liability as of period start | [3] | 63 | 2,900 | |||
Restructuring charges | [3] | 4,130 | 5,074 | |||
Payments | [3] | (11) | (6,967) | (2,174) | ||
Non-cash charges | [1],[3] | 0 | 0 | |||
Non-cash charges | [1],[3] | 0 | 0 | |||
Adjustments | [2],[3] | 0 | ||||
Accrued restructuring and related charges liability as of period end | [3] | 52 | 63 | 2,900 | ||
2015 Restructuring Plan [Member] | Asset Retirements [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Accrued restructuring and related charges liability as of period start | 0 | 0 | ||||
Restructuring charges | 0 | 1,187 | ||||
Payments | 0 | 0 | 0 | |||
Non-cash charges | [1] | 0 | (1,187) | |||
Non-cash charges | [1] | 0 | 1,187 | |||
Adjustments | [2] | 0 | ||||
Accrued restructuring and related charges liability as of period end | 0 | 0 | 0 | |||
2016 Restructuring Plan [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Accrued restructuring and related charges liability as of period start | 3,899 | |||||
Restructuring charges | 811 | 4,933 | ||||
Payments | (3,463) | (747) | ||||
Non-cash charges | (159) | [4] | (287) | [5] | ||
Non-cash charges | 159 | [4] | 287 | [5] | ||
Accrued restructuring and related charges liability as of period end | 1,088 | 3,899 | ||||
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 | 795 | 4,697 | ||||
Payments | (3,399) | (559) | ||||
Non-cash charges | (159) | [4] | (287) | [5] | ||
Non-cash charges | 159 | [4] | 287 | [5] | ||
Accrued restructuring and related charges liability as of period end | 1,088 | 3,851 | ||||
2016 Restructuring Plan [Member] | Consulting and Other Costs [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Accrued restructuring and related charges liability as of period start | [6] | 48 | ||||
Restructuring charges | [6] | 16 | 236 | |||
Payments | [6] | (64) | (188) | |||
Non-cash charges | [6] | 0 | [4] | 0 | [5] | |
Non-cash charges | [6] | 0 | [4] | 0 | [5] | |
Accrued restructuring and related charges liability as of period end | [6] | 0 | $ 48 | |||
2017 Restructuring Plan [Member] | ||||||
Restructuring Cost [Abstract] | ||||||
Restructuring charges incurred | 2,600 | |||||
2017 Restructuring Plan [Member] | Severance and Other Employee-related Costs [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | 2,571 | |||||
Payments | (540) | |||||
Non-cash charges | [5] | (108) | ||||
Non-cash charges | [5] | 108 | ||||
Accrued restructuring and related charges liability as of period end | $ 1,923 | |||||
Lease Termination Costs [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | $ 400 | |||||
[1] | Non-cash charges consist primarily of share-based compensation costs as well as asset retirements. | |||||
[2] | Adjustments resulted primarily from actual employee tax and benefit amounts differing from previous estimates. | |||||
[3] | Consulting and other costs primarily consist of third-party consulting charges. Consulting and other costs also include approximately $0.2 million and $0.4 million of lease termination costs in 2016 and 2015, respectively. | |||||
[4] | Adjustments consist primarily of actual employee tax and benefit amounts differing from previous estimates. | |||||
[5] | Non-cash charges consist of share-based compensation costs. | |||||
[6] | Consulting and other costs consist of third-party consulting charges. |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Benefits [Abstract] | |||
Company contributions under the 401(k) Plan | $ 0.9 | $ 2.2 | $ 3.3 |
Segment Disclosures and Conce71
Segment Disclosures and Concentrations of Risk (Details) | 12 Months Ended | |
Dec. 31, 2017SegmentCustomer | Dec. 31, 2016Customer | |
Segment Disclosures and Concentrations of Risk [Abstract] | ||
Number of reportable segments | Segment | 1 | |
Percentage of long-lived assets and revenue from external customers in united states | 100.00% | 100.00% |
Customer Concentration Risk [Member] | Revenues [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of largest individual customers | Customer | 2 | 2 |
Customer Concentration Risk [Member] | Revenues [Member] | Customer One [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk | 20.30% | 20.40% |
Customer Concentration Risk [Member] | Revenues [Member] | Customer Two [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk | 17.40% | 15.20% |
Customer Concentration Risk [Member] | Accounts Receivable, Net [Member] | Customer One [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk | 31.00% | 28.00% |
Customer Concentration Risk [Member] | Accounts Receivable, Net [Member] | Customer Two [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of concentration risk | 11.00% |
Quarterly Financial Informati72
Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||||
Quarterly Financial Information (unaudited) [Abstract] | |||||||||||||||||||
Revenues | $ 139,354 | [1] | $ 137,703 | $ 138,914 | $ 140,970 | $ 124,933 | [2] | $ 125,049 | $ 125,003 | $ 126,012 | $ 556,942 | $ 500,998 | $ 452,092 | ||||||
Gross margin | 38,970 | [1] | 42,465 | 39,195 | 37,914 | 38,304 | [2] | 34,562 | 34,590 | 33,105 | |||||||||
Income before income taxes | 22,843 | [1] | 30,289 | 26,800 | 24,852 | 20,972 | [2] | 17,925 | 19,962 | 19,208 | 104,783 | 78,064 | 72,919 | ||||||
Income from continuing operations attributable to Tivity Health, Inc. | 8,624 | [1] | 19,886 | 17,240 | 15,481 | 12,125 | [2] | 4,799 | 19,962 | 19,208 | 61,230 | 56,091 | 43,634 | ||||||
Net income (loss) from discontinued operations attributable to Tivity Health, Inc. | (141) | [1] | 6,519 | (3,673) | (220) | (5,225) | [2] | 48,995 | (195,558) | (33,417) | 2,485 | (185,202) | (74,581) | ||||||
Net income (loss) attributable to Tivity Health, Inc. | $ 8,483 | [1] | $ 26,405 | $ 13,567 | $ 15,261 | $ 6,900 | [2] | $ 53,794 | $ (175,596) | $ (14,209) | $ 63,715 | $ (129,111) | $ (30,947) | ||||||
Earnings (loss) per share attributable to Tivity Health, Inc. - basic [Abstract] | |||||||||||||||||||
Continuing operations (in dollars per share) | $ 0.22 | [1],[3] | $ 0.50 | [3] | $ 0.44 | [3] | $ 0.40 | [3] | $ 0.31 | [2],[3] | $ 0.13 | [3] | $ 0.55 | [3] | $ 0.53 | [3] | $ 1.56 | $ 1.52 | $ 1.22 |
Discontinued operations (in dollars per share) | 0 | [1],[3] | 0.17 | [3] | (0.09) | [3] | (0.01) | [3] | (0.14) | [2],[3] | 1.32 | [3] | (5.41) | [3] | (0.93) | [3] | 0.06 | (5.01) | (2.08) |
Net income (loss) (dollars per share) | 0.21 | [1],[3],[4] | 0.67 | [3],[4] | 0.35 | [3],[4] | 0.39 | [3],[4] | 0.18 | [2],[3],[4] | 1.45 | [3],[4] | (4.85) | [3],[4] | (0.39) | [3],[4] | 1.62 | (3.49) | (0.86) |
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted [Abstract] | |||||||||||||||||||
Continuing operations (in dollars per share) | 0.20 | [1],[3] | 0.46 | [3] | 0.41 | [3] | 0.38 | [3] | 0.30 | [2],[3] | 0.12 | [3] | 0.54 | [3] | 0.52 | [3] | 1.44 | 1.47 | 1.18 |
Discontinued operations (in dollars per share) | 0 | [1],[3] | 0.15 | [3] | (0.09) | [3] | (0.01) | [3] | (0.13) | [2],[3] | 1.28 | [3] | (5.25) | [3] | (0.91) | [3] | 0.06 | (4.86) | (2.02) |
Net income (loss) (dollars per share) | $ 0.20 | [1],[3],[4] | $ 0.61 | [3],[4] | $ 0.32 | [3],[4] | $ 0.38 | [3],[4] | $ 0.17 | [2],[3],[4] | $ 1.40 | [3],[4] | $ (4.72) | [3],[4] | $ (0.39) | [3],[4] | $ 1.50 | $ (3.39) | $ (0.84) |
Impact of adjustment amount due to decrease in depreciation expense on net income from continuing operations | $ 2,200 | ||||||||||||||||||
Non-cash charge related to both re-measurement of deferred tax assets to lower tax rate and repatriation of foreign earnings | $ 7,400 | ||||||||||||||||||
[1] | The Tax Act was signed into law during the fourth quarter of 2017, and we incurred a non-cash charge of $7.4 million during the quarter related to both the re-measurement of our deferred tax assets to the lower tax rate and the requirement to recalculate the impact of repatriation of our foreign earnings, which occurred earlier in the year, under provisions of the new law. | ||||||||||||||||||
[2] | Income from continuing operations for the fourth quarter of 2016 includes the impact of a $2.2 million out of period adjustment to decrease depreciation expense included in continuing operations (with a corresponding increase to depreciation expense included in discontinued operations). This adjustment was recorded after having completed our asset separation analysis and related to the correction of our previous allocation of 2016 depreciation expense between continuing and discontinued operations. The previous interim periods in 2016 were not materially misstated, nor is the correction material to the interim results for the fourth quarter of 2016. | ||||||||||||||||||
[3] | We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period. Accordingly, the sum of the quarters may not necessarily be equal to the full year income per share. | ||||||||||||||||||
[4] | Figures may not add due to rounding. |