Tivity Health (TVTY) 10-Q 3 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 31, 2018
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 Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
Trading Symbol	TVTY
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018
Entity Common Stock, Shares Outstanding		40,006,661

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 66,995	$ 28,440
Accounts receivable, net	68,762	55,113
Prepaid expenses	4,249	3,444
Other current assets	4,746	2,180
Cash convertible notes hedges	141,246	134,079
Income taxes receivable	636	39
Total current assets	286,634	223,295
Property and equipment:
Leasehold improvements	10,396	10,384
Computer equipment and related software	22,330	19,508
Furniture and office equipment	8,193	8,194
Capital projects in process	2,649	1,105
Property and equipment, gross	43,568	39,191
Less accumulated depreciation	(30,791)	(28,533)
Property and equipment, net	12,777	10,658
Other assets	26,069	13,315
Long-term deferred tax asset	9,912	25,166
Intangible assets, net	29,049	29,049
Goodwill, net	334,680	334,680
Total assets	699,121	636,163
Current liabilities:
Accounts payable	26,622	26,804
Accrued salaries and benefits	5,993	15,018
Accrued liabilities	41,762	33,527
Other current liabilities	3,792	984
Cash conversion derivative	141,246	134,079
Current portion of debt	150,007	145,959
Current portion of long-term liabilities	2,244	2,262
Total current liabilities	371,666	358,633
Other long-term liabilities	7,595	5,577
Stockholders' equity:
Preferred stock $.001 par value, 5,000,000 shares authorized, none outstanding
Common stock $.001 par value, 120,000,000 shares authorized, 39,963,683 and 39,729,580 shares outstanding, respectively	40	40
Additional paid-in capital	352,230	349,243
Accumulated deficit	(4,228)	(49,148)
Treasury stock, at cost, 2,254,953 shares in treasury	(28,182)	(28,182)
Total stockholders' equity	319,860	271,953
Total liabilities and stockholders' equity	$ 699,121	$ 636,163

CONSOLIDATED BALANCE SHEETS (U3

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
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)	39,963,683	39,729,580
Treasury stock (in shares)	2,254,953	2,254,953

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenues	$ 151,865	$ 138,914	$ 301,795	$ 279,884
Cost of services (exclusive of depreciation and amortization of $995, $648, $1,970 and $1,305, respectively, included below)	109,022	99,071	217,299	201,470
Selling, general & administrative expenses	7,756	8,176	16,334	16,538
Depreciation and amortization	1,135	789	2,257	1,576
Restructuring and related charges	118	(52)	124	685
Operating income	33,834	30,930	65,781	59,615
Interest expense	3,482	4,130	6,936	7,964
Income before income taxes	30,352	26,800	58,845	51,651
Income tax expense	7,669	9,560	14,826	18,931
Income from continuing operations	22,683	17,240	44,019	32,720
Income (loss) from discontinued operations, net of income tax	901	(3,673)	901	(3,893)
Net income	$ 23,584	$ 13,567	$ 44,920	$ 28,827
Earnings (loss) per share - basic:
Continuing operations	$ 0.57	$ 0.44	$ 1.10	$ 0.84
Discontinued operations	0.02	(0.09)	0.02	(0.10)
Net income (loss)	0.59	0.35	1.13	0.74
Earnings (loss) per share - diluted:
Continuing operations	0.52	0.41	1.01	0.79
Discontinued operations	0.02	(0.09)	0.02	(0.09)
Net income (loss)	$ 0.54	$ 0.32	$ 1.03	$ 0.70
Comprehensive income	$ 23,584	$ 17,957	$ 44,920	$ 33,329
Weighted average common shares and equivalents:
Basic	39,899	39,246	39,841	39,158
Diluted	43,284	42,369	43,437	41,456

CONSOLIDATED STATEMENTS OF OPE5

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Cost of services, depreciation and amortization	$ 995	$ 648	$ 1,970	$ 1,305

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 28,827
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of tax	1,458
Release of cumulative translation adjustment to loss from discontinued operations due to substantial liquidation of foreign entity	3,044
Total other comprehensive income, net of tax	4,502
Comprehensive income	$ 33,329

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock
Balance at Dec. 31, 2017	$ 271,953	$ 40	$ 349,243	$ (49,148)	$ (28,182)
Comprehensive income	44,920			44,920
Exercise of stock options	1,135		1,135
Tax withholding for share-based compensation	(1,398)		(1,398)
Share-based employee compensation expense	3,250		3,250
Balance at Jun. 30, 2018	$ 319,860	$ 40	$ 352,230	$ (4,228)	$ (28,182)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Income from continuing operations	$ 44,019	$ 32,720
Income (loss) from discontinued operations	901	(3,893)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,257	1,589
Amortization of deferred loan costs	1,050	1,246
Amortization of debt discount	4,140	3,911
Share-based employee compensation expense	3,250	3,362
(Gain) loss on sale of TPHS business	(1,304)	444
Loss on release of cumulative translation adjustment		3,044
Deferred income taxes	15,254	18,755
Increase in accounts receivable, net	(13,890)	(4,398)
Decrease in other current assets	756	869
Decrease in accounts payable	(1,869)	(1,480)
Decrease in accrued salaries and benefits	(9,928)	(11,953)
Decrease in other current liabilities	(4,563)	(2,268)
Other	1,227	(1,888)
Net cash flows provided by operating activities	41,300	40,060
Cash flows from investing activities:
Acquisition of property and equipment	(3,673)	(2,244)
Proceeds from sale of MeYou Health	1,416
Net cash flows used in investing activities	(2,257)	(2,244)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	13,675	274,425
Payments of long-term debt	(14,216)	(308,496)
Payments related to tax withholding for share-based compensation	(1,398)	(1,066)
Exercise of stock options	1,135	2,757
Deferred loan costs		(2,452)
Change in cash overdraft and other	343	1,558
Net cash flows used in financing activities	(461)	(33,274)
Effect of exchange rate changes on cash	(27)	1,652
Net increase in cash and cash equivalents	38,555	6,194
Cash and cash equivalents, beginning of period	28,440	1,602
Cash and cash equivalents, end of period	$ 66,995	$ 7,796

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Basis of Presentation	1. Basis of Presentation Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In our opinion, the accompanying consolidated financial statements of Tivity Health, Inc. and its wholly-owned subsidiaries (collectively, “Tivity Health,” the “Company,” or such terms as “we,” "us,” or “our”) reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. Our results from continuing operations do not include the results of the total population health services (“TPHS”) business, which we sold to Sharecare, Inc. (“Sharecare”) effective July 31, 2016. 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 4 for further information. We have omitted certain financial information that is normally included in financial statements prepared in accordance with U.S. GAAP but that is not required for interim reporting purposes. You should read the accompanying consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Recent Relevant Accounting Stan

Recent Relevant Accounting Standards	6 Months Ended
	Jun. 30, 2018
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]
Recent Relevant Accounting Standards	2. Re c o a d On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC Topic 606”) using the modified retrospective method, pursuant to which we applied ASC Topic 606 to (i) all new contracts entered into after January 1, 2018 and (ii) contracts that were not completed as of January 1, 2018. In accordance with this approach, our results for periods prior to January 1, 2018 were not revised and continue to be reported in accordance with our historical accounting under ASC Topic 605, “Revenue Recognition.” For contracts that were modified prior to January 1, 2018, we have not retrospectively restated the contract for those modifications in accordance with the contract modification guidance in ASC 606-10-25-12 and ASC 606-10-25-13 but instead, using the practical expedient available under ASC 606-10-65-1(f)(4), have reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price. The cumulative impact of our adoption of ASC Topic 606 was not material to record as of January 1, 2018, and there was no material impact on our consolidated income statement, balance sheet, or cash flows for the quarter ended March 31, 2018. For example, we do not have any material contract assets or contract liabilities as defined under ASC Topic 606. In addition, the incremental costs of obtaining a contract with a customer (for example, sales commissions) that would have been recognized as an asset on January 1, 2018 were not material to record. See Note 3 for a further discussion of revenue recognition. On January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows” (Topic 230) (“ASU 2016-15”). ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows and is to be applied using a retrospective approach. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures and did not result in a reclassification to items in prior periods. On January 1, 2018, we adopted ASU No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 is to be applied prospectively to awards modified on or after January 1, 2018. The adoption of this standard did not have an impact on our consolidated financial statements and related disclosures. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases” will require the cumulative effect of initially applying the standard to be recognized as an adjustment to beginning retained earnings as of January 1, 2019. We are currently conducting analysis to quantify the adoption impact of the provisions of the new standard and evaluating our current leases. We believe we are following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective January 1, 2019 In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other” (“ASU 2017-04”), which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for annual and interim impairment tests in fiscal years beginning after December 15, 2019 and is required to be applied prospectively. Early adoption is allowed for annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not anticipate that adopting this standard will have an impact on our consolidated financial statements and related disclosures.

Revenue Recognition

Revenue Recognition	6 Months Ended
	Jun. 30, 2018
Revenue From Contract With Customer [Abstract]
Revenue Recognition	3. Revenue Recognition Beginning in 2018, we account for revenue from contracts with customers in accordance with ASC Topic 606. The unit of account in ASC Topic 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided over a period of time. ASC Topic 606 requires that a contract's transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when or as the performance obligation is satisfied. We earn revenue from our three programs, SilverSneakers® senior fitness, Prime® Fitness and WholeHealth Living TM The significant majority of our customer contracts contain one performance obligation - to stand ready to provide access to our network of fitness locations and fitness programming - which is satisfied over time as services are rendered each month over the contract term. There are generally no performance obligations that are unsatisfied at the end of a particular month. There was no material revenue recognized during the three and six months ended June 30, 2018 from performance obligations satisfied in a prior period. Our fees are variable month to month and are generally billed per member per month (“PMPM”), or billed based on a combination of PMPM and member visits to a network location. We bill PMPM fees by multiplying the contractually negotiated PMPM rate by the number of members eligible for or receiving our services during the month. We bill for member visits approximately one month in arrears once actual member visits are known. Payments from customers are typically due within 30 days of invoice date. When material, we capitalize costs to obtain contracts with customers and amortize them over the expected recovery period. Our customer contracts include variable consideration, which is allocated to each distinct month over the contract term based on eligible members and/or member visits each month. The allocated consideration corresponds directly with the value to our customers of our services completed for the month. Under the majority of our contracts, we recognize revenue each month using the practical expedient available under ASC 606-10-55-18, which provides that revenue is recognized in the amount for which we have the right to invoice. Although we evaluate our financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment, we believe the following information depicts how our revenues and cash flows are affected by economic factors. For the three and six months ended June 30, 2018, revenue from our SilverSneakers program, which is predominantly contracted with Medicare Advantage and Medicare Supplement plans, comprised approximately 81% of our consolidated revenues, while revenue from our Prime Fitness and WholeHealth Living programs comprised approximately 16% and 3% of our consolidated revenues, respectively. Sales and usage-based taxes are excluded from revenues.

Discontinued Operations

Discontinued Operations	6 Months Ended
	Jun. 30, 2018
Discontinued Operations And Disposal Groups [Abstract]
Discontinued Operations	4. Discontinued Operations On July 27, 2016, we entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Sharecare and Healthways SC, LLC, 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. The ACER was convertible into shares of common stock of Sharecare on July 31, 2018 at an initial conversion price of $249.87 per share, subject to customary adjustment for stock splits, stock dividends and other reorganizations of Sharecare. The Purchase Agreement provided for post-closing adjustments based on, among other things, 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), none of which such claims had been made as of June 30, 2018. As of each of December 31, 2017 and June 30, 2018, we have recorded the $39.8 million face value of the ACER at an estimated carrying value of $10.8 million, which is classified as an equity receivable included in other assets. The following table presents financial results of the TPHS business included in “loss from discontinued operations” for the three and six months ended June 30, 2018 and 2017. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Revenues $ — $ — $ — $ — Cost of services 30 38 30 258 Selling, general & administrative expenses 48 20 48 157 Distribution from joint venture — 98 — 98 Pretax income (loss) on discontinued operations $ (78 ) $ 40 $ (78 ) $ (317 ) Pretax loss on release of cumulative translation adjustment (1) — (3,044 ) — (3,044 ) Pretax income (loss) on sale of TPHS business (2) 1,304 (134 ) 1,304 (444 ) Total pretax income (loss) on discontinued operations $ 1,226 $ (3,138 ) $ 1,226 $ (3,805 ) Income tax expense 325 535 325 88 Income (loss) from discontinued operations, net of income tax $ 901 $ (3,673 ) $ 901 $ (3,893 ) (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) Includes $1.4 million received during the three months ended June 30, 2018 from a release of escrow funds related to the sale of MeYou Health, LLC in June 2016.

Share-Based Compensation

Share-Based Compensation	6 Months Ended
	Jun. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-Based Compensation	5 . Share-Based Compensation We currently have h e a e d a d oc n e u h ba a a d a e o l e e o o c l We recognize share-based compensation expense for the market stock units if the requisite service period is rendered, even if the market condition is never satisfied. For the three and six months ended June 30, 2018, we recognized share-based compensation costs of $1.8 million and $3.3 million, respectively. For the three and six months ended June 30, 2017, we recognized share-based compensation costs of $1.9 million and $3.4 million, respectively. We account for forfeitures as they occur. A summary of our stock options as of June 30, 2018 and the changes during the six months ended June 30, 2018 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, 2018 507 $ 12.98 Granted 70 38.68 Exercised (97 ) 11.70 Forfeited — — Expired — — Outstanding at June 30, 2018 480 $ 16.98 4.5 $ 8,988 Exercisable at June 30, 2018 410 $ 13.28 3.6 $ 8,979 The weighted-average grant-date fair value of options granted during the three months ended June 30, 2018 was $20.60. The follow i o w m e i o c a a activit durin th six months ended June 30, 2018: Restricted Stock and Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2018 572 $ 17.60 Granted 66 38.56 Vested (165 ) 18.27 Forfeited (21 ) 23.04 Nonvested at June 30, 2018 452 $ 20.17 The follow i o w m a wel a activit durin th six months ended June 30, 2018: Market Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2018 373 $ 9.01 Granted — — Vested (6 ) 6.48 Forfeited (29 ) 17.44 Nonvested at June 30, 2018 338 $ 8.32

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	6. Incom Taxes For the three and six months ended June 30, 2018, we had an effective income tax rate from continuing operations of 25.3% and 25.2%, respectively. For the three and six months ended June 30, 2017, we had of 35.7% and 36.7%, respectively. The lower effective income tax rate in 2018 is primarily a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). At June 30, 2018, we had approximately $47.0 million of federal loss carryforwards, approximately $101.7 million of state loss carryforwards, and approximately $4.6 million of foreign tax credits. We file income tax returns in the U.S. Federal jurisdiction and in various state and foreign

Debt

Debt	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Debt	7. De b The C o an o i n (In thousands) June 30, 2018 December 31, 2017 Cash Convertible Notes, net of unamortized discount $ 150,000 $ 145,861 Capital lease obligations and other 7 549 150,007 146,410 Less: deferred loan costs — (451 ) 150,007 145,959 Less: current portion (150,007 ) (145,959 ) $ — $ — 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 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. As further detailed below under “1.50% Cash Convertible Senior Notes Due 2018”, on July 2, 2018, we borrowed $100.0 million under the delayed draw term loan, which was used to repay the principal amount of the Cash Convertible Notes. No additional amounts may be borrowed under the delayed draw term after July 2, 2018. We are required to repay any outstanding revolving loans in full on April The term loan A was repaid in full during 2017 and may not be re-borrowed. Borrowings under the Credit Agreement generally bear interest at variable rates based on a margin or spread in excess of either (1) one-month, two-month, three-month or six-month LIBOR (or with the approval of affected lenders, 12-month 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 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 commitment fees ranging between 0.20% and 0.50% of the unused commitments under the revolving credit facility and the delayed draw term loan facility and annual letter of credit fees on the daily outstanding availability under outstanding letters of credit at the applicable LIBOR margin. Extensions of credit under the Credit Agreement are secured by guarantees from all of the Company’s active material domestic 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, (1) specified maximum ratios or levels of funded debt to EBITDA and (2) specified minimum ratios or levels of 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 e classified the Cash Convertible Notes, net of the unamortized discount, and related deferred loan costs as a current liability at June 30, 2018 and at December 31, 2017 The cash conversion feature of the Cash Convertible Notes was a derivative liability (the “Cash Conversion Derivative”) that required bifurcation from the Cash Convertible Notes in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”), and was carried at fair value. Due to the classification of the Cash Convertible Notes as a current liability at June 30, 2018 and December 31, 2017, the Cash Conversion Derivative was recorded in current liabilities at June 30, 2018 and December 31, 2017. The debt discount was amortized over the term of the Cash Convertible Notes using the effective interest method. For the three and six months ended June 30, 2018, we recorded $2.1 million and $4.1 million, respectively, of interest expense related to the amortization of the debt discount based upon an effective interest rate of 5.7%. For the three and six months ended June 30, 2017, we recorded $2.0 million and $3.9 million, respectively, of interest expense related to the amortization of the debt discount based upon an effective interest rate of 5.7%. We also recognized interest expense of $0.6 million and $1.1 million for each of the three and six months ended June 30, 2018 and 2017, respectively, related to the contractual interest rate of 1.50% per year. 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 were cash-settled and were intended to reduce our exposure to potential cash payments that we would be required to make if holders elected to convert the Cash Convertible Notes at a time when our stock price exceeded the conversion price. The initial cost of the Cash Convertible Notes Hedges was $36.8 million. Due to the classification of the Cash Convertible Notes as a current liability at June 30, 2018 and December 31, 2017, the Cash Convertible Notes Hedges were classified in current assets at June 30, 2018 and December 31, 2017. The Cash Convertible Notes Hedges were recorded as a derivative asset under ASC Topic 815 and were 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. On July 2, 2018, we repaid the $150.0 million aggregate principal amount of the Cash Convertible Notes using a combination of available cash and proceeds from borrowings under the delayed draw term loan facility of $100.0 million. In addition, on July 2, 2018 we settled the Cash Conversion Derivative of $141.2 million, which was fully funded by payments made by the counterparties for the settlement of the Cash Convertible Notes Hedges. Subsequent to July 2, 2018, the Credit Agreement provides capacity to borrow under a $100 million revolving credit facility that includes a $25 million sublimit for swingline loans and a $75 million sublimit for letters of credit. 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 our issuing a number of shares of our common stock per Warrant with a value 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 11 for additional information on such dilutive effect.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2018
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitment an Contingencies 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. Weiner and Denham Lawsuits 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 April 3, 2018, the Court entered an order appointing the Oklahoma Firefighters Pension and Retirement System as lead plaintiff, designated counsel for the lead plaintiff, and established certain deadlines for the case. 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. Other 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.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	9. Fai Valu Measu r ments We account for certain assets and liabilities at fair value. Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date, assuming the transaction occurs in the principal or most advantageous market for that asset or liability. 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. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: 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-based valuation techniques in which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and 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. Asse t i e i e n i The i e e e r u i a a (In thousands) June 30, 2018 December 31, 2017 Assets: Cash Convertible Notes Hedges $ 141,246 $ 134,079 Liabilities: Cash Conversion Derivative $ 141,246 $ 134,079 As described in Note 7, the Cash Convertible Notes Hedges and Cash Conversion Derivative were settled upon their maturity on July 2, 2018. At June 30, 2018, the fair values of these instruments were measured using their actual values to be settled on July 2, 2018, which were considered Level 2 inputs. At December 31, 2017, the fair values of the Cash Convertible Notes Hedges and the Cash Conversion Derivative were measured using Level 3 inputs because these instruments were not actively traded. They were valued using an option pricing model that used observable and unobservable market data for inputs, such as expected time to maturity of the derivative instruments, the risk-free interest rate, the expected volatility of our common stock, and other factors. The Cash Convertible Notes Hedges and the Cash Conversion Derivative were designed such that changes in their fair values would offset one another, with minimal impact to the consolidated statements of operations. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such instruments was mitigated. The follow i e t a ia m u i a i n b a pu t (Leve 3): (In thousands) Balance at December 31, 2017 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains (Losses) Included in Earnings Balance at June 30, 2018 Cash Convertible Notes Hedges $ 134,079 $ — $ — $ 7,167 $ 141,246 Cash Conversion Derivative (134,079 ) — — (7,167 ) (141,246 ) The gai n n e lu a n e o h g n n me e o a p i on t i e a i a e Fair Value of Other Financial Instruments In e d e and C a s Conv e rsio D e rivative th estimate fai val u e o whic a d i sc l ose above th e timate f a ir n n m a o C a a e y r e e u o n um e s a o D e i a a b o i u e h A e m u e e e a and a e e ar det e m ine b a s e o th fai val u hierarch a disc u sse a bove The e e o l i a i t m a e i e i an u e n n e l l u e g There were no outstanding borrowings under the Credit Agreement at June 30, 2018 Prior to their maturity on July 2, 2018, the Cash Convertible Notes were actively traded and therefore are classified as Level 1 valuations. The fair value at June 30, 2018 was $291.2 million, which is based on the actual settlement value of the Cash Convertible Notes on July 2, 2018, and the par value was $150.0 million. The carrying amount of the Cash Convertible Notes at June 30, 2018 was $150.0 million.

Derivative Instruments and Hedg

Derivative Instruments and Hedging Activities	6 Months Ended
	Jun. 30, 2018
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging Activities	10. Deri v v n n a n v We use derivative instruments to manage risks related to the Cash Convertible Notes, which matured and were repaid on July 2, 2018. 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. We do not execute transactions or hold derivative financial instruments for trading or other purposes. Der i vat i ve Instru m ents Not D e sig n ated a s H e dgi n g Instru m ents The a o i i e H g no qualif fo hedg accountin treatmen unde U.S GAA an were m easure a fai valu wit gain and e e g e i s hes derivativ instrumen t no des i gnat e a he d gin i n strument di no hav materia im p c o our n i t n The Cash i i i s o i e e e e e i were a h e e e p u e a y l e e l e a e o o p e v i p a o g were u d v a i 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). (In thousands) For the Three Months Ended For the Six Months Ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Statements of Operations Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ (15,897 ) $ 78,431 $ 7,167 $ 112,515 Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized (loss) gain $ 15,897 $ (78,431 ) $ (7,167 ) $ (112,515 ) Selling, general and administrative expenses Financial Instruments The m e i e v m December 31, 2017 w e r a follow s (In thousands) June 30, 2018 December 31, 2017 Assets: Derivatives not designated as hedging instruments: Cash Convertible Notes Hedges $ 141,246 $ 134,079 Liabilities: Derivatives not designated as hedging instruments: Cash conversion derivative $ 141,246 $ 134,079 See Note 9 for more information on fair value measurements.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	11. Earning (L o ss Pe Sha r The i e o a u o n i o i d g o s e o n 2017 (In thousands except per share data) Three June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Income from continuing operations - numerator for earnings per share $ 22,683 $ 17,240 $ 44,019 $ 32,720 Income (loss) from discontinued operations - numerator for earnings (loss) per share 901 (3,673 ) 901 (3,893 ) Net income - numerator for earnings (loss) per share $ 23,584 $ 13,567 $ 44,920 $ 28,827 Denominator: Shares used for basic income (loss) per share 39,899 39,246 39,841 39,158 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 277 481 295 462 Restricted stock units 332 602 368 606 Market stock units 489 312 511 303 Warrants related to Cash Convertible Notes 2,287 1,728 2,422 927 Shares used for diluted income (loss) per share 43,284 42,369 43,437 41,456 Earnings (loss) per share - basic: Continuing operations $ 0.57 $ 0.44 $ 1.10 $ 0.84 Discontinued operations $ 0.02 $ (0.09 ) $ 0.02 $ (0.10 ) Net income (loss) $ 0.59 $ 0.35 $ 1.13 $ 0.74 Earnings (loss) per share - diluted: Continuing operations $ 0.52 $ 0.41 $ 1.01 $ 0.79 Discontinued operations $ 0.02 $ (0.09 ) $ 0.02 $ (0.09 ) Net income (loss) $ 0.54 $ 0.32 $ 1.03 $ 0.70 Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options 59 — 29 8 Restricted stock units 42 3 28 10 (1) Figures may not add due to rounding. Market stock units outstanding are considered contingently issuable shares, and certain of these stock units were excluded from the calculations of diluted earnings per share for all periods presented as the performance criteria had not been met as of the end of the reporting periods.

Accumulated OCI

Accumulated OCI	6 Months Ended
	Jun. 30, 2018
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]
Accumulated OCI	12. Accumulated OCI There were no changes in accumulated other comprehensive income (loss) (“OCI”) for the six months ended June 30, 2018. The following tables summarize the changes in accumulated OCI, net of tax, for the six months ended June 30, 2017: (In thousands) Foreign Currency Translation Adjustments Accumulated OCI, net of tax, as of January 1, 2017 $ (4,502 ) Other comprehensive income before reclassifications, net of tax of $225 1,458 Amounts reclassified from accumulated OCI, net of tax of $0 3,044 Accumulated OCI, net of tax, as of June 30, 2017 $ — T here were no reclassifications out of accumulated OCI for the six months ended June 30, 2018 and 2017.

Basis of Presentation (Policies

Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Basis of Presentation	Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In our opinion, the accompanying consolidated financial statements of Tivity Health, Inc. and its wholly-owned subsidiaries (collectively, “Tivity Health,” the “Company,” or such terms as “we,” "us,” or “our”) reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. Our results from continuing operations do not include the results of the total population health services (“TPHS”) business, which we sold to Sharecare, Inc. (“Sharecare”) effective July 31, 2016. 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 4 for further information. We have omitted certain financial information that is normally included in financial statements prepared in accordance with U.S. GAAP but that is not required for interim reporting purposes. You should read the accompanying consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.
Recent Relevant Accounting Standards	On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers” (“ASC Topic 606”) using the modified retrospective method, pursuant to which we applied ASC Topic 606 to (i) all new contracts entered into after January 1, 2018 and (ii) contracts that were not completed as of January 1, 2018. In accordance with this approach, our results for periods prior to January 1, 2018 were not revised and continue to be reported in accordance with our historical accounting under ASC Topic 605, “Revenue Recognition.” For contracts that were modified prior to January 1, 2018, we have not retrospectively restated the contract for those modifications in accordance with the contract modification guidance in ASC 606-10-25-12 and ASC 606-10-25-13 but instead, using the practical expedient available under ASC 606-10-65-1(f)(4), have reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price. The cumulative impact of our adoption of ASC Topic 606 was not material to record as of January 1, 2018, and there was no material impact on our consolidated income statement, balance sheet, or cash flows for the quarter ended March 31, 2018. For example, we do not have any material contract assets or contract liabilities as defined under ASC Topic 606. In addition, the incremental costs of obtaining a contract with a customer (for example, sales commissions) that would have been recognized as an asset on January 1, 2018 were not material to record. See Note 3 for a further discussion of revenue recognition. On January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows” (Topic 230) (“ASU 2016-15”). ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows and is to be applied using a retrospective approach. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures and did not result in a reclassification to items in prior periods. On January 1, 2018, we adopted ASU No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 is to be applied prospectively to awards modified on or after January 1, 2018. The adoption of this standard did not have an impact on our consolidated financial statements and related disclosures. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases” will require the cumulative effect of initially applying the standard to be recognized as an adjustment to beginning retained earnings as of January 1, 2019. We are currently conducting analysis to quantify the adoption impact of the provisions of the new standard and evaluating our current leases. We believe we are following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective January 1, 2019 In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other” (“ASU 2017-04”), which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for annual and interim impairment tests in fiscal years beginning after December 15, 2019 and is required to be applied prospectively. Early adoption is allowed for annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not anticipate that adopting this standard will have an impact on our consolidated financial statements and related disclosures.

Discontinued Operations (Tables

Discontinued Operations (Tables)	6 Months Ended
	Jun. 30, 2018
Discontinued Operations And Disposal Groups [Abstract]
Financial Results Included in Losses from Discontinued Operations	The following table presents financial results of the TPHS business included in “loss from discontinued operations” for the three and six months ended June 30, 2018 and 2017. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Revenues $ — $ — $ — $ — Cost of services 30 38 30 258 Selling, general & administrative expenses 48 20 48 157 Distribution from joint venture — 98 — 98 Pretax income (loss) on discontinued operations $ (78 ) $ 40 $ (78 ) $ (317 ) Pretax loss on release of cumulative translation adjustment (1) — (3,044 ) — (3,044 ) Pretax income (loss) on sale of TPHS business (2) 1,304 (134 ) 1,304 (444 ) Total pretax income (loss) on discontinued operations $ 1,226 $ (3,138 ) $ 1,226 $ (3,805 ) Income tax expense 325 535 325 88 Income (loss) from discontinued operations, net of income tax $ 901 $ (3,673 ) $ 901 $ (3,893 ) (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) Includes $1.4 million received during the three months ended June 30, 2018 from a release of escrow funds related to the sale of MeYou Health, LLC in June 2016.

Share-Based Compensation (Table

Share-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Summary of Stock Options	A summary of our stock options as of June 30, 2018 and the changes during the six months ended June 30, 2018 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, 2018 507 $ 12.98 Granted 70 38.68 Exercised (97 ) 11.70 Forfeited — — Expired — — Outstanding at June 30, 2018 480 $ 16.98 4.5 $ 8,988 Exercisable at June 30, 2018 410 $ 13.28 3.6 $ 8,979
Summary of Nonvested Shares	The follow i o w m e i o c a a activit durin th six months ended June 30, 2018: Restricted Stock and Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2018 572 $ 17.60 Granted 66 38.56 Vested (165 ) 18.27 Forfeited (21 ) 23.04 Nonvested at June 30, 2018 452 $ 20.17
Summary of Market Stock Units	The follow i o w m a wel a activit durin th six months ended June 30, 2018: Market Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2018 373 $ 9.01 Granted — — Vested (6 ) 6.48 Forfeited (29 ) 17.44 Nonvested at June 30, 2018 338 $ 8.32

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Summary of Debt, Net of Unamortized Deferred Loan Costs	The C o an o i n (In thousands) June 30, 2018 December 31, 2017 Cash Convertible Notes, net of unamortized discount $ 150,000 $ 145,861 Capital lease obligations and other 7 549 150,007 146,410 Less: deferred loan costs — (451 ) 150,007 145,959 Less: current portion (150,007 ) (145,959 ) $ — $ —

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Assets and Liabilities Measured at Fair Value on a Recurring Basis	The i e e e r u i a a (In thousands) June 30, 2018 December 31, 2017 Assets: Cash Convertible Notes Hedges $ 141,246 $ 134,079 Liabilities: Cash Conversion Derivative $ 141,246 $ 134,079
Financial Instruments Measured at Fair Value on Recurring Basis Using Unobservable Inputs	The follow i e t a ia m u i a i n b a pu t (Leve 3): (In thousands) Balance at December 31, 2017 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains (Losses) Included in Earnings Balance at June 30, 2018 Cash Convertible Notes Hedges $ 134,079 $ — $ — $ 7,167 $ 141,246 Cash Conversion Derivative (134,079 ) — — (7,167 ) (141,246 )

Derivative Instruments and He26

Derivative Instruments and Hedging Activities (Tables)	6 Months Ended
	Jun. 30, 2018
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Gains and Losses 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). (In thousands) For the Three Months Ended For the Six Months Ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Statements of Operations Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ (15,897 ) $ 78,431 $ 7,167 $ 112,515 Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized (loss) gain $ 15,897 $ (78,431 ) $ (7,167 ) $ (112,515 ) Selling, general and administrative expenses
Estimated Gross Fair Values of Derivative Instruments	The m e i e v m December 31, 2017 w e r a follow s (In thousands) June 30, 2018 December 31, 2017 Assets: Derivatives not designated as hedging instruments: Cash Convertible Notes Hedges $ 141,246 $ 134,079 Liabilities: Derivatives not designated as hedging instruments: Cash conversion derivative $ 141,246 $ 134,079

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
Reconciliation of the Numerator and Denominator of Basic and Diluted Earnings (Loss) Per Share	The i e o a u o n i o i d g o s e o n 2017 (In thousands except per share data) Three June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Income from continuing operations - numerator for earnings per share $ 22,683 $ 17,240 $ 44,019 $ 32,720 Income (loss) from discontinued operations - numerator for earnings (loss) per share 901 (3,673 ) 901 (3,893 ) Net income - numerator for earnings (loss) per share $ 23,584 $ 13,567 $ 44,920 $ 28,827 Denominator: Shares used for basic income (loss) per share 39,899 39,246 39,841 39,158 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 277 481 295 462 Restricted stock units 332 602 368 606 Market stock units 489 312 511 303 Warrants related to Cash Convertible Notes 2,287 1,728 2,422 927 Shares used for diluted income (loss) per share 43,284 42,369 43,437 41,456 Earnings (loss) per share - basic: Continuing operations $ 0.57 $ 0.44 $ 1.10 $ 0.84 Discontinued operations $ 0.02 $ (0.09 ) $ 0.02 $ (0.10 ) Net income (loss) $ 0.59 $ 0.35 $ 1.13 $ 0.74 Earnings (loss) per share - diluted: Continuing operations $ 0.52 $ 0.41 $ 1.01 $ 0.79 Discontinued operations $ 0.02 $ (0.09 ) $ 0.02 $ (0.09 ) Net income (loss) $ 0.54 $ 0.32 $ 1.03 $ 0.70 Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options 59 — 29 8 Restricted stock units 42 3 28 10 (1) Figures may not add due to rounding.

Accumulated OCI (Tables)

Accumulated OCI (Tables)	6 Months Ended
	Jun. 30, 2018
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]
Changes in Accumulated OCI, Net of Tax	The following tables summarize the changes in accumulated OCI, net of tax, for the six months ended June 30, 2017: (In thousands) Foreign Currency Translation Adjustments Accumulated OCI, net of tax, as of January 1, 2017 $ (4,502 ) Other comprehensive income before reclassifications, net of tax of $225 1,458 Amounts reclassified from accumulated OCI, net of tax of $0 3,044 Accumulated OCI, net of tax, as of June 30, 2017 $ —

Revenue Recognition - Additiona

Revenue Recognition - Additional Information (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018USD ($)ProgramObligation
Disaggregation Of Revenue [Line Items]
Number of programs for revenue recognition | Program		3
Number of performance obligations | Obligation		1
Revenue recognized from performance obligations satisfied in prior period | $		$ 0
Period of billing in arrears once timing of services to customers is known		1 month
Number of days for customer to make payment after being invoiced		30 days
Sales Revenue, Net | Product Concentration Risk | SilverSneakers Program
Disaggregation Of Revenue [Line Items]
Percentage of consolidated revenue	81.00%	81.00%
Sales Revenue, Net | Product Concentration Risk | Prime Fitness Program
Disaggregation Of Revenue [Line Items]
Percentage of consolidated revenue	16.00%	16.00%
Sales Revenue, Net | Product Concentration Risk | WholeHealth Living Program
Disaggregation Of Revenue [Line Items]
Percentage of consolidated revenue	3.00%	3.00%

Discontinued Operations - Addit

Discontinued Operations - Additional Information (Details) - Sharecare - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Jul. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Adjustable convertible equity right, face amount	$ 39,800	$ 39,800	$ 30,000
Payments of claims for indemnification	0
Carrying value of adjustable convertible equity right	$ 10,800	$ 10,800
Adjustable Convertible Equity Right
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Stock issued during period conversion of convertible securities, conversion price (in dollars per share)			$ 249.87

Discontinued Operations - Finan

Discontinued Operations - Financial Results Included in Losses from Discontinued Operations (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Financial results included in losses from discontinued operations [Abstract]
Pretax loss on release of cumulative translation adjustment					$ (3,044)
Income (loss) from discontinued operations, net of income tax		$ 901	$ (3,673)	$ 901	(3,893)
TPHS Business | Discontinued Operations, Disposed of by Sale
Financial results included in losses from discontinued operations [Abstract]
Revenues		0	0	0	0
Cost of services		30	38	30	258
Selling, general & administrative expenses		48	20	48	157
Distribution from joint venture		0	98	0	98
Pretax income (loss) on discontinued operations		(78)	40	(78)	(317)
Pretax loss on release of cumulative translation adjustment	[1]	0	(3,044)	0	(3,044)
Pretax income (loss) on sale of TPHS business	[2]	1,304	(134)	1,304	(444)
Total pretax income (loss) on discontinued operations		1,226	(3,138)	1,226	(3,805)
Income tax expense		325	535	325	88
Income (loss) from discontinued operations, net of income tax		$ 901	$ (3,673)	$ 901	$ (3,893)
[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]	Includes $1.4 million received during the three months ended June 30, 2018 from a release of escrow funds related to the sale of MeYou Health, LLC in June 2016.

Discontinued Operations - Fin32

Discontinued Operations - Financial Results Included in Losses from Discontinued Operations (Parenthetical) (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on release of cumulative translation adjustment					$ 3,044
Proceeds from release of escrow funds related to sale of MeYou Health				$ 1,416
TPHS Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on release of cumulative translation adjustment	[1]	$ 0	$ 3,044	$ 0	$ 3,044
[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.

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018USD ($)$ / shares	Jun. 30, 2017USD ($)	Jun. 30, 2018USD ($)Type	Jun. 30, 2017USD ($)
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Types of share based awards | Type			3
Share-based compensation costs | $	$ 1.8	$ 1.9	$ 3.3	$ 3.4
Weighted-average grant-date fair value of options granted | $ / shares	$ 20.60

Share-Based Compensation - Summ

Share-Based Compensation - Summary of Stock Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Shares [Roll Forward]
Outstanding, beginning of period (in shares) | shares	507
Granted (in shares) | shares	70
Exercised (in shares) | shares	(97)
Outstanding, end of period (in shares) | shares	480
Exercisable, end of period (in shares) | shares	410
Weighted-Average Exercise Price [Roll Forward]
Outstanding, beginning of period (in dollars per share) | $ / shares	$ 12.98
Granted (in dollars per share) | $ / shares	38.68
Exercised (in dollars per share) | $ / shares	11.70
Outstanding, end of period (in dollars per share) | $ / shares	16.98
Exercisable, end of period (in dollars per share) | $ / shares	$ 13.28
Weighted-Average Remaining Contractual Term [Abstract]
Outstanding	4 years 6 months
Exercisable	3 years 7 months 6 days
Aggregate Intrinsic Value [Abstract]
Outstanding, end of period | $	$ 8,988
Exercisable, end of period | $	$ 8,979

Share-Based Compensation - Su35

Share-Based Compensation - Summary of Nonvested Shares (Details) - Restricted Stock and Restricted Stock Units (RSUs) shares in Thousands	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Shares [Roll Forward]
Nonvested, beginning of period (in shares) | shares	572
Granted (in shares) | shares	66
Vested (in shares) | shares	(165)
Forfeited (in shares) | shares	(21)
Nonvested, end of period (in shares) | shares	452
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share) | $ / shares	$ 17.60
Granted (in dollars per share) | $ / shares	38.56
Vested (in dollars per share) | $ / shares	18.27
Forfeited (in dollars per share) | $ / shares	23.04
Nonvested, end of period (in dollars per share) | $ / shares	$ 20.17

Share-Based Compensation - Su36

Share-Based Compensation - Summary of Market Stock Units (Details) - Market Stock Units shares in Thousands	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Shares [Roll Forward]
Nonvested, beginning of period (in shares) | shares	373
Vested (in shares) | shares	(6)
Forfeited (in shares) | shares	(29)
Nonvested, end of period (in shares) | shares	338
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share) | $ / shares	$ 9.01
Vested (in dollars per share) | $ / shares	6.48
Forfeited (in dollars per share) | $ / shares	17.44
Nonvested, end of period (in dollars per share) | $ / shares	$ 8.32

Income Taxes- Additional Inform

Income Taxes- Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating Loss Carryforwards [Line Items]
Effective tax rate	25.30%	35.70%	25.20%	36.70%
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 47		$ 47
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	101.7		101.7
Foreign
Operating Loss Carryforwards [Line Items]
Tax credits	$ 4.6		$ 4.6

Debt - Summary of Debt, Net of

Debt - Summary of Debt, Net of Unamortized Deferred Loan Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Debt, net of unamortized discount	$ 150,007	$ 146,410
Less: deferred loan costs		(451)
Total debt	150,007	145,959
Less: current portion	(150,007)	(145,959)
Cash Convertible Notes, Net of Unamortized Discount
Debt Instrument [Line Items]
Debt, net of unamortized discount	150,000	145,861
Capital Lease Obligations and Other
Debt Instrument [Line Items]
Debt, net of unamortized discount	$ 7	$ 549

Debt - Credit Facility - Additi

Debt - Credit Facility - Additional Information (Details) - USD ($)	Apr. 21, 2017	Jun. 08, 2012	Jun. 30, 2018	Aug. 10, 2018	Jul. 02, 2018	Dec. 31, 2017	Jul. 16, 2013
Line of Credit Facility [Line Items]
Long term debt outstanding			$ 150,007,000			$ 145,959,000
1.50% Cash Convertible Senior Notes Due 2018
Line of Credit Facility [Line Items]
Debt instrument, face amount							$ 150,000,000
Maturity date			Jul. 2, 2018
Revolving Credit Facility
Line of Credit Facility [Line Items]
Total availability under the revolving credit facility			$ 93,700,000
Prior Credit Agreement | Revolving Credit Facility
Line of Credit Facility [Line Items]
Initiation date			Jun. 8, 2012
Maximum borrowing capacity		$ 125,000,000
Prior Credit Agreement | Revolving Credit Facility | Minimum
Line of Credit Facility [Line Items]
Unused commitment fee percentage		0.30%
Prior Credit Agreement | Revolving Credit Facility | Maximum
Line of Credit Facility [Line Items]
Unused commitment fee percentage		0.50%
Prior Credit Agreement | Revolving Credit Facility | LIBOR | Minimum
Line of Credit Facility [Line Items]
Variable rate basis		0.00%
Margin rate		1.75%
Prior Credit Agreement | Revolving Credit Facility | LIBOR | Maximum
Line of Credit Facility [Line Items]
Margin rate		3.00%
Prior Credit Agreement | Revolving Credit Facility | Federal Funds Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate		0.50%
Prior Credit Agreement | Revolving Credit Facility | One-Month LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate		1.00%
Prior Credit Agreement | Revolving Credit Facility | Base Rate | Minimum
Line of Credit Facility [Line Items]
Margin rate		0.75%
Prior Credit Agreement | Revolving Credit Facility | Base Rate | Maximum
Line of Credit Facility [Line Items]
Margin rate		2.00%
Prior Credit Agreement | Swingline Sub Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 20,000,000
Prior Credit Agreement | Letters of Credit Sub Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity		75,000,000
Prior Credit Agreement | Term Loan Facility A
Line of Credit Facility [Line Items]
Debt instrument, face amount		200,000,000
Prior Credit Agreement | Uncommitted Incremental Accordion Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 100,000,000
Credit Agreement
Line of Credit Facility [Line Items]
Initiation date			Apr. 21, 2017
Maturity date			Apr. 21, 2022
Credit Agreement | Minimum
Line of Credit Facility [Line Items]
Unused commitment fee percentage	0.20%
Credit Agreement | Maximum
Line of Credit Facility [Line Items]
Unused commitment fee percentage	0.50%
Credit Agreement | LIBOR | Minimum
Line of Credit Facility [Line Items]
Variable rate basis	0.00%
Margin rate	1.50%
Credit Agreement | LIBOR | Maximum
Line of Credit Facility [Line Items]
Margin rate	2.75%
Credit Agreement | One-Month LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
Credit Agreement | Base Rate | Minimum
Line of Credit Facility [Line Items]
Margin rate	0.50%
Credit Agreement | Base Rate | Maximum
Line of Credit Facility [Line Items]
Margin rate	1.75%
Credit Agreement | Federal Funds Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.50%
Credit Agreement | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000,000
Credit Agreement | Revolving Credit Facility | Subsequent Event
Line of Credit Facility [Line Items]
Maximum borrowing capacity				$ 100,000,000
Credit Agreement | Swingline Sub Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	25,000,000
Credit Agreement | Swingline Sub Facility | Subsequent Event
Line of Credit Facility [Line Items]
Maximum borrowing capacity				25,000,000
Credit Agreement | Letters of Credit Sub Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	75,000,000
Credit Agreement | Letters of Credit Sub Facility | Subsequent Event
Line of Credit Facility [Line Items]
Maximum borrowing capacity				$ 75,000,000
Credit Agreement | Term Loan Facility A
Line of Credit Facility [Line Items]
Debt instrument, face amount	70,000,000
Credit Agreement | Uncommitted Incremental Accordion Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	100,000,000
Credit Agreement | Delayed Draw Term Loan Facility
Line of Credit Facility [Line Items]
Debt instrument, face amount	$ 150,000,000
Long term debt outstanding			$ 0
Credit Agreement | Delayed Draw Term Loan Facility | First 12 Quarters Following the Closing
Line of Credit Facility [Line Items]
Periodic principal payment as percentage of aggregate principal amount	1.25%
Credit Agreement | Delayed Draw Term Loan Facility | Remaining Quarters Prior to Maturity
Line of Credit Facility [Line Items]
Periodic principal payment as percentage of aggregate principal amount	1.875%
Credit Agreement | Delayed Draw Term Loan Facility | Subsequent Event | 1.50% Cash Convertible Senior Notes Due 2018
Line of Credit Facility [Line Items]
Long term debt outstanding					$ 100,000,000

Debt - Cash Convertible Notes -

Debt - Cash Convertible Notes - Additional Information (Details) - USD ($)	Jul. 02, 2018	Jul. 16, 2013	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Aug. 10, 2018	Dec. 31, 2017	Apr. 21, 2017	Jul. 31, 2013
Debt Instrument [Line Items]
Interest expense related to amortization of debt discount					$ 4,140,000	$ 3,911,000
Debt, net of unamortized discount			$ 150,007,000		$ 150,007,000			$ 146,410,000
Subsequent Event | Delayed Draw Term Loan Facility
Debt Instrument [Line Items]
Proceeds from borrowings	$ 100,000,000
Credit Agreement
Debt Instrument [Line Items]
Maturity date					Apr. 21, 2022
Credit Agreement | Delayed Draw Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal of convertible notes									$ 150,000,000
Credit Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity									100,000,000
Credit Agreement | Swingline Loans Sublimit
Debt Instrument [Line Items]
Maximum borrowing capacity									25,000,000
Credit Agreement | Letters of Credit Sublimit
Debt Instrument [Line Items]
Maximum borrowing capacity									$ 75,000,000
Credit Agreement | Subsequent Event | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity							$ 100,000,000
Credit Agreement | Subsequent Event | Swingline Loans Sublimit
Debt Instrument [Line Items]
Maximum borrowing capacity							25,000,000
Credit Agreement | Subsequent Event | Letters of Credit Sublimit
Debt Instrument [Line Items]
Maximum borrowing capacity							$ 75,000,000
1.50% Cash Convertible Senior Notes Due 2018
Debt Instrument [Line Items]
Aggregate principal of convertible notes		$ 150,000,000
Interest rate for notes		1.50%
Maturity date					Jul. 2, 2018
Fair value of cash conversion derivative		$ 36,800,000
Interest expense related to amortization of debt discount			2,100,000	$ 2,000,000	$ 4,100,000	3,900,000
Effective interest rate		5.70%
Interest expense			600,000	$ 600,000	1,100,000	$ 1,100,000
Debt, net of unamortized discount			150,000,000		150,000,000			145,900,000
Debt instrument, unamortized discount			$ 0		$ 0			$ 4,100,000
Warrants strike price (in dollars per share)										$ 25.95
1.50% Cash Convertible Senior Notes Due 2018 | Subsequent Event
Debt Instrument [Line Items]
Repayments of debt	150,000,000
Cash Conversion Derivative | Subsequent Event
Debt Instrument [Line Items]
Repayments of debt	$ 141,200,000

Commitments and Contingencies -

Commitments and Contingencies - (Details)	Nov. 06, 2017Lawsuit
Commitments And Contingencies Disclosure [Abstract]
Number of lawsuits filed	2

Fair Value Measurements - Asset

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Cash Convertible Notes Hedges
Assets:
Fair Value	$ 141,246	$ 134,079
Cash Conversion Derivative
Liabilities:
Fair Value	$ 141,246	$ 134,079

Fair Value Measurements - Finan

Fair Value Measurements - Financial Instruments Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2018USD ($)
Cash Convertible Notes Hedges
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance at beginning of period	$ 134,079
Gains (Losses) Included in Earnings	7,167
Balance at end of period	141,246
Cash Conversion Derivative
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance at beginning of period	(134,079)
Gains (Losses) Included in Earnings	(7,167)
Balance at end of period	$ (141,246)

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jul. 02, 2018
Credit Agreement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	$ 0
Cash Convertible Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maturity date	Jul. 2, 2018
Cash Convertible Notes | Subsequent Event
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate principal of convertible notes		$ 150
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 67
Carrying Value | Cash Convertible Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	150
Estimated Fair Value | Cash Convertible Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	$ 291.2

Derivative Instruments and He45

Derivative Instruments and Hedging Activities - Gains and Losses from Change in Fair Values of Derivatives (Details) - Selling, General and Administrative Expenses - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Cash Convertible Notes Hedges
Net unrealized gain (loss) on derivative instruments not designated as hedging instruments [Abstract]
Net unrealized gain (loss)	$ (15,897)	$ 78,431	$ 7,167	$ 112,515
Cash Conversion Derivative
Net unrealized gain (loss) on derivative instruments not designated as hedging instruments [Abstract]
Net unrealized gain (loss)	$ 15,897	$ (78,431)	$ (7,167)	$ (112,515)

Derivative Instruments and He46

Derivative Instruments and Hedging Activities - Estimated Gross Fair Values of Derivative Instruments (Details) - Derivatives Not Designated as Hedging Instruments - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Cash Convertible Notes Hedges
Assets:
Derivative assets	$ 141,246	$ 134,079
Cash Conversion Derivative
Liabilities:
Derivative liabilities	$ 141,246	$ 134,079

Earnings (Loss) Per Share - Rec

Earnings (Loss) Per Share - Reconciliation of the Numerator and Denominator of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Numerator [Abstract]
Income from continuing operations	$ 22,683	$ 17,240	$ 44,019	$ 32,720
Income (loss) from discontinued operations - numerator for earnings (loss) per share	901	(3,673)	901	(3,893)
Net income	$ 23,584	$ 13,567	$ 44,920	$ 28,827
Denominator [Abstract]
Shares used for basic income (loss) per share	39,899	39,246	39,841	39,158
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Shares used for diluted income (loss) per share	43,284	42,369	43,437	41,456
Earnings (loss) per share - basic [Abstract]
Continuing operations (in dollars per share)	$ 0.57	$ 0.44	$ 1.10	$ 0.84
Discontinued operations (in dollars per share)	0.02	(0.09)	0.02	(0.10)
Net income (loss)	0.59	0.35	1.13	0.74
Earnings (loss) per share - diluted [Abstract]
Continuing operations (in dollars per share)	0.52	0.41	1.01	0.79
Discontinued operations (in dollars per share)	0.02	(0.09)	0.02	(0.09)
Net income (loss)	$ 0.54	$ 0.32	$ 1.03	$ 0.70
Non-Qualified Stock Options
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)	59		29	8
Restricted Stock and Restricted Stock Units (RSUs)
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)	42	3	28	10
Non-Qualified Stock Options
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)	277	481	295	462
Restricted Stock and Restricted Stock Units (RSUs)
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)	332	602	368	606
Market Stock Units
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)	489	312	511	303
Warrants Related to Cash Convertible Notes
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)	2,287	1,728	2,422	927

Accumulated OCI - Changes in Ac

Accumulated OCI - Changes in Accumulated OCI, Net of Tax (Details) - Foreign Currency Translation Adjustments $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Accumulated Other Comprehensive Income Loss [Line Items]
Balance	$ (4,502)
Other comprehensive income before reclassifications, net of tax	1,458
Amounts reclassified from accumulated OCI, net of tax	$ 3,044

Accumulated OCI - Changes in 49

Accumulated OCI - Changes in Accumulated OCI, Net of Tax (Parenthetical) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Accumulated Other Comprehensive Income Loss [Line Items]
Amounts reclassified from accumulated OCI, tax	$ 0	$ 0
Foreign Currency Translation Adjustments
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive income before reclassifications, tax		225
Amounts reclassified from accumulated OCI, tax		$ 0

Accumulated OCI - Additional In

Accumulated OCI - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]
Amounts reclassified from accumulated OCI, tax	$ 0	$ 0