Tivity Health (TVTY) 10-Q 8 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 06, 2020
Cover [Abstract]
Entity Registrant Name	TIVITY HEALTH, INC.
Entity Central Index Key	0000704415
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Shell Company	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Trading Symbol	TVTY
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2020
Entity Common Stock, Shares Outstanding		48,486,058
Entity File Number	000-19364
Entity Tax Identification Number	62-1117144
Entity Address, Address Line One	701 Cool Springs Boulevard
Entity Address, City or Town	Franklin
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37067
City Area Code	800
Local Phone Number	869-5311
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock - $.001 par value
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 83,034	$ 2,486
Accounts receivable, net	80,931	97,596
Inventories	32,350	36,407
Prepaid expenses	12,774	18,255
Other current assets	8,195	6,993
Total current assets	217,284	161,737
Property and equipment, net of accumulated depreciation of $47,960 and $42,510 respectively	53,006	52,909
Right-of-use assets, operating leases	38,433	41,518
Right-of-use assets, finance leases	1,518	1,680
Intangible assets, net	600,613	689,686
Goodwill, net	535,135	654,635
Other assets	22,294	23,740
Total assets	1,468,283	1,625,905
Current liabilities:
Accounts payable	62,931	46,480
Accrued salaries and benefits	7,585	13,071
Accrued liabilities	62,352	56,068
Deferred revenue	15,284	12,037
Current portion of operating lease liabilities	12,928	13,131
Current portion of finance lease liabilities	634	624
Current portion of other long-term liabilities	14,317	4,947
Total current liabilities	176,031	146,358
Long-term debt	1,087,599	1,048,127
Long-term operating lease liabilities	26,923	30,321
Long-term finance lease liabilities	917	1,080
Long-term deferred tax liability	138,014	160,846
Other long-term liabilities	31,175	12,263
Commitments and contingent liabilities
Stockholders' equity:
Preferred stock $.001 par value, 5,000,000 shares authorized, none outstanding
Common Stock $.001 par value, 120,000,000 shares authorized, 48,444,821 and 48,156,786 shares outstanding, respectively	48	48
Additional paid-in capital	503,049	504,419
Accumulated deficit	(435,371)	(237,284)
Treasury stock, at cost, 2,254,953 shares in treasury	(28,182)	(28,182)
Accumulated other comprehensive loss	(31,920)	(12,091)
Total stockholders' equity	7,624	226,910
Total liabilities and stockholders' equity	$ 1,468,283	$ 1,625,905

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Accumulated depreciation	$ 47,960	$ 42,510
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)	48,444,821	48,156,786
Treasury stock (in shares)	2,254,953	2,254,953

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Revenues:
Total revenues	[1]	$ 337,655	$ 214,094
Cost of revenue:
Total cost of revenue		199,157	140,338
Marketing expenses		87,072	24,149
Selling, general and administrative expenses		28,009	27,186
Depreciation and amortization		14,763	3,582
Impairment loss		199,500
Restructuring and related charges		742	1,591
Operating income		(191,588)	17,248
Interest expense		21,664	7,666
Income (loss) before income taxes		(213,252)	9,582
Income tax expense (benefit)		(15,146)	5,368
Net income (loss)		$ (198,106)	$ 4,214
Earnings (loss) per share:
Basic		$ (4.08)	$ 0.10
Diluted	[2]	$ (4.08)	$ 0.10
Comprehensive income (loss)		$ (217,935)	$ 4,214
Weighted average common shares and equivalents:
Basic		48,613	42,745
Diluted	[2]	48,613	43,183
Services
Revenues:
Total revenues		$ 159,692	$ 156,527
Cost of revenue:
Total cost of revenue		115,148	113,842
Products
Revenues:
Total revenues		177,963	57,567
Cost of revenue:
Total cost of revenue		$ 84,009	$ 26,496
[1]	The figure for total segments equals the consolidated figure for such item.
[2]	The impact of potentially dilutive securities for the three months ended March 31, 2020 was not considered because the impact would be anti-dilutive.

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Services
Depreciation	$ 1,831	$ 382
Products
Depreciation and amortization	$ 10,671	$ 1,626

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss)	$ (198,106)
Net change in fair value of interest rate swaps, net of income tax benefit of $6,802	(19,829)
Comprehensive income (loss)	$ (217,935)

CONSOLIDATED STATEMENTS OF CO_2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Statement Of Income And Comprehensive Income [Abstract]
Net change in fair value of interest rate swaps, income tax benefit	$ 6,802

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Treasury Stock	Accumulated Other Comprehensive Loss
Balance at Dec. 31, 2018	$ 369,001	$ 41	$ 347,487	$ 49,655	$ (28,182)
Comprehensive income (loss)	4,214			4,214
Issuance of Common Stock in connection with Merger	132,838	6	132,832
Share-based compensation replacement awards related to Merger and attributable to pre-combination services	9,107		9,107
Exercise of stock options	234		234
Tax withholding for share-based compensation	(342)		(342)
Share-based employee compensation expense	2,359		2,359
Other	(247)		(129)	(118)
Balance at Mar. 31, 2019	517,164	47	491,548	53,751	(28,182)
Balance at Dec. 31, 2019	226,910	48	504,419	(237,284)	(28,182)	$ (12,091)
Comprehensive income (loss)	(217,935)			(198,106)		(19,829)
Exercise of stock options	601		601
Tax withholding for share-based compensation	(2,795)		(2,795)
Share-based employee compensation expense	824		824
Other	19			19
Balance at Mar. 31, 2020	$ 7,624	$ 48	$ 503,049	$ (435,371)	$ (28,182)	$ (31,920)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (198,106)	$ 4,214
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	14,763	3,582
Amortization and write-off of deferred loan costs	1,212	900
Amortization of debt discount	1,095	389
Share-based employee compensation expense	824	2,359
Impairment of goodwill and intangible assets	199,500
Deferred income taxes	(16,031)	4,355
Decrease (increase) in accounts receivable, net	16,665	(31,123)
Decrease in inventory	4,057	6,025
Decrease in other current assets	4,746	168
Increase in accounts payable	12,612	6,555
Decrease in accrued salaries and benefits	(4,852)	(767)
Increase in other current liabilities	5,501	5,576
Increase in deferred revenue	3,247	2,309
Other	1,790	660
Net cash flows provided by operating activities	47,023	5,202
Cash flows from investing activities:
Acquisition of property and equipment	(4,875)	(3,898)
Business acquisitions, net of cash acquired		(1,062,818)
Net cash flows used in investing activities	(4,875)	(1,066,716)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	160,325	1,274,925
Payments of long-term debt	(123,000)	(167,134)
Payments related to tax withholding for share-based compensation	(2,795)	(342)
Exercise of stock options	601	234
Deferred loan costs		(30,189)
Principal payments related to financing leases	(152)	(11)
Change in cash overdraft and other	3,421	902
Net cash flows provided by financing activities	38,400	1,078,385
Effect of exchange rate changes on cash		(16)
Net increase in cash and cash equivalents	80,548	16,855
Cash and cash equivalents, beginning of period	2,486	1,933
Cash and cash equivalents, end of period	$ 83,034	$ 18,788

Basis of Presentation and Recen

Basis of Presentation and Recent Developments	3 Months Ended
	Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Basis of Presentation and Recent Developments	1. Basis of Presentation and Recent Developments 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 ® ® By their nature, estimates are subject to an inherent degree of uncertainty. Due We have reclassified certain items in prior periods to conform to current classifications. Following the acquisition of Nutrisystem (the “Merger”), we organize and manage our operations within two reportable segments, based on the types of products and services they offer: Healthcare and Nutrition. The Healthcare segment is comprised our legacy business and includes SilverSneakers ® senior fitness, Prime ® Fitness and WholeHealth Living ® . The Nutrition segment is comprised of Nutrisystem’s legacy business and includes the Nutrisystem ® and the South Beach Diet ® programs. 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, 2019. In late 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. In January 2020, COVID-19 spread to other countries, including the United States, and efforts to contain the spread of COVID-19 intensified. In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic, the United States declared a national emergency concerning the pandemic, and many state and local governments ordered all but certain essential businesses closed and imposed stay-at-home orders and social distancing guidelines for individuals to contain and combat the outbreak and spread of COVID-19, resulting in significantly reduced demand for many businesses that have continued in operation. Our operations and financial results have been significantly impacted by the pandemic, and we have taken a number of actions in response, including the following: • By March 31, 2020, substantially all of the fitness centers in our national network were temporarily closed, which had an adverse impact on the results of operations in our Healthcare segment for the first quarter of 2020 because a significant portion of our Healthcare segment revenues from our SilverSneakers program is based on member visits to a fitness partner location. • COVID-19-related developments did not have a material impact on the results of operations or cash flows of our Nutrition segment for the quarter ended March 31, 2020. While overall, we have not experienced any significant disruptions, interruptions, or increased costs related to our supply chain, inventory, or distribution channels as a result of COVID-19, we have experienced some delays in fulfilling orders for our Nutrition segment’s products due to some employees of our fulfillment provider testing positive for COVID-19 . • While the disruption caused by the COVID-19 pandemic is currently expected to be temporary, given the continued uncertainty surrounding COVID-19, in March 2020, we borrowed $75 million under our revolving credit facility as a precautionary measure to increase our cash position and maintain financial flexibility, which amount is due to be repaid in March 2024. The proceeds from the drawdown are available to be used for working capital and other general corporate purposes. As of March 31, 2020, outstanding debt under our credit agreement was $ 1,088 million , and we had $ 83.0 million of cash and cash equivalents. While the COVID-19 pandemic has created significant uncertainty as to general economic and market conditions for the remainder of 2020 and beyond, as of the date of this report, we believe our cash on hand, expected cash flows from operations, and anticipated available credit under the Credit Agreement will be sufficient to fund our operations, principal and interest payments, and capital expenditures for the next 12 months . • We are focused on preserving our liquidity and managing our cash flow, including, but not limited to, managing our working capital, optimizing tax savings under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), curtailing capital expenditures, reducing discretionary spending, and reducing compensation costs. In April 2020, we furloughed approximately 13% of our employees. The Company will continue to pay healthcare insurance premiums for the furloughed employees. The Compensation Committee of the Company’s Board of Directors (the “Board”) approved a 25% reduction in base salary for the Company’s executive officers and certain other employees for the period from April 20, 2020 through August 23, 2020. Additionally, the Board approved a 100% reduction in the annual cash retainer and annual committee retainers payable to non-management members of the Board who are standing for reelection at the 2020 Annual Meeting of Stockholders (except for Daniel G. Tully who does not receive compensation for his service on the Board) for a period of four months, beginning May 1, 2020 or as soon thereafter as reasonably practicable. We are taking a variety of measures to ensure the availability and functioning of our critical infrastructure, to promote the safety and security of our employees and to support the communities in which we operate. These measures include requiring remote working arrangements for employees where practicable. We are following public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions, the promotion of social distancing, and the adoption of work-from-home arrangements. • As a result of the COVID-19 pandemic, in March 2020, we experienced a significant decline in the Company’s market capitalization and in the actual and forecasted operating results of our Healthcare segment, in addition to the unfavorable change in market conditions . As a result, management concluded that there were triggering events during the first quarter of 2020 necessitating an impairment evaluation of our goodwill and indefinite-lived intangible assets. Through this evaluation, management concluded that the fair value of goodwill allocated to the Nutrition business unit as well as the fair value of the Nutrisystem tradename were below their carrying amounts, and we recorded an impairment loss of $199.5 million, including $80.0 million related to the Nutrisystem tradename and $119.5 million related to goodwill allocated to the Nutrition segment.

Recent Relevant Accounting Stan

Recent Relevant Accounting Standards	3 Months Ended
	Mar. 31, 2020
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]
Recent Relevant Accounting Standards	2 . Re c o a d In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “ Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. ASC 848 contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, such as a transition away from the use of LIBOR. The provisions of ASC 848 must be applied at a Topic, Subtopic or Industry Subtopic level for all transactions other than derivatives, which may be applied at a hedging relationship level. ASC 848 allows for different elections to be made at different points in time, and the timing of those elections will be documented as applicable. For the avoidance of doubt, we intend to reassess the elections of optional expedients and exceptions included within ASC 848 related to our hedging activities and will document the election of these items on a quarterly basis. ASC 848 is effective for the Company as of January 1, 2020 and will no longer be available to apply after December 31, 2022. In March 2020, we elected the expedient in ASC 848-50-25-2, which allows us to assume that our hedged interest payments are probable of occurring regardless of any expected modification in their terms related to reference rate reform. In October 2018, the FASB issued ASU 2018-16, "Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes" (“ASU 2018-16”), which adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition and provide lead time for entities to prepare for changes to interest rate risk hedging strategies. ASU 2018-16 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. As of March 31, 2020, the benchmark interest rate in our existing interest rate swap agreements is LIBOR. The adoption of this standard did not have an impact on our financial position, results of operations, or cash flows . 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 adopted ASU 2017-04 on October 1, 2019. As further discussed in Note 12, we recorded impairment losses related to goodwill during the fourth quarter of 2019 and the first quarter of 2020 In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which changes the fair value measurement disclosure requirements of ASC 820. ASU 2018-13 is effective for fiscal years beginning on or after December 15, 2019, including interim periods therein, and is generally required to be applied retrospectively, except for certain components that are to be applied prospectively. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in a software licensing arrangement. This standard is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires companies to measure credit losses for financial assets held at the reporting date utilizing a methodology that reflects current expected credit losses over the lifetime of such assets. ASU 2016-13 was effective for the Company on January 1, 2020 and is generally required to be applied using the modified retrospective approach, with limited exceptions for specific instruments. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures.

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2020
Revenue From Contract With Customer [Abstract]
Revenue Recognition	3 . Revenue Recognition We account for revenue from contracts with customers in accordance with Accounting Standards Codification (“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. Healthcare Segment Our Healthcare segment earns revenue from three programs, SilverSneakers senior fitness, Prime Fitness and WholeHealth Living. We provide the SilverSneakers senior fitness program to members of Medicare Advantage and Medicare Supplement plans through our contracts with such plans. We offer Prime Fitness, a fitness facility access program, through contracts with employers, commercial health plans, and other sponsoring organizations that allow their members to individually purchase the program. We sell our WholeHealth Living program primarily to health plans. Except for Prime Fitness, our Healthcare segment’s customer contracts generally have initial terms of approximately three years. Some contracts allow the customer to terminate early and/or determine on an annual basis to which of their members they will offer our programs. For Prime Fitness, our contracts with employers, commercial health plans, and other sponsoring organizations generally have initial terms of approximately three years, while i . The significant majority of Healthcare segment’s 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 months ended March 31, 2020 from performance obligations satisfied in a prior period. Our fees within the Our Healthcare segment’s 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 Healthcare segment’s 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 two reportable segments, we believe the following information depicts how our Healthcare segment revenues and cash flows are affected by economic factors. The following table sets forth Healthcare revenue disaggregated by program. Revenue from our SilverSneakers program is predominantly contracted with Medicare Advantage and Medicare Supplement plans. (In thousands) Three Months Ended March 31, 2020 2019 SilverSneakers $ 121,606 $ 123,024 Prime Fitness 32,810 28,743 WholeHealth Living 5,049 4,575 Other 227 185 $ 159,692 $ 156,527 Sales and usage-based taxes are excluded from revenues. Nutrition Segment Our Nutrition segment earns revenue from four sources: direct to consumer, retail, QVC and other. Revenue is measured based on the consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. As explained in more detail below, revenue is recognized upon satisfaction of the performance obligation by transferring control over a product to a Nutrition segment customer. Direct-mail advertising costs are expensed as incurred. We recognize an asset for the carrying amount of product to be returned and for costs to obtain a contract if the amortization is more than one year in duration. We expense costs to obtain a contract as incurred if the amortization period is less than one year. We sell pre-packaged foods directly to weight loss program participants primarily through the Internet and telephone (referred to as the direct to consumer channel), through QVC (a television shopping network), and select retailers. Pre-packaged foods include both frozen and non-frozen (ready-to-go), shelf-stable products. Products sold through the direct to consumer channel, both frozen and non-frozen, may be sold separately (a la carte) or as part of a packaged monthly meal plan for which customers pay at the point of sale. Products sold through QVC are payable by QVC upon our shipment of the product to the end consumer. For both the direct to consumer channel and QVC, we recognize revenue at a point in time, i.e., at the shipping point. Direct to consumer customers may return unopened ready-to-go Nutrisystem products within 30 days after purchase in order to receive a refund or credit. Frozen Nutrisystem products are refundable only if the order is canceled within 14 days after delivery. South Beach Diet products are not refundable. Products sold to retailers include both frozen and non-frozen products and are payable by the retailer upon receipt. We recognize revenue at a point in time, i.e., when the retailers take possession of the product. Certain retailers have the right to return unsold products. We account for the shipment of frozen and non-frozen, ready-to-go products as separate performance obligations. The consideration, including variable consideration for product returns, is allocated between frozen and non-frozen products based on their standalone selling prices. The amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data. In addition to our pre-packaged foods, we sell prepaid gift cards through a wholesaler that are redeemable through the Internet or telephone. Prepaid gift cards represent grants of rights to goods to be provided in the future to gift card buyers. The wholesaler has the right to return all unsold prepaid gift cards. The wholesaler’s retail selling price of the gift cards is deferred in the balance sheet and recognized as revenue when we have satisfied our performance obligation, i.e., when a gift card holder redeems the gift card with us. We recognize breakage amounts (the estimated amount of unused gift cards) as revenue, in proportion to the actual gift card redemptions exercised by gift card holders in relation to the total expected redemptions of gift cards. We utilize historical experience in estimating the total expected breakage and period over which the gift cards will be redeemed. Sales and other taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a Nutrition segment customer are excluded from revenue and presented on a net basis. After control over a product has transferred to a Nutrition segment customer, shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in revenue and cost of revenue in the accompanying consolidated statements of operations. Revenue from shipping and handling charges for the three months ended March 31, 2020 and 2019 (from March 8, 2019 forward) was $6.5 million and $1.8 million, respectively. The following table sets forth Nutrition segment revenue, from March 8, 2019 forward, disaggregated by the source of revenue: (In thousands) Three Months Ended March 31, 2020 2019 Direct to consumer $ 168,154 $ 52,654 Retail 5,448 4,304 QVC 4,187 522 Other 174 87 $ 177,963 $ 57,567 The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: (In thousands) March 31, 2020 December 31, 2019 Contract assets $ 250 $ 95 Contract liabilities $ 13,403 $ 10,911 The contract assets primarily relate to unbilled accounts receivable and are included as other current assets in the accompanying consolidated balance sheet. The contract liabilities (deferred revenue) primarily relate to sale of prepaid gift cards and unshipped foods, which are deferred until such time as the Company has satisfied its performance obligations. Significant changes in the contract liabilities (deferred revenue) balance during the period are as follows: Three Months Ended March 31, (In thousands) 2020 Revenue recognized that was included in the contract liability (deferred revenue) balance on January 1, 2020 $ (5,717 ) Increases due to cash received for prepaid gift cards sold or unshipped food, excluding amounts recognized as revenue $ 8,209 The following table includes estimated revenue from the prepaid gift cards expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period: (In thousands) Remaining 2020 $ 3,875 2021 2,366 2022 966 2023 382 2024 267 2025 202 $ 8,058 We apply the practical expedient in subtopic ASC 606-10-50-14 and do not disclose information about remaining performance obligations that have original expected durations of one year or less. We review the reserves for our customer returns at each reporting period and adjust them to reflect data available at that time. To estimate reserves for returns, we consider actual return rates in preceding periods and changes in product offerings or marketing methods that might impact returns going forward. To the extent the estimate of returns changes, we will adjust the reserve, which will impact the amount of revenue recognized in the period of the adjustment. The provision for estimated returns for the three months ended March 31, 2020 and 2019 ( he reserve for estimated returns incurred but not received and processed was

Inventories

Inventories	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Inventories	4 . Inventories Inventories consist principally of packaged food held in external fulfillment locations. We value inventories at the of cost or net realizable value, with cost determined using the first-in, first-out method. We continually assess quantities of inventory on hand to identify excess or obsolete inventory and record a provision for any estimated loss. We estimate the reserve for excess and obsolete inventory primarily on forecasted demand and/or our ability to sell the products, our ability to introduce new products, future production requirements, and changes in consumer behavior. The reserve for excess and obsolete inventory was $1.5 million and $1.8 million at March 31, 2020 and December 31, 2019, respectively.

Intangible Assets and Goodwill

Intangible Assets and Goodwill	3 Months Ended
	Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Intangible Assets and Goodwill	5 . Intangible Assets and Goodwill The COVID-19 pandemic has had and is having an adverse impact on the overall economy, resulting in rapidly changing market and economic conditions that have impacted the Company. In March 2020, we experienced a significant decline in the Company’s market capitalization and in the actual and forecasted operating results of our Healthcare segment, in addition to the unfavorable change in market conditions. As a result, management concluded that there were triggering events during the first quarter of 2020 necessitating an impairment evaluation of our goodwill and indefinite-lived intangible assets . Through this evaluation, management concluded that the fair value of goodwill allocated to the Nutrition business unit as well as the fair value of the Nutrisystem tradename were below their carrying amounts, and i 119.5 Nutrisystem . A reconciliation of our goodwill balance is as follows: (In thousands) Healthcare Nutrition Consolidated Balance, January 1, 2020 $ 334,680 $ 319,955 $ 654,635 Impairment loss — (119,500 ) $ (119,500 ) Balance, March 31, 2020 $ 334,680 $ 200,455 $ 535,135 At March 31, 2020 and December 31, 2019, intangible assets not subject to amortization consist of tradenames of $509.0 million and $ 589.0

Marketing Expenses

Marketing Expenses	3 Months Ended
	Mar. 31, 2020
Marketing And Advertising Expense [Abstract]
Marketing Expenses	6 . Marketing Expenses Marketing expense includes media, advertising production, marketing and promotional expenses and payroll-related expenses, including share-based payment arrangements, for personnel engaged in these activities. For the three months ended March 31 from March 8, 2019 forward) March 31, 2020 and December 31, 2019

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-Based Compensation	7 . Share-Based Compensation We currently have h e a e d a d oc n e performance-based stock units h ba a a d a e o l e e o o c l For the three months ended March 31, 2020, we recognized total share-based compensation costs of $0.8 million, A summary of our stock options as of March 31, 2020 and the changes during the three months then ended is presented below: Options Shares (In thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2020 319 $ 17.85 Granted — — Exercised (41 ) 14.96 Forfeited (4 ) 39.57 Outstanding at March 31, 2020 274 $ 17.94 3.8 $ — Exercisable at March 31, 2020 243 $ 15.43 3.3 $ — The follow i o w m e i o c a a activit durin th months then ended: Restricted Stock Awards Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2020 127 $ 19.42 Vested (86 ) 19.42 Forfeited (7 ) 19.42 Nonvested at March 31, 2020 34 $ 19.42 The follow i o w m e i o c a a activit durin th months then ended: Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2020 393 $ 21.16 Granted 438 12.76 Vested (21 ) 21.01 Forfeited (127 ) 20.07 Nonvested at March 31, 2020 683 $ 15.98 The follow i o w m a wel a activit durin th months then ended: Performance Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2020 (1) 407 $ 20.29 Granted 4 21.49 Vested (28 ) 20.31 Forfeited (101 ) 20.39 Nonvested at March 31, 2020 282 $ 20.27 (1) Excludes certain performance-based stock units that are no longer eligible to be earned based on fiscal 2019 performance.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	8 . Incom Taxes For the three months ended March 31, 2020, we had an effective tax benefit rate of 7.1%, compared to an effective income tax rate of 56.0% for the three months ended March 31, 2019 . During the three months ended March 31, 2020, our effective tax benefit rate was lower than our statutory benefit rate primarily due to the nondeductible goodwill impairment loss of $119.5 million recorded during the quarter. Our effective income tax rate for the three months ended March 31, 2019 was affected by two adjustments related to the acquisition of Nutrisystem in March 2019 that collectively increased our income tax expense for such period by approximately $2.7 million: (i) we evaluated the realizability of beginning-of-the-year deferred tax assets and increased the valuation allowance on deferred tax assets related to state net operating loss carryforwards by $1.8 million, and (ii) we recorded a $0.9 million reduction in deferred tax assets related to state income tax credits. We file income tax returns in the U.S. Federal jurisdiction and in various state and foreign

Leases

Leases	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Leases	9. Leases We maintain lease agreements principally for our office spaces and certain equipment. In addition, certain of our contracts, such as those with our fulfillment vendor related to our warehouse space or contracts with certain equipment vendors, contain embedded leases. We maintain three sublease agreements with respect to two of our office locations, each of which continues through the initial term of our master lease agreement. Such sublease income and payments, while they reduce our rent expense, are not considered in the value of the right-of-use asset or lease liability. With the exception of two finance leases related to a network server and office equipment, all of our leases are classified as operating leases The following table shows the components of lease expense for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, Three Months Ended March 31, (In thousands) 2020 2019 Finance lease cost: Amortization of leased assets $ 162 $ 12 Interest of lease liabilities 25 2 Operating lease cost 3,675 2,716 Short-term lease cost 129 33 Total lease cost before subleases $ 3,991 $ 2,763 Sublease income (1,401 ) (1,344 ) Total lease cost, net $ 2,590 $ 1,419 Supplemental cash flow information related to leases is as follows: Three Months Ended March 31, Three Months Ended March 31, (In thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow attributable to operating leases $ (3,066 ) $ (1,547 ) Operating cash flow attributable to finance leases (25 ) (2 ) Financing cash flow attributable to finance leases (152 ) (11 ) Supplemental noncash information: Right-of-use assets obtained in exchange for operating lease liabilities (1) — 48,972 Right-of-use assets obtained in exchange for finance lease liabilities (1) — 181 (1) No new leases were entered into during the three months ended March 31

Debt

Debt	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Debt	1 0 . De b The C o an o i n (In thousands) March 31, 2020 December 31, 2019 Term Loan A $ 280,000 $ 288,750 Term Loan B 775,000 786,250 Revolving credit facility 77,175 19,850 1,132,175 1,094,850 Less: deferred loan costs and original issue discount (44,576 ) (46,723 ) Total debt $ 1,087,599 $ 1,048,127 Credit Facility In connection with the consummation of the Merger, on March 8, 2019, we entered into a new Credit and Guaranty Agreement (the “Credit Agreement”) with a group of lenders, Credit Suisse AG, Cayman Islands Branch, as general administrative agent, term facility agent and collateral agent, and SunTrust Bank, as revolving facility agent and swing line lender (“SunTrust”). The Credit Agreement provides us with (i) a $350.0 million term loan A facility (“Term Loan A”), (ii) an $830.0 million term loan B facility (“Term Loan B” and, together with Term Loan A, the “Term Loans”), (iii) a $125.0 million revolving credit facility that includes a $35.0 million sublimit for swingline loans and a $50.0 million sublimit for letters of credit (the “Revolving Credit Facility”; Term Loan A, Term Loan B and the Revolving Credit Facility are sometimes herein referred to collectively as the “Credit Facilities”), and (iv) uncommitted incremental accordion facilities in an aggregate amount at any date equal to the greater of $125.0 million or 50% of our consolidated EBITDA for the then-preceding four fiscal quarters, plus additional amounts based on, among other things, satisfaction of certain financial ratio requirements. As of March 31, 2020, outstanding debt under the Credit Agreement was $1,088 million, and availability under the revolving credit facility totaled $47.3 million as calculated under the most restrictive covenant. We are required to repay Term Loan A loans in consecutive quarterly installments, each in the amount of 2.50% of the aggregate initial amount of such loans, payable beginning on June 30, 2019 and on the last day of each succeeding quarter thereafter until maturity on March 8, 2024, at which time the entire outstanding principal balance of such loans is due and payable in full. We are required to repay Term Loan B loans in consecutive quarterly installments, each in the amount of 0.75% of the aggregate initial amount of such loans, payable beginning on June 30, 2019 and on the last day of each succeeding quarter thereafter until maturity on March 8, 2026 , at which time the entire outstanding principal balance of such loans is due and payable in full. We are permitted to make voluntar y prepay ments of borrowings under the Term Loans at any time without penalty . From March 8, 2019 through March 31, 2020 , we made payments of $ 125.0 million on the Term Loans, which included prepayments of all amounts due through March 31 , 202 1 , excluding any Excess Cash Flow Payments that may be required, as described below . We are required to repay in full any outstanding swingline loans and revolving loans under the Revolving Credit Facility on March 8, 2024 . In addition, the Credit Agreement contains provisions that , beginning with fiscal 2019, may require annual excess cash flow (as defined in the Credit Agreement and generally designed to equal cash generated by our business in excess of cash used in the business) to be applied towards the Term Loans. We are required to make prepayments on the Term Loans equal to our excess cash flow for a given fiscal year multiplied by the following excess cash flow percentages (such resulting payment an “Excess Cash Flow Payment”) based on our net leverage ratio (as defined in the Credit Agreement) on the last day of such fiscal year: (a) 75 % if the net leverage ratio is greater than 3.75:1, (b) 50 % if the net leverage ratio is equal to or less than 3.75 :1 but greater than 3.25 :1 (c) 25 % if the net leverage ratio is equal to or less than 3.25:1 but greater than 2.75 :1, and (d) 0 % if the net leverage ratio is equal to or less than 2.75:1 . Any such potential mandatory prepayments are reduced by voluntary prepayments. We were not required to make an Excess Cash Flow Payment for fiscal 2019. The Credit Agreement contains a financial covenant that requires us to maintain maximum ratios or levels of consolidated total net debt to consolidated adjusted EBITDA, calculated as provided in the Credit Agreement (the “Net Leverage Ratio”), of 5.75:1.00 for all test dates occurring on or after December 31, 2019 but prior to December 31, 2020, 5.25:1.00 for all test dates occurring on or after December 31, 2020 but prior to December 31, 2021, and 4.75:1.00 for all test dates occurring on or after December 31, 2021. As of March 31, 2020, we were in compliance with all of the covenant requirements of the Credit Agreement, and our Net Leverage Ratio was equal to 4.25. Based on our current assumptions with respect to the COVID-19 pandemic, including, among other things, the duration of the temporary closures of our fitness partner locations and the average participation level of our members after such locations reopen, we currently believe we will be in compliance with the Net Leverage Ratio covenant over the next 12 months; however, given the significant uncertainty relating to the potential impacts of the COVID-19 pandemic on our business going forward, there are potential scenarios under which we could fail to comply with the Net Leverage Ratio covenant. Our failure to comply with the Net Leverage Ratio covenant would result in an event of default that, if not waived, could have a material adverse effect on our financial condition, results of operations or debt service capability. We will continue to monitor our projected ability to comply with all covenants under the Credit Agreement, including the Net Leverage Ratio, which could include seeking an amendment to or waiver of the Net Leverage Ratio covenant if necessary. Borrowings under the Credit Agreement 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 all lenders holding the particular class of loans, 12-month LIBOR), which may not be less than zero, or (2) the greatest of (a) the prime lending rate of the agent bank for the particular facility, (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 for Term Loan A loans is 4.25%, the LIBOR margin for Term Loan B loans is 5.25% and the LIBOR margin for revolving loans varies between 3.75% and 4.25%, depending on our total net leverage ratio. The Base Rate margin for Term Loan A loans is 3.25%, the Base Rate margin for Term Loan B loans is 4.25% and the Base Rate margin for revolving loans varies between 2.75% and 3.25%, depending on our total net leverage ratio. In May 2019, we entered into eight amortizing interest rate swap agreements, each of which matures in May 2024. Under these agreements, we receive a variable rate of interest based on LIBOR, and we pay a fixed rate of interest equal to approximately 2.2% plus a spread, as described in the preceding sentences. As of March 31, 2020, these interest rate swap agreements had current notional amounts totaling $800.0 million. The Credit Agreement also provides for annual commitment fees ranging between 0.250% and 0.500% of the unused commitments under the Revolving Credit Facility, depending on our total net leverage ratio, and annual letter of credit fees on the daily outstanding availability under outstanding letters of credit at the applicable LIBOR margin for the Revolving Credit Facility, depending on our total net leverage ratio. Extensions of credit under the Credit Agreement are secured by guarantees from substantially all of the Company’s active material domestic subsidiaries and by security interests in substantially all of Company’s and such subsidiaries’ assets. The Credit Agreement contains a financial covenant that requires us to maintain specified maximum ratios or levels of consolidated total net debt to EBITDA, calculated as provided in the Credit Agreement. The Credit Agreement also contains various other affirmative and negative covenants customary for financings of this type that, subject to certain exceptions, impose restrictions and limitations on the Company and certain of the Company’s subsidiaries with respect to, among other things, indebtedness; liens; negative pledges; restricted payments (including dividends, distributions, buybacks, redemptions, repurchases with respect to equity interests, and payments, redemptions, retirements, purchases, acquisitions, defeasance, exchange, conversion, cancellation or termination with respect to junior lien, subordinated or unsecured debt); restrictions on subsidiary distributions; loans, advances, guarantees, acquisitions and other investments; mergers and other fundamental changes; sales and other dispositions of assets (including equity interests in subsidiaries); sale/leaseback transactions; transactions with affiliates; conduct of business; amendments and waivers of organizational documents and material junior debt agreements; and changes to fiscal year.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	1 1 . Commitment an Contingencies Shareholder Lawsuits: Weiner Lawsuit, Consolidated Derivative Lawsuit, and Witmer Lawsuit 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, par value $.001 per share (“Common Stock”) dropped on that same day. In connection with the United Press Release, four lawsuits were filed against the Company. As further described below, three of the four lawsuits have been dismissed. We are currently not able to predict the probable outcome of the remaining matter or to reasonably estimate a range of potential loss, if any. We intend to vigorously defend ourselves against the remaining complaint. 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 as defendants the Company, the Company's chief executive officer, chief financial officer and a former executive who served as both chief accounting officer and interim chief financial officer. The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (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 June 4, 2018, plaintiff filed a first amended complaint. . On January 26, 2018 and August 24, 2018, individuals claiming to be stockholders of the Company filed shareholder derivative actions, 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 certain current and former executives and directors as defendants. On October 15, 2018, the two complaints were consolidated (the “Consolidated Derivative Lawsuit”). On May 15, 2019, a consolidated amended complaint was filed. The consolidated amended complaint asserts claims for violation of Section 10(b), 14(a), and 29(b) of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment. Plaintiffs seek to recover damages on behalf of the Company, certain corporate governance and internal procedural reforms, and other equitable relief. . On March 25, 2019, Colleen Witmer, claiming to be a stockholder of the Company, filed a purported shareholder derivative action, on behalf of the Company, in the Chancery Court for Davidson County, Tennessee, naming the Company as a nominal defendant and the Company's chief executive officer, chief financial officer, a former executive who served as both chief accounting officer and interim chief financial officer, chief legal and administrative officer, certain current directors, and two former directors of the Company, as defendants. The complaint asserted claims for breach of fiduciary duty and unjust enrichment, largely tracking allegations in the Consolidated Derivative Lawsuit. The complaint further alleged that certain defendants engaged in insider trading. The plaintiff sought monetary damages on behalf of the Company, restitution, certain corporate governance and internal procedural reforms, and other equitable relief. With the agreement of the parties, the Tennessee Supreme Court transferred the case to the Business Court Pilot Project. On June 4, 2019, the Company, as nominal defendant, filed a motion to dismiss or stay the case pending resolution of the Consolidated Derivative Lawsuit. On October 24, 2019, the plaintiff dismissed the case without prejudice. In December of 2019, the Company received a letter from plaintiff demanding under Del. Ct. Ch. R. 23.1 that the Company’s Board of Directors undertake an independent internal investigation of current and former management regarding alleged breaches of fiduciary duty in connection with the claims asserted in the previously dismissed Witmer case and further commence a civil action on behalf of the Company to recover damages against such persons . Shareholder Lawsuits: Strougo and Cobb Lawsuits On February 25, 2020, Robert Strougo, claiming to be a stockholder of the Company, filed a complaint on behalf of stockholders who purchased the Company's Common Stock between March 8, 2019 and February 19, 2020 (the "Strougo Lawsuit"). The Strougo 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 financial officer and former chief executive officer as defendants. The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act in making false and misleading statements and omissions related to the performance of the Nutrisystem business that the Company acquired on March 8, 2019. The complaint seeks monetary damages on behalf of the purported class. Three parties have filed a motion seeking to be appointed lead plaintiff and counsel, but the Court has not ruled on those motions. Given the uncertainty of litigation and the preliminary stage of the case, we are currently not able to predict the probable outcome of the matter or to reasonably estimate a range of potential loss, if any. We intend to vigorously defend ourselves against this complaint. On April 9, 2020, John Cobb, claiming to be a stockholder of the Company, filed a derivative complaint in the United States District Court for the Middle District of Tennessee naming the Company as a nominal defendant and certain directors and the Company’s former chief executive officer and current chief financial officer as defendants. The complaint asserted claims for breach of Section 14(a) of the Exchange Act, breach of fiduciary duty, waste of corporate assets, failure of internal controls, and unjust enrichment, largely tracking the factual allegations in the Strougo lawsuit. The plaintiff seeks monetary damages on behalf of the Company, restitution, and certain corporate governance and internal procedural reforms. The defendants will seek a stay of the Cobb case pending the resolution of defendants’ anticipated motion to dismiss in the Strougo case. Given the uncertainty of litigation and the preliminary stage of the case, we are currently not able to predict the probable outcome of the matter or to reasonably estimate a range of potential loss, if any. We intend to vigorously defend ourselves against this complaint. Trademark Lawsuit: Pacific Packaging Lawsuit On May 31, 2019, Pacific Packaging Concepts, Inc. (“Pacific Packaging”) filed a complaint in the U.S. District Court for the Central District of California, Western Division, naming as defendants two subsidiaries of the Company; Nutrisystem, Inc. and Nutri/System IPHC, Inc. (“Pacific Packaging Lawsuit”). In its complaint, Pacific Packaging alleged that the defendants’ use of Pacific Packaging’s federally registered trademark, Fresh Start, in advertisements for its weight management program and shakes constitutes federal trademark infringement, counterfeit trademark infringement, false designation of origin, federal trademark dilution, unfair competition, false advertising, common law unfair competition, and common law trademark infringement. The complaint seeks injunctive relief and monetary damages in an unspecified amount. On August 29, 2019, the defendants filed their Answer to Complaint. Given the uncertainty of litigation and the preliminary stage of the case, we are currently not able to predict the probable outcome of the matter or to reasonably estimate a range of potential loss, if any. We intend to vigorously defend ourselves against this complaint. Other Additionally, from time to time, we are subject to contractual disputes, claims and legal proceedings that arise in the ordinary course of our business. Some of the legal proceedings pending against us as of the date of this report are expected to be covered by insurance policies. 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	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	1 2 . 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 T he following table presents our assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019. Level 2 (In thousands) March 31, 2020 December 31, 2019 Liabilities: Interest rate swap agreements $ 42,869 $ 16,238 The fair values of interest rate swap agreements are primarily determined based on the present value of future cash flows using internal models and third-party pricing services with observable inputs, including interest rates, yield curves and applicable credit spreads. Asse t i e i Non- e n i We measure certain assets at fair value on a nonrecurring basis in the fourth quarter of each year, including the following: • 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. The COVID-19 pandemic has had and is having an adverse impact on the overall economy, resulting in rapidly changing market and economic conditions that have impacted the Company. In March 2020, we experienced a significant decline in the Company’s market capitalization and in the actual and forecasted operating results of our Healthcare segment, in addition to the unfavorable change in market conditions. As a result, management concluded that there were triggering events during the first quarter of 2020 necessitating an impairment evaluation of our goodwill (for each of our reporting units) and indefinite-lived intangible assets (which consist of the Nutrisystem tradename and the SilverSneakers tradename). We estimate d the fair value of each reporting unit using a combination of a discounted cash flow model and a market-based approach, and we reconcile d 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 of each reporting unit (which is dependent on internal forecasts of projected income), estimation of the long-term growth rates of future revenues for our reporting units, the terminal growth rate of revenue, the tax rate, and determination of the weighted average cost of capital , as well as relevant comparable company revenue and earnings multiples and market participant acquisition premium for the market-based approaches . Changes in these estimates and assumptions could materially affect the estimate of fair value and goodwill impairment for each reporting unit. There is significant uncertainty relating to the potential future impacts of the COVID-19 pandemic on our business and the overall market. Certain significant inputs used in the estimation of fair value were adversely impacted by the changing market and economic conditions discussed above, most notably the weighted average cost of capital, resulting in a lower estimated fair value for each of our reporting units. Before we performed the impairment analysis performed during the first quarter, the estimated fair value of the Nutrition reporting unit was equal to its carrying value due to an impairment loss we recorded in the fourth quarter of 2019. Because there was no excess of estimated fair value over carrying value (“headroom”) for the Nutrition reporting unit at the beginning of 2020, the decrease in the estimated fair value of the Nutrition reporting unit during the first quarter of 2020 resulted in an impairment of the carrying value of goodwill for the Nutrition reporting unit, and we recorded a $119.5 million goodwill impairment loss. None of the impaired goodwill is deductible for tax purposes, and there is no cash tax benefit related to the impairment. For the Healthcare reporting unit, the fair value of the reporting unit exceeded its carrying amount, and we determined that the carrying value of goodwill was not impaired. Also during the first quarter of 2020, we estimated the fair value of indefinite-lived intangible assets, which consisted of two tradenames (the Nutrisystem tradename and the SilverSneakers tradename), using the relief-from-royalty method, which required significant assumptions such as the long-term growth rate of future revenues, the royalty rate for such revenue, and a discount rate. Changes in these estimates and assumptions could materially affect the estimate of fair value for the tradenames. Similar to the goodwill impairment analysis described above, the discount rate used in the estimation of fair value of the tradenames was adversely impacted by the changing market and economic conditions discussed above, resulting in a lower estimated fair value for each tradename. D ue to an impairment loss recorded in the fourth quarter of 2019 related to the Nutrisystem tradename and goodwill, the estimated fair value of the Nutrisystem tradename was equal to its carrying value at the beginning of 2020. The decrease in the estimated fair value of the Nutrisystem tradename during the first quarter of 2020 resulted in an impairment of tradename, and we recorded a $80.0 million impairment loss related to the Nutrisystem tradename. None of this impairment loss is deductible for tax purposes, and there is no cash tax benefit related to the impairment. Based on our impairment assessment of the SilverSneakers tradename, we determined that the carrying value of the tradename was not impaired as of the measurement date. Fair Value of Other Financial Instruments The e a n n m a o C a a e y r e 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 is det e m ine b a s e o th fai val u hierarch a disc u sse a bove T he Term Loans are e o l i a e the last quoted price of the Term Loans through March 31, 2020 Th e volvin redi acilit The estimated fair value and carrying amount of outstanding borrowings under the Term Loans at March 31, 2020 were $851.0 million and $1,010.4 million, respectively. The estimated fair value and carrying amount of outstanding borrowings under the Revolving Credit Facility at March 31, 2020 were $59.8 million and $77.2 million, respectively.

Derivative Instruments and Hedg

Derivative Instruments and Hedging Activities	3 Months Ended
	Mar. 31, 2020
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging Activities	1 3 . Derivative Instruments and Hedging Activities We use derivative instruments to manage differences in the amount, timing, and duration of our known or expected cash payments related to our outstanding debt (i.e., interest rate risk) . These d erivatives are designated and qualify as a hedge of the exposure to variability in expected future cash flows and are therefore considered cash flow hedges . We account for derivatives in accordance with FASB ASC Topic 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet at fair value as either an asset or liability. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting , and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting . We classify cash flows from settlement of our cash flow hedges in the same category as the cash flows from the related hedged items, generally within the operating activities in the consolidated statements of cash flows. We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges . Cash Flow Hedges of Interest Rate Risk Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. The counterparties to the interest rate swap agreements expose us to credit risk in the event of nonperformance by such counterparties. However, at March 31, 2020 Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In May 2019, we entered into eight amortizing interest rate swap agreements, each of which matures in May 2024. Under these agreements, we receive a variable rate of interest based on LIBOR, and we pay a fixed rate of interest equal to approximately 2.2% plus a spread (see Note 10). As of March 31, 2020, these interest rate swap agreements had current notional amounts totaling $800.0 million. We record derivatives that are designated and qualify as cash flow hedges at estimated fair value in the consolidated balance sheet, with the related gains and losses recorded in accumulated other comprehensive income or loss ("accumulated OCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as we make interest payments on our variable-rate debt. The estimated gross fair values of derivative instruments and their classification on the consolidated balance sheet at March 31, 2020 and December 31, 2019 were as follows: (In thousands) March 31, 2020 December 31, 2019 Liabilities: Derivatives designated as hedging instruments: Current portion of long-term liabilities $ 14,317 $ 4,947 Other long-term liabilities 28,552 11,291 $ 42,869 $ 16,238 The following table presents the effect of cash flow hedge accounting on accumulated OCI as of March 31 (In thousands) For the Three Months Ended Derivatives in Cash Flow Hedging Relationships March 31, 2020 March 31, 2019 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 27,752 — Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect $ (1,121 ) —

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	14. Earning (Loss) Pe Sha r We use the two-class method to calculate earnings per share as the unvested restricted stock awards outstanding under our equity incentive plan are participating shares with nonforfeitable rights to dividends. Under the two-class method, we compute earnings per share of Common Stock by dividing the sum of distributed earnings to common stockholders (currently not applicable as we do not pay dividends) and undistributed earnings allocated to common stockholders by the weighted average number of outstanding shares of Common Stock for the period. In applying the two-class method, we allocate undistributed earnings to both shares of Common Stock and participating securities based on the number of weighted average shares outstanding during the period. Any undistributed losses are not allocated to unvested restricted stock as the restricted stockholders are not obligated to share in the losses. Following is a r e c o ncili a tion of the n u merat o r a n d denom i nat o r of bas i c and d iluted earnin g s (loss) p e r share f o r the three months ended March 31, 2020 a n d 2019: (In thousands except per share data) Three Months Ended March 31, 2020 2019 Numerator: Net income (loss) $ (198,106 ) $ 4,214 Denominator: Shares used for basic income (loss) per share 48,613 42,745 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options — 127 Restricted stock awards — 16 Restricted stock units — 292 Performance stock units — 3 Shares used for diluted income (loss) per share (1) $ 48,613 $ 43,183 Earnings (loss) per share: Basic $ (4.08 ) $ 0.10 Diluted (1) $ (4.08 ) $ 0.10 Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive: Non-qualified stock options 162 80 Restricted stock units 263 56 Restricted stock awards 38 — Performance-based stock units 33 — (1) The impact of potentially dilutive securities for the three months ended March 31, 2020 was not considered because the impact would be anti-dilutive. Market stock units and performance 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	3 Months Ended
	Mar. 31, 2020
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]
Accumulated OCI	15. Accumulated OCI The following tables summarize the changes in accumulated OCI, net of tax, for the three months ended March 31, 2020: (In thousands) Net Change in Fair Value of Interest Rate Swaps Accumulated OCI, net of tax, as of January 1, 2020 $ (12,091 ) Other comprehensive income (loss) before reclassifications, net of tax of $7,088 (20,664 ) Amounts reclassified from accumulated OCI, net of tax of $286 835 Accumulated OCI, net of tax, as of March 31, 2020 $ (31,920 ) The following table presents details about reclassifications out of accumulated OCI for the three months ended March 31, 2020: (In thousands) Three Months Ended March 31, 2020 Statement of Operations Classification Interest rate swaps $ 1,121 Interest expense (286 ) Income tax expense $ 835 Net of tax See Note 13 for a further discussion of our interest rate swaps.

Segment Disclosures and Concent

Segment Disclosures and Concentrations of Risk	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Segment Disclosures and Concentrations of Risk	16. Segment Disclosures and Concentrations of Risk Background and Basis of Organization Following the acquisition of Nutrisystem in March 2019, we organize and manage our operations within two reportable segments, based on the types of products and services they offer: Healthcare and Nutrition. The Healthcare segment derives its revenues from one Segment Revenues, Profit or Loss, and Assets Our chief operating decision maker evaluates performance and allocates resources based on each segment’s EBITDA excluding acquisition and integration costs, impairment loss, and restructuring and related charges. The accounting : (In thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Healthcare Nutrition Total Segments Healthcare Nutrition Total Segments Revenues $ 159,692 $ 177,963 $ 337,655 $ 156,527 $ 57,567 $ 214,094 (1) Consolidated income (loss) before income taxes $ (213,252 ) $ 9,582 Acquisition and integration costs 2,791 17,052 Impairment loss 199,500 — CEO transition costs 2,586 — Restructuring and related charges 742 1,591 Interest expense 21,664 7,666 Depreciation and amortization 14,763 3,582 Adjusted EBITDA $ 30,242 $ (1,448 ) $ 28,794 $ 26,129 $ 13,344 $ 39,473 (1) The figure for total segments equals the consolidated figure for such item. Our total assets by segment were as follows: (In thousands) March 31, 2020 December 31, 2019 Healthcare $ 563,027 $ 526,013 Nutrition 905,256 1,099,892 Total assets $ 1,468,283 $ 1,625,905 Concentrations of Risk As of March 31, 2020, we were subject to concentration of revenue risk related to the services that we provide. For the three months ended March 31, 2020, a significant portion (36%) of our consolidated revenues was derived from our SilverSneakers

Basis of Presentation and Rec_2

Basis of Presentation and Recent Developments (Policies)	3 Months Ended
	Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Basis of Presentation and Recent Developments	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 ® ® By their nature, estimates are subject to an inherent degree of uncertainty. Due We have reclassified certain items in prior periods to conform to current classifications. Following the acquisition of Nutrisystem (the “Merger”), we organize and manage our operations within two reportable segments, based on the types of products and services they offer: Healthcare and Nutrition. The Healthcare segment is comprised our legacy business and includes SilverSneakers ® senior fitness, Prime ® Fitness and WholeHealth Living ® . The Nutrition segment is comprised of Nutrisystem’s legacy business and includes the Nutrisystem ® and the South Beach Diet ® programs. 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, 2019. In late 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. In January 2020, COVID-19 spread to other countries, including the United States, and efforts to contain the spread of COVID-19 intensified. In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic, the United States declared a national emergency concerning the pandemic, and many state and local governments ordered all but certain essential businesses closed and imposed stay-at-home orders and social distancing guidelines for individuals to contain and combat the outbreak and spread of COVID-19, resulting in significantly reduced demand for many businesses that have continued in operation. Our operations and financial results have been significantly impacted by the pandemic, and we have taken a number of actions in response, including the following: • By March 31, 2020, substantially all of the fitness centers in our national network were temporarily closed, which had an adverse impact on the results of operations in our Healthcare segment for the first quarter of 2020 because a significant portion of our Healthcare segment revenues from our SilverSneakers program is based on member visits to a fitness partner location. • COVID-19-related developments did not have a material impact on the results of operations or cash flows of our Nutrition segment for the quarter ended March 31, 2020. While overall, we have not experienced any significant disruptions, interruptions, or increased costs related to our supply chain, inventory, or distribution channels as a result of COVID-19, we have experienced some delays in fulfilling orders for our Nutrition segment’s products due to some employees of our fulfillment provider testing positive for COVID-19 . • While the disruption caused by the COVID-19 pandemic is currently expected to be temporary, given the continued uncertainty surrounding COVID-19, in March 2020, we borrowed $75 million under our revolving credit facility as a precautionary measure to increase our cash position and maintain financial flexibility, which amount is due to be repaid in March 2024. The proceeds from the drawdown are available to be used for working capital and other general corporate purposes. As of March 31, 2020, outstanding debt under our credit agreement was $ 1,088 million , and we had $ 83.0 million of cash and cash equivalents. While the COVID-19 pandemic has created significant uncertainty as to general economic and market conditions for the remainder of 2020 and beyond, as of the date of this report, we believe our cash on hand, expected cash flows from operations, and anticipated available credit under the Credit Agreement will be sufficient to fund our operations, principal and interest payments, and capital expenditures for the next 12 months . • We are focused on preserving our liquidity and managing our cash flow, including, but not limited to, managing our working capital, optimizing tax savings under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), curtailing capital expenditures, reducing discretionary spending, and reducing compensation costs. In April 2020, we furloughed approximately 13% of our employees. The Company will continue to pay healthcare insurance premiums for the furloughed employees. The Compensation Committee of the Company’s Board of Directors (the “Board”) approved a 25% reduction in base salary for the Company’s executive officers and certain other employees for the period from April 20, 2020 through August 23, 2020. Additionally, the Board approved a 100% reduction in the annual cash retainer and annual committee retainers payable to non-management members of the Board who are standing for reelection at the 2020 Annual Meeting of Stockholders (except for Daniel G. Tully who does not receive compensation for his service on the Board) for a period of four months, beginning May 1, 2020 or as soon thereafter as reasonably practicable. We are taking a variety of measures to ensure the availability and functioning of our critical infrastructure, to promote the safety and security of our employees and to support the communities in which we operate. These measures include requiring remote working arrangements for employees where practicable. We are following public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions, the promotion of social distancing, and the adoption of work-from-home arrangements. • As a result of the COVID-19 pandemic, in March 2020, we experienced a significant decline in the Company’s market capitalization and in the actual and forecasted operating results of our Healthcare segment, in addition to the unfavorable change in market conditions . As a result, management concluded that there were triggering events during the first quarter of 2020 necessitating an impairment evaluation of our goodwill and indefinite-lived intangible assets. Through this evaluation, management concluded that the fair value of goodwill allocated to the Nutrition business unit as well as the fair value of the Nutrisystem tradename were below their carrying amounts, and we recorded an impairment loss of $199.5 million, including $80.0 million related to the Nutrisystem tradename and $119.5 million related to goodwill allocated to the Nutrition segment.
Recent Relevant Accounting Standards	In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “ Reference Rate Reform (“ASC 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. ASC 848 contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, such as a transition away from the use of LIBOR. The provisions of ASC 848 must be applied at a Topic, Subtopic or Industry Subtopic level for all transactions other than derivatives, which may be applied at a hedging relationship level. ASC 848 allows for different elections to be made at different points in time, and the timing of those elections will be documented as applicable. For the avoidance of doubt, we intend to reassess the elections of optional expedients and exceptions included within ASC 848 related to our hedging activities and will document the election of these items on a quarterly basis. ASC 848 is effective for the Company as of January 1, 2020 and will no longer be available to apply after December 31, 2022. In March 2020, we elected the expedient in ASC 848-50-25-2, which allows us to assume that our hedged interest payments are probable of occurring regardless of any expected modification in their terms related to reference rate reform. In October 2018, the FASB issued ASU 2018-16, "Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes" (“ASU 2018-16”), which adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition and provide lead time for entities to prepare for changes to interest rate risk hedging strategies. ASU 2018-16 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. As of March 31, 2020, the benchmark interest rate in our existing interest rate swap agreements is LIBOR. The adoption of this standard did not have an impact on our financial position, results of operations, or cash flows . 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 adopted ASU 2017-04 on October 1, 2019. As further discussed in Note 12, we recorded impairment losses related to goodwill during the fourth quarter of 2019 and the first quarter of 2020 In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which changes the fair value measurement disclosure requirements of ASC 820. ASU 2018-13 is effective for fiscal years beginning on or after December 15, 2019, including interim periods therein, and is generally required to be applied retrospectively, except for certain components that are to be applied prospectively. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in a software licensing arrangement. This standard is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires companies to measure credit losses for financial assets held at the reporting date utilizing a methodology that reflects current expected credit losses over the lifetime of such assets. ASU 2016-13 was effective for the Company on January 1, 2020 and is generally required to be applied using the modified retrospective approach, with limited exceptions for specific instruments. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures.

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2020
Summary of Information about Contract Assets and Contract Liabilities from Contracts with Customers	The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: (In thousands) March 31, 2020 December 31, 2019 Contract assets $ 250 $ 95 Contract liabilities $ 13,403 $ 10,911 Significant changes in the contract liabilities (deferred revenue) balance during the period are as follows: Three Months Ended March 31, (In thousands) 2020 Revenue recognized that was included in the contract liability (deferred revenue) balance on January 1, 2020 $ (5,717 ) Increases due to cash received for prepaid gift cards sold or unshipped food, excluding amounts recognized as revenue $ 8,209
Summary of Revenue from Prepaid Gift Cards Expected to be Recognized in Future Related to Performance Obligation Unsatisfied or Partially Satisfied	The following table includes estimated revenue from the prepaid gift cards expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period: (In thousands) Remaining 2020 $ 3,875 2021 2,366 2022 966 2023 382 2024 267 2025 202 $ 8,058
Healthcare
Summary of Revenue Disaggregated	The following table sets forth Healthcare revenue disaggregated by program. Revenue from our SilverSneakers program is predominantly contracted with Medicare Advantage and Medicare Supplement plans. (In thousands) Three Months Ended March 31, 2020 2019 SilverSneakers $ 121,606 $ 123,024 Prime Fitness 32,810 28,743 WholeHealth Living 5,049 4,575 Other 227 185 $ 159,692 $ 156,527
Nutrition
Summary of Revenue Disaggregated	The following table sets forth Nutrition segment revenue, from March 8, 2019 forward, disaggregated by the source of revenue: (In thousands) Three Months Ended March 31, 2020 2019 Direct to consumer $ 168,154 $ 52,654 Retail 5,448 4,304 QVC 4,187 522 Other 174 87 $ 177,963 $ 57,567

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	3 Months Ended
	Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Schedule of Reconciliation of Our Goodwill	A reconciliation of our goodwill balance is as follows: (In thousands) Healthcare Nutrition Consolidated Balance, January 1, 2020 $ 334,680 $ 319,955 $ 654,635 Impairment loss — (119,500 ) $ (119,500 ) Balance, March 31, 2020 $ 334,680 $ 200,455 $ 535,135 At March 31, 2020 and December 31, 2019, intangible assets not subject to amortization consist of tradenames of $509.0 million and $ 589.0

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Summary of Stock Options	A summary of our stock options as of March 31, 2020 and the changes during the three months then ended is presented below: Options Shares (In thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2020 319 $ 17.85 Granted — — Exercised (41 ) 14.96 Forfeited (4 ) 39.57 Outstanding at March 31, 2020 274 $ 17.94 3.8 $ — Exercisable at March 31, 2020 243 $ 15.43 3.3 $ —
Summary of Restricted Stock Awards	The follow i o w m e i o c a a activit durin th months then ended: Restricted Stock Awards Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2020 127 $ 19.42 Vested (86 ) 19.42 Forfeited (7 ) 19.42 Nonvested at March 31, 2020 34 $ 19.42
Summary of Restricted Stock Units	The follow i o w m e i o c a a activit durin th months then ended: Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2020 393 $ 21.16 Granted 438 12.76 Vested (21 ) 21.01 Forfeited (127 ) 20.07 Nonvested at March 31, 2020 683 $ 15.98
Summary of Performance-Based Stock Units	The follow i o w m a wel a activit durin th months then ended: Performance Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2020 (1) 407 $ 20.29 Granted 4 21.49 Vested (28 ) 20.31 Forfeited (101 ) 20.39 Nonvested at March 31, 2020 282 $ 20.27 (1) Excludes certain performance-based stock units that are no longer eligible to be earned based on fiscal 2019 performance.

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Schedule of Components of Lease Expense	The following table shows the components of lease expense for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, Three Months Ended March 31, (In thousands) 2020 2019 Finance lease cost: Amortization of leased assets $ 162 $ 12 Interest of lease liabilities 25 2 Operating lease cost 3,675 2,716 Short-term lease cost 129 33 Total lease cost before subleases $ 3,991 $ 2,763 Sublease income (1,401 ) (1,344 ) Total lease cost, net $ 2,590 $ 1,419
Schedule of Supplemental Cash Flow Information Related to Leases	Supplemental cash flow information related to leases is as follows: Three Months Ended March 31, Three Months Ended March 31, (In thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow attributable to operating leases $ (3,066 ) $ (1,547 ) Operating cash flow attributable to finance leases (25 ) (2 ) Financing cash flow attributable to finance leases (152 ) (11 ) Supplemental noncash information: Right-of-use assets obtained in exchange for operating lease liabilities (1) — 48,972 Right-of-use assets obtained in exchange for finance lease liabilities (1) — 181 (1) No new leases were entered into during the three months ended March 31

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Summary of Debt, Net of Unamortized Deferred Loan Costs And Original Issue Discount	The C o an o i n (In thousands) March 31, 2020 December 31, 2019 Term Loan A $ 280,000 $ 288,750 Term Loan B 775,000 786,250 Revolving credit facility 77,175 19,850 1,132,175 1,094,850 Less: deferred loan costs and original issue discount (44,576 ) (46,723 ) Total debt $ 1,087,599 $ 1,048,127

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis	T he following table presents our assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019. Level 2 (In thousands) March 31, 2020 December 31, 2019 Liabilities: Interest rate swap agreements $ 42,869 $ 16,238

Derivative Instruments and He_2

Derivative Instruments and Hedging Activities (Tables)	3 Months Ended
	Mar. 31, 2020
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Schedule of Estimated Gross Fair Values of Derivative Instruments and Their Classification on Consolidated Balance Sheet	The estimated gross fair values of derivative instruments and their classification on the consolidated balance sheet at March 31, 2020 and December 31, 2019 were as follows: (In thousands) March 31, 2020 December 31, 2019 Liabilities: Derivatives designated as hedging instruments: Current portion of long-term liabilities $ 14,317 $ 4,947 Other long-term liabilities 28,552 11,291 $ 42,869 $ 16,238
Schedule of Effect of Cash Flow Hedge Accounting on Accumulated OCI	The following table presents the effect of cash flow hedge accounting on accumulated OCI as of March 31 (In thousands) For the Three Months Ended Derivatives in Cash Flow Hedging Relationships March 31, 2020 March 31, 2019 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 27,752 — Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect $ (1,121 ) —

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Reconciliation of the Numerator and Denominator of Basic and Diluted Earnings (Loss) Per Share	Following is a r e c o ncili a tion of the n u merat o r a n d denom i nat o r of bas i c and d iluted earnin g s (loss) p e r share f o r the three months ended March 31, 2020 a n d 2019: (In thousands except per share data) Three Months Ended March 31, 2020 2019 Numerator: Net income (loss) $ (198,106 ) $ 4,214 Denominator: Shares used for basic income (loss) per share 48,613 42,745 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options — 127 Restricted stock awards — 16 Restricted stock units — 292 Performance stock units — 3 Shares used for diluted income (loss) per share (1) $ 48,613 $ 43,183 Earnings (loss) per share: Basic $ (4.08 ) $ 0.10 Diluted (1) $ (4.08 ) $ 0.10 Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive: Non-qualified stock options 162 80 Restricted stock units 263 56 Restricted stock awards 38 — Performance-based stock units 33 — (1) The impact of potentially dilutive securities for the three months ended March 31, 2020 was not considered because the impact would be anti-dilutive.

Accumulated OCI (Tables)

Accumulated OCI (Tables)	3 Months Ended
	Mar. 31, 2020
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]
Changes in Accumulated OCI	The following tables summarize the changes in accumulated OCI, net of tax, for the three months ended March 31, 2020: (In thousands) Net Change in Fair Value of Interest Rate Swaps Accumulated OCI, net of tax, as of January 1, 2020 $ (12,091 ) Other comprehensive income (loss) before reclassifications, net of tax of $7,088 (20,664 ) Amounts reclassified from accumulated OCI, net of tax of $286 835 Accumulated OCI, net of tax, as of March 31, 2020 $ (31,920 )
Schedule of Reclassifications Out of Accumulated OCI	The following table presents details about reclassifications out of accumulated OCI for the three months ended March 31, 2020: (In thousands) Three Months Ended March 31, 2020 Statement of Operations Classification Interest rate swaps $ 1,121 Interest expense (286 ) Income tax expense $ 835 Net of tax

Segment Disclosures and Conce_2

Segment Disclosures and Concentrations of Risk (Tables)	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Schedule of Reported Segment Revenues and Profit or Loss, and Reconciliation	The following table presents information about reported segment revenues and profit or loss, as well as a reconciliation of each such amount to consolidated totals : (In thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Healthcare Nutrition Total Segments Healthcare Nutrition Total Segments Revenues $ 159,692 $ 177,963 $ 337,655 $ 156,527 $ 57,567 $ 214,094 (1) Consolidated income (loss) before income taxes $ (213,252 ) $ 9,582 Acquisition and integration costs 2,791 17,052 Impairment loss 199,500 — CEO transition costs 2,586 — Restructuring and related charges 742 1,591 Interest expense 21,664 7,666 Depreciation and amortization 14,763 3,582 Adjusted EBITDA $ 30,242 $ (1,448 ) $ 28,794 $ 26,129 $ 13,344 $ 39,473 (1) The figure for total segments equals the consolidated figure for such item.
Schedule of Total Assets by Segment	Our total assets by segment were as follows: (In thousands) March 31, 2020 December 31, 2019 Healthcare $ 563,027 $ 526,013 Nutrition 905,256 1,099,892 Total assets $ 1,468,283 $ 1,625,905

Basis of Presentation and Rec_3

Basis of Presentation and Recent Developments - Additional Information (Details) $ in Thousands	Mar. 07, 2019Segment	Apr. 30, 2020	Mar. 31, 2020USD ($)	Mar. 31, 2020USD ($)Segment	Aug. 23, 2020	Dec. 31, 2019USD ($)	Mar. 31, 2019USD ($)	Dec. 31, 2018USD ($)
Basis Of Presentation And Recent Developments [Line Items]
Number of reportable segments | Segment	1			2
Outstanding debt			$ 1,087,599	$ 1,087,599		$ 1,048,127
Cash and cash equivalents			83,034	83,034		$ 2,486	$ 18,788	$ 1,933
Impairment of goodwill and intangible assets				199,500
Impairment loss of goodwill				119,500
Nutrisystem
Basis Of Presentation And Recent Developments [Line Items]
Impairment loss of goodwill				119,500
Nutrisystem | Tradename
Basis Of Presentation And Recent Developments [Line Items]
Impairment loss of intangibles				80,000
Subsequent Event
Basis Of Presentation And Recent Developments [Line Items]
Percentage of employees furloughed		13.00%
Executive Officers and Other Employees | Subsequent Event
Basis Of Presentation And Recent Developments [Line Items]
Percentage of reduction in base salary		25.00%
Non-management Members of Board | Scenario Forecast
Basis Of Presentation And Recent Developments [Line Items]
Percentage of reduction in annual cash retainer and annual committee retainers payable					100.00%
Reduction period of annual cash retainer and annual committee retainers payable					4 months
Revolving Credit Facility
Basis Of Presentation And Recent Developments [Line Items]
Borrowed under revolving credit facility used to increase cash position			77,200	77,200
Credit Agreement
Basis Of Presentation And Recent Developments [Line Items]
Outstanding debt			1,088,000	1,088,000
Credit Agreement | Revolving Credit Facility | COVID-19
Basis Of Presentation And Recent Developments [Line Items]
Borrowed under revolving credit facility used to increase cash position			$ 75,000	$ 75,000
Revolving credit facility, repayment month and year			2024-03

Revenue Recognition - Additiona

Revenue Recognition - Additional Information (Details)		Mar. 07, 2019Segment	Mar. 31, 2019USD ($)	Mar. 31, 2020USD ($)SegmentProgramObligationSource	Mar. 31, 2019USD ($)	Dec. 31, 2019USD ($)
Disaggregation Of Revenue [Line Items]
Number of reportable segments | Segment		1		2
Revenue, Practical Expedient, Initial Application and Transition, Qualitative Assessment				true
Revenue	[1]			$ 337,655,000	$ 214,094,000
Healthcare
Disaggregation Of Revenue [Line Items]
Number of programs | Program				3
Number of performance obligations | Obligation				1
Number of performance obligation unsatisfied | Obligation				0
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
Capitalized costs				$ 600,000		$ 500,000
Number of reportable segments | Segment				2
Revenue				$ 159,692,000	156,527,000
Nutrition
Disaggregation Of Revenue [Line Items]
Number of sources for revenue recognition | Source				4
Description of return of obligation				Direct to consumer customers may return unopened ready-to-go Nutrisystem products within 30 days after purchase in
Return of purchase order to refund or credit, period				30 days
Purchase order canceled of delivery, period				14 days
Revenue				$ 177,963,000	$ 57,567,000
Provision for estimated returns			$ 1,400,000	5,200,000
Nutrition | Accrued Liabilities
Disaggregation Of Revenue [Line Items]
Reserve for estimated returns				1,700,000		$ 800,000
Nutrition | Shipping and Handling Charges
Disaggregation Of Revenue [Line Items]
Revenue			$ 1,800,000	$ 6,500,000
[1]	The figure for total segments equals the consolidated figure for such item.

Revenue Recognition - Summary o

Revenue Recognition - Summary of Revenue Disaggregated by Program (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Disaggregation Of Revenue [Line Items]
Revenue	[1]	$ 337,655	$ 214,094
Healthcare
Disaggregation Of Revenue [Line Items]
Revenue		159,692	156,527
Healthcare | SilverSneakers
Disaggregation Of Revenue [Line Items]
Revenue		121,606	123,024
Healthcare | Prime Fitness
Disaggregation Of Revenue [Line Items]
Revenue		32,810	28,743
Healthcare | WholeHealth Living
Disaggregation Of Revenue [Line Items]
Revenue		5,049	4,575
Healthcare | Other
Disaggregation Of Revenue [Line Items]
Revenue		$ 227	$ 185
[1]	The figure for total segments equals the consolidated figure for such item.

Revenue Recognition - Summary_2

Revenue Recognition - Summary of Revenue Disaggregated by Source (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Disaggregation Of Revenue [Line Items]
Revenue	[1]	$ 337,655	$ 214,094
Nutrition
Disaggregation Of Revenue [Line Items]
Revenue		177,963	57,567
Nutrition | Direct to Consumer
Disaggregation Of Revenue [Line Items]
Revenue		168,154	52,654
Nutrition | Retail
Disaggregation Of Revenue [Line Items]
Revenue		5,448	4,304
Nutrition | QVC
Disaggregation Of Revenue [Line Items]
Revenue		4,187	522
Nutrition | Other
Disaggregation Of Revenue [Line Items]
Revenue		$ 174	$ 87
[1]	The figure for total segments equals the consolidated figure for such item.

Revenue Recognition - Summary_3

Revenue Recognition - Summary of Information about Receivables, Contract Assets and Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Revenue From Contract With Customer [Abstract]
Contract assets	$ 250	$ 95
Contract liabilities	$ 13,403	$ 10,911

Revenue Recognition - Summary_4

Revenue Recognition - Summary of Significant Changes in Contract Liabilities (Deferred Revenue) Balance (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Revenue From Contract With Customer [Abstract]
Revenue recognized that was included in the contract liability (deferred revenue) balance on January 1, 2020	$ (5,717)
Increases due to cash received for prepaid gift cards sold or unshipped food, excluding amounts recognized as revenue	$ 8,209

Revenue Recognition - Summary_5

Revenue Recognition - Summary of Revenue from Prepaid Gift Cards Expected to be Recognized in Future Related to Performance Obligation Unsatisfied or Partially Satisfied (Details) $ in Thousands	Mar. 31, 2020USD ($)
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation, amount	$ 8,058
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-04-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation, amount	$ 3,875
Revenue, remaining performance obligation, expected timing of satisfaction, period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation, amount	$ 2,366
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation, amount	$ 966
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation, amount	$ 382
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation, amount	$ 267
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation, amount	$ 202
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

Revenue Recognition - Summary_6

Revenue Recognition - Summary of Revenue from Prepaid Gift Cards Expected to be Recognized in Future Related to Performance Obligation Unsatisfied or Partially Satisfied (Details 1) $ in Thousands	Mar. 31, 2020USD ($)
Revenue From Contract With Customer [Abstract]
Revenue, remaining performance obligation, amount	$ 8,058

Revenue Recognition - Additio_2

Revenue Recognition - Additional Information (Details 1)	3 Months Ended
	Mar. 31, 2020
Revenue From Contract With Customer [Abstract]
Revenue, practical expedient, financing component [true false]	true

Inventories - Additional Inform

Inventories - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Reserve for excess and obsolete inventory	$ 1.5	$ 1.8

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Impairment loss of goodwill	$ 119,500
Tradename
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets not subject to amortization	509,000	$ 589,000
Nutrisystem
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Impairment loss of goodwill	119,500
Nutrisystem | Tradename
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Impairment loss of intangibles	$ 80,000

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill - Reconciliation of Goodwill Balance (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Goodwill [Line Items]
Beginning balance	$ 654,635
Impairment loss	(119,500)
Ending balance	535,135
Healthcare
Goodwill [Line Items]
Beginning balance	334,680
Ending balance	334,680
Nutrition
Goodwill [Line Items]
Beginning balance	319,955
Impairment loss	(119,500)
Ending balance	$ 200,455

Marketing Expenses - Additional

Marketing Expenses - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2020	Dec. 31, 2019
Marketing And Advertising Expense [Abstract]
Media expense	$ 20.3	$ 77.3
Prepaid for future advertisements and promotions		$ 1.2	$ 5

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Details)	3 Months Ended
	Mar. 31, 2020USD ($)Type	Mar. 31, 2019USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Types of share based awards | Type	4
Share based awards, description	We currently have four types of share-based awards outstanding to our employees and directors: stock options, restricted stock awards, restricted stock units, and performance-based stock units.
Share-based compensation costs	$ 800,000	$ 2,400,000
Restructuring and Related Charges
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation costs	$ 40,000	$ 100,000
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Each of share based awards, vesting period	1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Each of share based awards, vesting period	4 years

Share-Based Compensation - Summ

Share-Based Compensation - Summary of Stock Options (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Shares [Roll Forward]
Outstanding, beginning of period (in shares) | shares	319
Exercised (in shares) | shares	(41)
Forfeited (in shares) | shares	(4)
Outstanding, end of period (in shares) | shares	274
Exercisable, end of period (in shares) | shares	243
Weighted-Average Exercise Price [Roll Forward]
Outstanding, beginning of period (in dollars per share) | $ / shares	$ 17.85
Exercised (in dollars per share) | $ / shares	14.96
Forfeited (in dollars per share) | $ / shares	39.57
Outstanding, end of period (in dollars per share) | $ / shares	17.94
Exercisable, end of period (in dollars per share) | $ / shares	$ 15.43
Weighted-Average Remaining Contractual Term [Abstract]
Outstanding	3 years 9 months 18 days
Exercisable	3 years 3 months 18 days

Share-Based Compensation - Su_2

Share-Based Compensation - Summary of Restricted Stock Awards (Details) - Restricted Stock Awards shares in Thousands	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Shares [Roll Forward]
Nonvested, beginning of period (in shares) | shares	127
Vested (in shares) | shares	(86)
Forfeited (in shares) | shares	(7)
Nonvested, end of period (in shares) | shares	34
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share) | $ / shares	$ 19.42
Vested (in dollars per share) | $ / shares	19.42
Forfeited (in dollars per share) | $ / shares	19.42
Nonvested, end of period (in dollars per share) | $ / shares	$ 19.42

Share-Based Compensation - Su_3

Share-Based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) shares in Thousands	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Shares [Roll Forward]
Nonvested, beginning of period (in shares) | shares	393
Granted (in shares) | shares	438
Vested (in shares) | shares	(21)
Forfeited (in shares) | shares	(127)
Nonvested, end of period (in shares) | shares	683
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share) | $ / shares	$ 21.16
Granted (in dollars per share) | $ / shares	12.76
Vested (in dollars per share) | $ / shares	21.01
Forfeited (in dollars per share) | $ / shares	20.07
Nonvested, end of period (in dollars per share) | $ / shares	$ 15.98

Share-Based Compensation - Su_4

Share-Based Compensation - Summary of Performance Stock Units (Details) - Performance-Based Stock Units shares in Thousands	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Shares [Roll Forward]
Nonvested, beginning of period (in shares) | shares	407	[1]
Granted (in shares) | shares	4
Vested (in shares) | shares	(28)
Forfeited (in shares) | shares	(101)
Nonvested, end of period (in shares) | shares	282
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share) | $ / shares	$ 20.29	[1]
Granted (in dollars per share) | $ / shares	21.49
Vested (in dollars per share) | $ / shares	20.31
Forfeited (in dollars per share) | $ / shares	20.39
Nonvested, end of period (in dollars per share) | $ / shares	$ 20.27
[1]	Excludes certain performance-based stock units that are no longer eligible to be earned based on fiscal 2019 performance

Income Taxes- Additional Inform

Income Taxes- Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating Loss Carryforwards [Line Items]
Effective tax rate	7.10%	56.00%
Increase in income tax expense		$ 2,700
Impairment loss of goodwill	$ 119,500
Earliest Tax Year
Operating Loss Carryforwards [Line Items]
Open tax year	2016
State
Operating Loss Carryforwards [Line Items]
Increase in valuation allowance on deferred tax assets related to net operating loss carryforwards		1,800
Reduction in deferred tax asset related to income tax credits		$ (900)

Leases - Additional Information

Leases - Additional Information (Details)	3 Months Ended
	Mar. 31, 2020Agreement
Lessee Lease Description [Line Items]
Number of sublease agreements	3
Minimum
Lessee Lease Description [Line Items]
Remaining lease terms	1 year
Maximum
Lessee Lease Description [Line Items]
Remaining lease terms	5 years

Leases - Schedule of Components

Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Leases [Abstract]
Amortization of leased assets	$ 162	$ 12
Interest of lease liabilities	25	2
Operating lease cost	3,675	2,716
Short-term lease cost	129	33
Total lease cost before subleases	3,991	2,763
Sublease income	(1,401)	(1,344)
Total lease cost, net	$ 2,590	$ 1,419

Leases - Schedule of Supplement

Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow attributable to operating leases		$ (3,066)	$ (1,547)
Operating cash flow attributable to finance leases		(25)	(2)
Financing cash flow attributable to finance leases		$ (152)	(11)
Supplemental noncash information:
Right-of-use assets obtained in exchange for operating lease liabilities	[1]		48,972
Right-of-use assets obtained in exchange for finance lease liabilities	[1]		$ 181
[1]	No new leases were entered into during the three months ended March 31

Debt - Summary of Debt, Net of

Debt - Summary of Debt, Net of Unamortized Deferred Loan Costs And Original Issue Discount (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt, net of unamortized original issue discount	$ 1,132,175	$ 1,094,850
Less: deferred loan costs and original issue discount	(44,576)	(46,723)
Total debt	1,087,599	1,048,127
Term Loan A
Debt Instrument [Line Items]
Debt, net of unamortized original issue discount	280,000	288,750
Term Loan B
Debt Instrument [Line Items]
Debt, net of unamortized original issue discount	775,000	786,250
Revolving Credit Facility
Debt Instrument [Line Items]
Debt, net of unamortized original issue discount	$ 77,175	$ 19,850

Debt - Credit Facility - Additi

Debt - Credit Facility - Additional Information (Details)	Mar. 08, 2019USD ($)	May 31, 2019Agreement	Mar. 31, 2020USD ($)	Mar. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Line Of Credit Facility [Line Items]
Outstanding debt			$ 1,087,599,000	$ 1,087,599,000	$ 1,048,127,000
Interest Rate Swap Agreements
Line Of Credit Facility [Line Items]
Number of agreements held for maturity | Agreement		8
Derivative maturity month and year		2024-05
Derivative, notional amount			800,000,000	800,000,000
Interest Rate Swap Agreements | LIBOR
Line Of Credit Facility [Line Items]
Derivative, fixed interest rate		2.20%
Revolving Credit Facility
Line Of Credit Facility [Line Items]
Available borrowing capacity			$ 47,300,000	47,300,000
Credit Agreement
Line Of Credit Facility [Line Items]
Initiation date			Mar. 8, 2019
Outstanding debt			$ 1,088,000,000	1,088,000,000
Debt instrument, prepayments description			We are required to make prepayments on the Term Loans equal to our excess cash flow for a given fiscal year multiplied by the following excess cash flow percentages (such resulting payment an “Excess Cash Flow Payment”) based on our net leverage ratio (as defined in the Credit Agreement) on the last day of such fiscal year: (a) 75% if the net leverage ratio is greater than 3.75:1, (b) 50% if the net leverage ratio is equal to or less than 3.75:1 but greater than 3.25:1 (c) 25% if the net leverage ratio is equal to or less than 3.25:1 but greater than 2.75:1, and (d) 0% if the net leverage ratio is equal to or less than 2.75:1
Net leverage ratio for next twelve month			5.75
Net leverage ratio in year two			5.25
Net leverage ratio thereafter			4.75
Net leverage ratio one			4.25
Credit Agreement | Federal Funds Rate
Line Of Credit Facility [Line Items]
Basis spread on variable rate	0.50%
Credit Agreement | One-Month LIBOR
Line Of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
Credit Agreement | Net Leverage Ratio Greater Than 3.75:1
Line Of Credit Facility [Line Items]
Excess cash flow percentage			75.00%
Net leverage ratio			375.00%
Credit Agreement | Net Leverage Ratio Equal To or Less Than 3.75:1 but Greater Than 3.25:1
Line Of Credit Facility [Line Items]
Excess cash flow percentage			50.00%
Net leverage ratio			325.00%
Credit Agreement | Net Leverage Ratio Equal To or Less Than 3.25:1 but Greater Than 2.75:1
Line Of Credit Facility [Line Items]
Excess cash flow percentage			25.00%
Net leverage ratio			275.00%
Credit Agreement | Net Leverage Ratio Equal To or Less Than 2.75:1
Line Of Credit Facility [Line Items]
Excess cash flow percentage			0.00%
Credit Agreement | Minimum
Line Of Credit Facility [Line Items]
Unused commitment fee percentage	0.25%
Credit Agreement | Minimum | LIBOR
Line Of Credit Facility [Line Items]
Variable rate basis	0.00%
Credit Agreement | Maximum
Line Of Credit Facility [Line Items]
Unused commitment fee percentage	0.50%
Credit Agreement | Revolving Credit Facility
Line Of Credit Facility [Line Items]
Maximum borrowing capacity	$ 125,000,000
Maturity date			Mar. 8, 2024
Credit Agreement | Revolving Credit Facility | Minimum | LIBOR
Line Of Credit Facility [Line Items]
Margin rate	3.75%
Credit Agreement | Revolving Credit Facility | Minimum | Base Rate
Line Of Credit Facility [Line Items]
Margin rate	2.75%
Credit Agreement | Revolving Credit Facility | Maximum | LIBOR
Line Of Credit Facility [Line Items]
Margin rate	4.25%
Credit Agreement | Revolving Credit Facility | Maximum | Base Rate
Line Of Credit Facility [Line Items]
Margin rate	3.25%
Credit Agreement | Swingline Sub Facility
Line Of Credit Facility [Line Items]
Maximum borrowing capacity	$ 35,000,000
Maturity date			Mar. 8, 2024
Credit Agreement | Letters of Credit Sub Facility
Line Of Credit Facility [Line Items]
Maximum borrowing capacity	50,000,000
Credit Agreement | Term Loan Facility A
Line Of Credit Facility [Line Items]
Debt instrument, face amount	$ 350,000,000
Periodic principal payment as percentage of aggregate principal amount	2.50%
Maturity date			Mar. 8, 2024
Credit Agreement | Term Loan Facility A | LIBOR
Line Of Credit Facility [Line Items]
Margin rate	4.25%
Credit Agreement | Term Loan Facility A | Base Rate
Line Of Credit Facility [Line Items]
Margin rate	3.25%
Credit Agreement | Term Loan Facility B
Line Of Credit Facility [Line Items]
Debt instrument, face amount	$ 830,000,000
Periodic principal payment as percentage of aggregate principal amount	0.75%
Maturity date			Mar. 8, 2026
Credit Agreement | Term Loan Facility B | LIBOR
Line Of Credit Facility [Line Items]
Margin rate	5.25%
Credit Agreement | Term Loan Facility B | Base Rate
Line Of Credit Facility [Line Items]
Margin rate	4.25%
Credit Agreement | Uncommitted Incremental Accordion Facility | Minimum
Line Of Credit Facility [Line Items]
Maximum borrowing capacity	$ 125,000,000
Percentage of consolidated EBITDA requirement	50.00%
Credit Agreement | Term Loans
Line Of Credit Facility [Line Items]
Payments on term loans				$ 125,000,000
Maturity date				Mar. 31, 2021

Commitments and Contingencies -

Commitments and Contingencies - Additional Information - (Details)	Nov. 06, 2017Lawsuit$ / shares	Mar. 31, 2020$ / shares	Dec. 31, 2019$ / shares
Commitments And Contingencies Disclosure [Abstract]
Common stock, par value (in dollars per share) | $ / shares	$ 0.001	$ 0.001	$ 0.001
Number of lawsuits filed	4
Number of lawsuits dismissed	3

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Interest Rate Swap Agreements | Fair Value, Measurements, Recurring | Level 2
Liabilities:
Liabilities measured at fair value	$ 42,869	$ 16,238

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)Tradename
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Impairment loss of goodwill	$ 119,500
Number of tradenames | Tradename	2
Revolving Credit Facility
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Line of credit	$ 77,200
Line of credit fair value	59,800
Term Loans
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Debt instrument fair value	851,000
Debt instrument carrying amount	1,010,400
Carrying Value
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cash and cash equivalents	83,000
Nutrition
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Impairment loss of goodwill	119,500
Nutrisystem
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Impairment loss of goodwill	119,500
Nutrisystem | Tradename
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Impairment loss of intangibles	$ 80,000

Derivative Instruments and He_3

Derivative Instruments and Hedging Activities - Additional Information (Details) - Cash Flow Hedges - Derivatives Designated as Hedging Instruments - Interest Rate Swap Agreements	1 Months Ended
	May 31, 2019Agreement	Mar. 31, 2020USD ($)
Derivative [Line Items]
Number of amortizing interest rate swap agreements | Agreement	8
Derivative maturity month and year	2024-05
Derivative, fixed interest rate	2.20%
Derivative, notional amount		$ 800,000,000
Derivative amount reclassify from accumulated OCI to interest expense within next 12 months		$ 14,800,000

Derivative Instruments and He_4

Derivative Instruments and Hedging Activities - Schedule of Estimated Gross Fair Values of Derivative Instruments and Their Classification on Consolidated Balance Sheet (Details) - Cash Flow Hedges - Derivatives Designated as Hedging Instruments - Interest Rate Swap Agreements - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Liabilities:
Derivative liabilities	$ 42,869	$ 16,238
Current Portion of Long-term Liabilities
Liabilities:
Current portion of long-term liabilities	14,317	4,947
Other Long-term Liabilities
Liabilities:
Other long-term liabilities	$ 28,552	$ 11,291

Derivative Instruments and He_5

Derivative Instruments and Hedging Activities - Schedule of Effect of Cash Flow Hedge Accounting on Accumulated OCI (Details) - Cash Flow Hedges - Derivatives Designated as Hedging Instruments - Interest Rate Swap Agreements $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Derivative Instruments Gain Loss [Line Items]
Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect	$ 27,752
Interest Expense
Derivative Instruments Gain Loss [Line Items]
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect	$ (1,121)

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
		Mar. 31, 2020	Mar. 31, 2019
Numerator [Abstract]
Net income (loss)		$ (198,106)	$ 4,214
Denominator [Abstract]
Shares used for basic income (loss) per share		48,613	42,745
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Shares used for diluted income (loss) per share	[1]	48,613	43,183
Earnings (loss) per share, Basic		$ (4.08)	$ 0.10
Earnings (loss) per share, Diluted	[1]	$ (4.08)	$ 0.10
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 per share because their effect is anti-dilutive (in shares)		162	80
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 per share because their effect is anti-dilutive (in shares)		263	56
Restricted Stock Awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive (in shares)		38
Performance-Based Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive (in shares)		33
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)			127
Restricted Stock Awards
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)			16
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)			292
Performance-Based 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)			3
[1]	The impact of potentially dilutive securities for the three months ended March 31, 2020 was not considered because the impact would be anti-dilutive.

Accumulated OCI - Changes in Ac

Accumulated OCI - Changes in Accumulated OCI, Net of Tax (Details) - Net Change in Fair Value of Interest Rate Swaps $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Changes in accumulated OCI, net of tax [Roll Forward]
Balance	$ (12,091)
Other comprehensive income (loss) before reclassifications, net	(20,664)
Amounts reclassified from accumulated OCI, net of tax	835
Balance	$ (31,920)

Accumulated OCI - Changes in _2

Accumulated OCI - Changes in Accumulated OCI, Net of Tax (Parenthetical) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]
Other comprehensive income before reclassifications, tax	$ 7,088
Amounts reclassified from accumulated OCI, tax	$ 286

Accumulated OCI - Schedule of R

Accumulated OCI - Schedule of Reclassifications Out of Accumulated OCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ 21,664	$ 7,666
Income tax expense	15,146	$ (5,368)
Interest Rate Swap Agreements
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Net of tax	835
Reclassifications Out of Accumulate OCI
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Income tax expense	(286)
Net of tax	835
Reclassifications Out of Accumulate OCI | Interest Rate Swap Agreements
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ 1,121

Segment Disclosures and Conce_3

Segment Disclosures and Concentrations of Risk - Additional Information (Details) - Segment	Mar. 07, 2019	Mar. 31, 2020
Entity Wide Revenue Major Customer [Line Items]
Number of reportable segments	1	2
SilverSneakers Senior Fitness
Entity Wide Revenue Major Customer [Line Items]
Percentage of concentration risk		36.00%

Segment Disclosures and Conce_4

Segment Disclosures and Concentrations of Risk - Schedule of Reported Segment Revenues and Profit or Loss, and Reconciliation (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Segment Reporting Information [Line Items]
Revenue	[1]	$ 337,655	$ 214,094
Income (loss) before income taxes		(213,252)	9,582
Acquisition and integration costs		2,791	17,052
Impairment loss		199,500
Restructuring and related charges		742	1,591
Interest expense		21,664	7,666
Depreciation and amortization		14,763	3,582
Adjusted EBITDA		28,794	39,473
CEO
Segment Reporting Information [Line Items]
CEO transition costs		2,586
Healthcare
Segment Reporting Information [Line Items]
Revenue		159,692	156,527
Adjusted EBITDA		30,242	26,129
Nutrition
Segment Reporting Information [Line Items]
Revenue		177,963	57,567
Adjusted EBITDA		$ (1,448)	$ 13,344
[1]	The figure for total segments equals the consolidated figure for such item.

Segment Disclosures and Conce_5

Segment Disclosures and Concentrations of Risk - Schedule of Total Assets by Segment (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Total assets	$ 1,468,283	$ 1,625,905
Healthcare
Segment Reporting Information [Line Items]
Total assets	563,027	526,013
Nutrition
Segment Reporting Information [Line Items]
Total assets	$ 905,256	$ 1,099,892