8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  November 5, 2020

TIVITY HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19364	62-1117144
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Cool Springs Boulevard Franklin, Tennessee	37067
(Address of principal executive offices)	(Zip Code)

(800) 869-5311

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock - $.001 par value	TVTY	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2020, Tivity Health, Inc. (the “Company”) issued a press release announcing earnings results for the third quarter ended September 30, 2020, the text of which is attached hereto as Exhibit 99.1. In addition, the Company posted the supplemental information included in Exhibit 99.2 for the third quarter of 2020 to its website at www.tivityhealth.com.  The information furnished pursuant to this Item 2.02, Exhibit 99.1, and Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1	Press Release dated November 5, 2020
Exhibit 99.2	Supplemental Information
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TIVITY HEALTH, INC.
By:	/s/ Adam Holland
	Name: Adam Holland
	Title: Chief Financial Officer

Date:  November 5, 2020

EX-99.1

Exhibit 99.1

TIVITY HEALTH DELIVERS STRONG RESULTS FOR THIRD QUARTER 2020

———————————

DIGITAL VISITS SURPASS ONE MILLION YEAR-TO-DATE

———————————

2021 HEALTH PLAN CONTRACT RENEWALS AT 99%

———————————

NUTRITION DIVESTITURE WILL STRENGTHEN THE BALANCE SHEET AND ENABLE FOCUS AND INVESTMENT IN THE HEALTHCARE BUSINESS

NASHVILLE, Tenn. (November 5, 2020) - Tivity Health, Inc. (NASDAQ:TVTY), today announced financial results for the third quarter ended September 30, 2020.

“The Healthcare and Nutrition divisions both delivered strong performance this quarter.  SilverSneakers continues to show strong brand affinity through the acceleration and continued adoption of our digital portfolio. Our healthcare business had another robust renewal and selling season. We will retain virtually all of our current health plan customers and gain net new eligible members in SilverSneakers from new clients and expanded markets,” said Richard Ashworth, President & Chief Executive Officer.  “Divesting the Nutrition division will significantly strengthen our balance sheet and will provide a great foundation to drive growth and to accelerate the execution of our strategic plan.”

Third Quarter Highlights and Business Update:

• Healthcare division adjusted EBITDA increased by 5% compared to the prior year;

• Healthcare division virtual visits grew by nearly 30% quarter over quarter;

• Healthcare division year to date virtual visits through October surpassed one million;

• Added over 350,000 new SilverSneakers eligibles for 2021 through new client wins and market expansions;  

• Nutrisystem brand direct to consumer (DTC) revenue grew by 20% versus the prior year, driven by a 31% increase in revenue from new customers;

• Executing on a Company-wide operational realignment that results in an organization that is lean, efficient and optimized for growth with capital available for necessary investments to enable us to deliver on strategic priorities;

• Ended the quarter with cash on hand of $56.4 million after prepaying $39.7 million of principal amortization on term loan debt, resulting in the Company’s next quarterly installment being due in March 2022.

Mr. Ashworth continued, “In pursuit of a member-centric organization, we are focused on our healthcare business that will leverage SilverSneakers, Prime and WholeHealth Living, combining them with innovative digital engagement tools and data.   We are delivering new fitness offerings and social connectivity to engage more members in an omnichannel way: in the gym, through our virtual channels, and in the community to become a modern destination for healthy living. We will partner with best-in-class healthcare and consumer data partners to provide insights and power a digital engagement platform.”

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Sale of the Nutrition Business

As previously announced, the Company has entered into a definitive agreement with Kainos Capital to divest Tivity Health’s Nutrition Business, which includes Nutrisystem^® and South Beach Diet^®, for a purchase price of $575 million in cash.

Upon closing of the transaction, Tivity Health will use a significant majority of the divestiture net proceeds to pay down debt, which will materially de-lever its balance sheet and provide significant additional financial flexibility to support the growth of its go-forward, focused Healthcare business.

The transaction is expected to close in the fourth quarter of this year, subject to the receipt of regulatory approval and other customary closing conditions, and is expected to result in a fourth quarter 2020 post-close net leverage ratio (as defined in the Company’s credit agreement) of no more than 2.8 times.

Third Quarter 2020 Financial Information

Dollars in millions, except per-share data

See pages 12-14 for a reconciliation of non-GAAP financial measures

	Three Months Ended September 30,
	2020	2019
Revenues	$254.9	$303.9
Net Income (Loss)	$(42.4)	$13.9
Net Income (Loss) Margin	(16.6)%	4.6%
Adjusted EBITDA	$68.7	$56.8
Adjusted EBITDA Margin	26.9%	18.7%
Diluted Earnings Per Share	$(0.87)	$0.29
Adjusted Earnings Per Share	$0.72	$0.46
Cash Flows from Operating Activities	$34.0	$35.2
Free Cash Flow	$31.1	$28.8

Total revenues in the third quarter of $254.9 million decreased $49.0 million, or approximately 16%, compared to the third quarter of 2019, driven by a decrease in Healthcare segment revenues of $64.5 million, or approximately 40%, partially offset by an increase in Nutrition segment revenues of $15.5 million, or approximately 11%.

Net income (loss) for the third quarter was $(42.4) million, a decrease of $56.3 million compared to the third quarter of 2019.  Adjusted EBITDA was $68.7 million for the third quarter, representing an increase of approximately $11.9 million compared to the third quarter of 2019.  This increase was driven by an increase in Nutrition segment adjusted EBITDA of $10.1 million and an increase in Healthcare segment adjusted EBITDA of $1.8 million.

Net debt (total debt less cash and cash equivalents) improved by $33.7 million during the third quarter due to cash flow generation.  During the third quarter, the Company prepaid $39.7 million of principal amortization on its term loan debt, resulting in the Company’s next quarterly installment being due in March 2022.  

Healthcare Segment

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Dollars in millions

	Three Months Ended September 30,
	2020	2019
Healthcare Revenues	$95.5	$160.0
Healthcare Adjusted EBITDA	$41.0	$39.2
Healthcare Adjusted EBITDA Margin	42.9%	24.5%

Revenues in the Healthcare segment for the third quarter of 2020 decreased by $64.5 million compared to the third quarter of 2019, primarily as a result of a significant decrease in SilverSneakers revenue of $56.0 million resulting from fewer revenue-generating visits due to the COVID-19 pandemic.  Additionally, Prime Fitness revenue decreased by $8.8 million primarily due to membership terminations and suspensions.  

The Company’s revenue profile during the third quarter of 2020 is substantially different from the prior year due to the COVID-19 pandemic.  Revenue from per-member-per-month fees represented 59% of the Company’s SilverSneakers revenue in the third quarter of 2020, compared to 33% in the same quarter of 2019.    

Adjusted EBITDA for the Healthcare segment for the third quarter of 2020 increased by $1.8 million compared to the third quarter of 2019, with adjusted EBITDA margin improving by over 1,800 basis points.  The primary drivers include the high mix of per-member-per-month fees for SilverSneakers coupled with a reduction in fitness location visit costs for SilverSneakers and Prime, and cost reductions.

Nutrition Segment

Dollars in millions

	Three Months Ended September 30,
	2020	2019
Nutrition Revenues	$159.4	$143.9
Nutrition Adjusted EBITDA	$27.7	$17.7
Nutrition Adjusted EBITDA Margin	17.4%	12.3%

Revenues in the Nutrition segment for the third quarter of 2020 increased by $15.5 million compared to the third quarter of 2019, driven by a $24.9 million, or 20%, increase in Nutrisystem brand DTC revenue.  This increase in revenue was partially offset by a decrease in non-core channels of $9.7 million.  

Adjusted EBITDA for the Nutrition segment in the third quarter of 2020 increased by $10.1 million compared to the third quarter of 2019, with adjusted EBITDA margin improving by 512 basis points.  The primary drivers were improved marketing efficiency and a decrease in television media as a percentage of total media expenses as the Company allocated more spending to its digital marketing program, combined with savings in employee compensation resulting from cost reduction plans and temporary salary reductions.

Outlook

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Based on the Healthcare segment’s revenue and adjusted EBITDA⁽¹⁾ performance through the third quarter of 2020 and the outlook for the remainder of 2020, Tivity Health is providingguidance for annual 2020 Healthcare segment revenue in a range of $425million to $432 million and adjusted EBITDA in a range of $143 million to $145 million.  

“We believe the financial and operational performance of our Healthcare segment in the second and third quarters reflect the ability of our business to address the challenges of the pandemic.  Based on early fourth quarter activity, we anticipate utilization costs in our Prime and WholeHealth Living businesses to increase as compared to the third quarter.  We remain focused on managing the business with financial discipline and completing the Nutrition segment divestiture, and we look forward to investing in our healthcare business for 2021 and beyond,” said Adam Holland, Chief Financial Officer.

⁽¹⁾ Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization, restructuring expense, acquisition, integration, and project costs, transaction-related costs, impairment loss and CEO transition expenses.

Conference Call

Tivity Health will hold a conference call to discuss this release today at 5:00 p.m. Eastern Time.  Investors will have the opportunity to listen to the conference call live by dialing 877-683-2218 or 647-689-5447 for international callers, and referencing code 1381965 or over the Internet by going to www.tivityhealth.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a telephonic replay will be available for one week at 800-585-8367 or 416-621-4642 for international callers, code 1381965, and the replay will also be available on the Company's website for the next 12 months.

About Tivity Health

Tivity Health^® Inc. (Nasdaq: TVTY) is a leading provider of healthy life-changing solutions, including SilverSneakers^®, Nutrisystem^®, Prime^® Fitness, Wisely Well^TM, South Beach Diet^®, and WholeHealth Living^®.  We are actively addressing the social determinants of health, defined as the conditions in which we work, live and play. From improving health outcomes to reversing the narrative on inactivity, food insecurity, social isolation and loneliness, we are making a difference and are transforming the way we do health. Learn more at www.tivityhealth.com.

Non-GAAP Financial Measures

This press release contains certain non-GAAP financial measures. Reconciliations of certain of these non-GAAP measures to the comparable GAAP measures are included on pages 12-14.    

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain statements that are “forward-looking” statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based upon current expectations and include all statements that are not historical statements of fact and those regarding the intent, belief or expectations, including, without limitation, statements that are accompanied by words such as “will,” “expect,” “outlook,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” or other similar words, phrases or expressions and variations or negatives of these words. These forward-looking

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statements include, but are not limited to, the Company’s statements regarding its future financial performance. Readers of this press release should understand that these statements are not guarantees of performance or results. Many risks and uncertainties could affect actual results and cause them to vary materially from the forward-looking statements.

These risks and uncertainties include, among other things: the Company's ability to consummate the announced transaction on the terms set forth in the purchase agreement; the risk that the conditions to the consummation of the announced transaction may not be satisfied on the terms expected or on the anticipated schedule; the risk of the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the failure to receive the anticipated benefits from the transaction; the risk of business disruption and customer loss (including, without limitation, difficulties in maintaining relationships with employees, customers or vendors); the risk that the Company’s expectations regarding the effect of the announced transaction on the Company’s leverage profile may not be achieved; risks related to diverting management attention from ongoing business operations; the outcome of any legal proceedings that may be instituted against the Company related to the transaction; the profitability of the Company’s healthcare business following consummation of the announced transaction; impacts from the COVID-19 pandemic (including the response of governmental authorities to combat and contain the pandemic and the closure of fitness centers in the Company’s national network) on the Company’s business, operations or liquidity; the risk that the significant indebtedness incurred in connection with the acquisition of Nutrisystem may limit the Company’s ability to adapt to changes in the economy or market conditions, expose the Company to interest rate risk for the variable rate indebtedness and require a substantial portion of cash flows from operations to be dedicated to the payment of indebtedness;the Company’s ability to service its debt, make principal and interest payments as those payments become due, and remain in compliance with its debt covenants; the risks associated with changes in macroeconomic conditions (including the impacts of any recession resulting from the COVID-19 pandemic), widespread epidemics, pandemics (such as the current COVID-19 pandemic) or other outbreaks of disease, geopolitical turmoil, and the continuing threat of domestic or international terrorism; the Company’s ability to collect accounts receivable from its customers and amounts due under its sublease agreements; the market’s acceptance of the Company’s new products and services; the Company’s ability to develop and implement effective strategies andtoanticipateandrespondtostrategicchanges,opportunities,andemergingtrendsinthe Company’sindustryand/orbusiness, as well as toaccuratelyforecasttherelatedimpactonthe Company’s revenuesandearnings; counterparty risk associated with the Company’s interest rate swap agreements; the Company’s abilitytoobtainadequatefinancingtoprovidethecapitalthatmaybenecessarytosupportits current or futureoperations; theimpactofanyimpairmentofthe Company’sgoodwill,intangibleassets,orotherlong-termassets; the risks associated with potential failures of the Company’s information systems, including as a result of telecommuting issues associated with the Company’semployees working remotely; therisksassociatedwithdataprivacyorsecuritybreaches,computerhacking,networkpenetrationandotherillegalintrusionsof the Company’sinformationsystemsorthoseofthird-partyvendorsorotherserviceproviders,whichmayresultinunauthorized access by third parties, loss, misappropriation, disclosure or corruption of customer, employee or the Company’sinformation, or other data subject to privacy lawsand may leadto a disruption in the Company’sbusiness, costs to modify, enhance, or remediate its cybersecurity measures, enforcementactions,finesor litigationagainstthe Company, or damage to its business reputation; theimpactofanyneworproposedlegislation,regulationsandinterpretationsrelatingtoMedicare,MedicareAdvantage, Medicare Supplement, e-commerce, advertising, and privacy and security laws; the impact of a reduction in Medicare Advantage health plan reimbursement rates or changes in plan design; the Company’s ability to attract, hire, or retain key personnel

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or other qualified employees and to control labor costs; the risks associated with changes to traditional office-centered business processes and/or conducting operations out of the office in a work-from-home or remote model during adverse situations (e.g., during a crisis, disaster, or pandemic), which may negatively impact productivity and cause other disruptions to the Company’s business; the effectiveness of the reorganization of the Company’s business and the Company’sability to realize the anticipated benefits; the Company’sability to effectively compete againstother entities, whose financial, research, staff, and marketing resources may exceed itsresources; theimpactoflegalproceedingsinvolvingthe Companyand/oritssubsidiaries, products, or services, including any claims related to intellectual property rights; the Company’sability to enforce its intellectual property rights; the risks associated with deriving a significant concentration of revenues from a limited number of the Company’s Healthcare segment customers, many of whom are health plans; the Company’s abilityand/ortheabilityofitsHealthcare segment customerstoenrollparticipantsandtoaccuratelyforecasttheirlevelofenrollmentandparticipationinthe Company’sprogramsinamannerandwithinthetimeframeanticipatedbythe Company; the Company’s abilityto sign, renew and/or maintaincontracts withits Healthcare segment customers and/or the Company’sfitness partner locations underexistingterms or to restructure thesecontracts on terms that would not havea materialnegative impacton the Company’sresults of operations; theabilityofthe Company’s Healthcare segment health plan customerstomaintainthenumberofcoveredlivesenrolledinthose health plansduringthetermsofthe Company’sagreements; the Company’s ability to add and/or retain paid subscribers in its Prime Fitness program;the impact of severe or adverse weather conditions, the current COVID-19 pandemic, and thepotentialemergenceofadditionalhealthpandemicsorinfectiousdiseaseoutbreaks on member participation in the Company’sHealthcare segment programs; the impact of healthcare reform on the Company’s business; the effectiveness of the Company’s marketing and advertising programs; loss of, or disruption in the business of, any of the Company’s food suppliers or the Company’sfulfillment provider, or disruptions in the shipping of the Company’s food products for its Nutrition segment; the impact of claims that the Company’s Nutrition segment personnel are unqualified to provide proper weight loss advice; the impact of health- or advertising-related claims by the Company’s Nutrition segment customers; competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods; loss of any of the Company’sNutrition segment third-party retailer agreements and any obligations associated with such loss, or a reduction of orders for Company products by any such third-party retailers or reduced promotion by such third-party retailers of Company products; the Company’sability to continue to develop innovative weight loss programs and enhance its existing programs, or the failure of the Company’sprograms to continue to appeal to the market; the impact of claims from the Company’sNutrition segment competitors regarding advertising or other marketing practices; the Company’sabilitytodevelop and commercially introducenewproducts and services; the Company’sability to receive referrals from existing Nutrition segment customers, a decline in which could adversely impact the Company’scustomer acquisition costs; failure to attract spokespersons or negative publicity with respect to any of the Company’sspokespersons; the Company’sabilityto anticipatechangeandrespondto emergingtrendsfor customer preferences andthe impact of the same ondemandfor the Company’sservices and products; the seasonality of the business of the Company’sNutrition segment, particularly with respect to diet season; negative publicity with respect to the weight loss industry; the impact of increased governmental regulation on the Company’sNutrition segment; a significant portion of the Company’sNutrition segment revenue depends on the Company’s ability to sustain subscriptions of its Nutrition segment’s programs, and cancellations could impact the Company’s future operating results; claims arising from the sale of ingested products; and other risks detailed in the Company’s filings with the Securities and Exchange Commission.

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For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. Except as required by law, the Company undertakes no obligation to update any such forward-looking statements to reflect new information, subsequent events or circumstances.

Investor Relations Contact:

Bob East, Westwicke

(443) 213-0500; Tivity@Westwicke.com

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TIVITY HEALTH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	September 30, 2020			December 31, 2019
Current assets:
Cash and cash equivalents	$	56,440		$	2,486
Accounts receivable, net		36,952			97,596
Inventories		21,416			36,407
Prepaid expenses		14,046			18,255
Other current assets		9,145			6,993
Total current assets		137,999			161,737
Property and equipment, net of accumulated depreciation of $59,531 and $42,510 respectively		49,205			52,909
Right-of-use assets, operating leases		32,071			41,518
Right-of-use assets, finance leases		1,195			1,680
Intangible assets, net		586,428			689,686
Goodwill, net		468,937			654,635
Other assets		20,940			23,740
Total assets	$	1,296,775		$	1,625,905
Current liabilities:
Accounts payable	$	34,695		$	46,480
Accrued salaries and benefits		10,260			13,071
Accrued liabilities		44,471			56,068
Deferred revenue		14,583			12,037
Current portion of operating lease liabilities		13,390			13,131
Current portion of finance lease liabilities		654			624
Current portion of other long-term liabilities		15,140			4,947
Total current liabilities		133,193			146,358
Long-term debt		974,758			1,048,127
Long-term operating lease liabilities		20,297			30,321
Long-term finance lease liabilities		585			1,080
Long-term deferred tax liability		136,739			160,846
Other long-term liabilities		28,962			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,    48,616,619 and 48,156,786 shares outstanding, respectively		48			48
Additional paid-in capital		509,850			504,419
Accumulated deficit		(449,257	)		(237,284	)
Treasury stock, at cost, 2,254,953 shares in treasury		(28,182	)		(28,182	)
Accumulated other comprehensive loss		(30,218	)		(12,091	)
Total stockholders' equity		2,241			226,910
Total liabilities and stockholders' equity	$	1,296,775		$	1,625,905	)

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TIVITY HEALTH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except earnings per share data)

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2019		2020			2019
Revenues:
Services	$	95,393		$	159,979	$	334,941		$	473,987
Products		159,516			143,918		520,221			384,382
Total revenues		254,909			303,897		855,162			858,369
Cost of revenue:
Services (exclusive of depreciation of    $2,486, $1,461, $6,515, and $4,320,   respectively, included below)		47,511			111,666		194,545			336,581
Products (exclusive of depreciation and    amortization of $8,769, $6,409, $28,049, and $13,896, respectively, included below)		75,296			66,974		245,659			177,155
Total cost of revenue		122,807			178,640		440,204			513,736
Marketing expenses		44,509			46,719		182,686			125,470
Selling, general and administrative expenses		26,723			26,958		78,203			83,810
Depreciation and amortization		13,315			9,700		40,997			22,366
Impairment loss		66,198			—		265,698			—
Restructuring and related charges		1,136			281		2,888			4,225
Operating income (loss)		(19,779	)		41,599		(155,514	)		108,762
Interest expense		20,395			23,006		63,294			54,334
Income (loss) before income taxes		(40,174	)		18,593		(218,808	)		54,428
Income tax expense (benefit)		2,243			4,673		(6,795	)		18,157
Net income (loss)		(42,417	)		13,920		(212,013	)		36,271
Earnings (loss) per share:
Basic	$	(0.87	)	$	0.29	$	(4.35	)	$	0.79
Diluted (1)	$	(0.87	)	$	0.29	$	(4.35	)	$	0.78
Comprehensive income (loss)	$	(39,570	)	$	10,081	$	(230,140	)	$	20,196
Weighted average common shares and equivalents:
Basic		48,783			47,923		48,702			45,996
Diluted (1)		48,783			48,584		48,702			46,585

(1) The impact of potentially dilutive securities for the three and nine months ended September 30, 2020 was not considered because the impact would be anti-dilutive.

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TIVITY HEALTH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2020			2019
Cash flows from operating activities:
Net income (loss)	$	(212,013	)	$	36,271
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		40,997			22,366
Amortization and write-off of deferred loan costs		3,540			3,256
Amortization of debt discount		3,145			2,593
Share-based employee compensation expense		8,005			15,266
Impairment of goodwill and intangible assets		265,698			—
Deferred income taxes		(17,889	)		10,489
Decrease (increase) in accounts receivable, net		60,644			(1,407	)
Decrease in inventory		14,991			14,775
Decrease in other current assets		1,451			3,608
Increase (decrease) in accounts payable		3,479			(9,917	)
Decrease in accrued salaries and benefits		(2,811	)		(592	)
Decrease in other current liabilities		(11,379	)		(14,138	)
Increase in deferred revenue		2,546			345
Other		4,548			1,908
Net cash flows provided by operating activities	$	164,952		$	84,823
Cash flows from investing activities:
Acquisition of property and equipment	$	(13,265	)	$	(15,354	)
Business acquisitions, net of cash acquired		—			(1,062,818	)
Net cash flows used in investing activities	$	(13,265	)	$	(1,078,172	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	$	196,525		$	1,505,245
Payments of long-term debt		(276,100	)		(478,479	)
Payments related to tax withholding for share-based compensation		(3,293	)		(1,464	)
Exercise of stock options		719			701
Deferred loan costs		—			(30,189	)
Principal payments related to financing leases		(464	)		(34	)
Change in cash overdraft and other		(15,120	)		2,505
Net cash flows (used by) provided by financing activities	$	(97,733	)	$	998,285
Effect of exchange rate changes on cash	$	—		$	(12	)
Net increase in cash and cash equivalents	$	53,954		$	4,924
Cash and cash equivalents, beginning of period	$	2,486		$	1,933
Cash and cash equivalents, end of period	$	56,440		$	6,857

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TIVITY HEALTH, INC.

Segment Information

(In thousands)

(Unaudited)

	Three Months Ended September 30,
	2020						2019
	Healthcare		Nutrition		Total Segments			Healthcare		Nutrition		Total Segments
Revenues	$	95,481	$	159,428	$	254,909		$	159,979	$	143,918	$	303,897
Consolidated income (loss) before income taxes					$	(40,174)						$	18,593
Acquisition, integration and project costs						2,485							5,259
Transaction-related costs						2,755							—
Impairment loss						66,198							—
CEO transition costs						1,991							—
COVID-19 costs						591							—
Restructuring and related charges						1,136							281
Interest expense						20,395							23,006
Depreciation and amortization						13,315							9,700
Adjusted EBITDA	$	40,965	$	27,727	$	68,692		$	39,177	$	17,662	$	56,839

	Nine Months Ended September 30,
	2020								2019
	Healthcare			Nutrition			Total Segments				Healthcare			Nutrition		Total Segments
Revenues	$	337,096	$		518,066	$		855,162		$		473,987	$		384,382	$	858,369
Consolidated income (loss) before income taxes						$		(218,808)								$	54,428
Acquisition, integration and project costs								7,331									31,306
Transaction-related costs								2,755									—
Impairment loss								265,698									—
CEO transition costs								6,323									—
COVID-19 costs								1,851									—
Restructuring and related charges								2,888									4,225
Interest expense								63,294									54,334
Depreciation and amortization								40,997									22,366
Adjusted EBITDA	$	112,686	$		59,643	$		172,329		$		100,986	$		65,673	$	166,659

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November 5, 2020

TIVITY HEALTH, INC.
RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES
(Unaudited)

Reconciliation of Adjusted EBITDA, Non-GAAP Basis

to Net Income, GAAP Basis (in thousands)

		Three Months Ended September 30, 2020		% of Revenue		Three Months Ended September 30, 2019		% of Revenue
Adjusted EBITDA, non-GAAP basis (1)	$	68,692		26.9%	$	56,839		18.7%
Acquisition, integration, project and CEO transition costs (2)		(4,476	)			(5,259	)
Transaction-related costs (3)		(2,755	)			—
Impairment loss (4)		(66,198	)			—
Restructuring charges (5)		(1,136	)			(281	)
COVID-19 costs (6)		(591	)			—
EBITDA, non-GAAP basis (7)	$	(6,464)			$	51,299
Depreciation and amortization		(13,315	)			(9,700	)
Interest expense		(20,395	)			(23,006	)
Income tax expense		(2,243	)			(4,673	)
Net income (loss), GAAP basis	$	(42,417	)	(16.6%)	$	13,920		4.6%

(1) Adjusted EBITDA is a non-GAAP financial measure.  The Company excludes acquisition, integration, project costs, CEO transition costs, transaction-related costs, impairment loss, restructuring charges, and COVID-19 costs from this measure because of its comparability to the Company's historical operating results. The Company has updated its definition of Adjusted EBITDA to exclude transaction-related costs and impairment loss incurred during the third quarter of 2020. The Company considers transaction-related costs and impairment loss to be outside the performance of its ongoing core business operations and believes that presenting Adjusted EBITDA excluding transaction-related costs and impairment loss provides increased transparency as to the operating costs of its current business performance. The Company did not revise the prior period’s Adjusted EBITDA amounts because there were no costs similar in nature to these items. The Company believes it is useful to investors to provide disclosures of its operating results on the same basis as that used by management.  You should not consider Adjusted EBITDA in isolation or as a substitute for net income determined in accordance with U.S. GAAP.  Additionally, because Adjusted EBITDA may be defined differently by other companies in the Company’s industry, the non-GAAP financial measure presented here may not be comparable to similarly titled measures of other companies.

(2) Acquisition, integration, project and CEO transition costs consist of pre-tax charges of $4,476 and $5,259 for the three months ended September 30, 2020 and 2019, respectively, incurred in connection with the acquisition and integration of Nutrisystem and other strategic projects and with the termination of our former CEO in February 2020 and the hiring of our new CEO in June 2020.

(3) Transaction-related costs consist of pre-tax charges of $2,755 for the three months ended September 30, 2020 incurred in connection with the potential disposition and pending sale of our Nutrition business.

(4) Impairment loss consists of pre-tax charges of $66,198 for the three months ended September 30, 2020 related to an impairment of goodwill allocated to the Nutrition segment.

(5) Restructuring charges consist of pre-tax charges of $1,136 for the three months ended September 30, 2020 primarily related to a restructuring of our Healthcare division.  Restructuring charges consist of pre-tax charges of $281 for the three months ended September 30, 2019 primarily related to a restructuring of corporate support infrastructure.

(6) COVID-19 costs consist of incremental, pre-tax charges of $591 incurred by the Nutrition division during the three months ended September 30, 2020 that were directly related to the COVID-19 pandemic.  Worker shortages at some of our warehouses due to COVID-19 resulted in charges in the third quarter related to increased labor rates and overtime for employees of our fulfillment provider as well as additional shipping and related charges as we transferred the fulfillment of certain orders to other warehouses that were farther from the customer’s delivery destination.

(7) EBITDA is a non-GAAP financial measure.  The Company believes it is useful to investors to provide disclosures of its operating results and guidance on the same basis as that used by management.  You should not consider EBITDA in isolation or as a substitute for net income determined in accordance with U.S. GAAP.

Reconciliation of Free Cash Flow, Non-GAAP Basis

TVTY Reports Third-Quarter Results

Page 13

November 5, 2020

to Net Cash Flows Provided by Operating Activities, GAAP Basis (in thousands)

		Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		Nine Months Ended September 30, 2020
Free cash flow, non-GAAP basis (8)	$	31,106	$	28,788	$	151,687
Acquisition of property and equipment		2,903		6,436		13,265
Net cash flows provided by operations, GAAP basis	$	34,009	$	35,224	$	164,952

(8) Free cash flow is a non-GAAP financial measure and is defined by the Company as net cash flows provided by operating activities less acquisition of property and equipment.  The Company believes free cash flow is a useful measure of performance and an indication of the strength of the Company and its ability to generate cash.  The Company believes it is useful to investors to provide disclosures of its results on the same basis as that used by management.  You should not consider free cash flow in isolation or as a substitute for net cash flows provided by operating activities determined in accordance with U.S. GAAP. Additionally, because free cash flow may be defined differently by other companies in the Company’s industry, the non-GAAP financial measure presented here may not be comparable to similarly titled measures of other companies.

Reconciliation of Adjusted Earnings Per Share (“EPS”), Non-GAAP Basis

to EPS (Loss), GAAP Basis (footnote amounts in thousands)

		Three Months Ended September 30, 2020			Three Months Ended September 30, 2019
Adjusted EPS, non-GAAP basis (9)	$	0.72		$	0.46
Net loss attributable to acquisition, integration, project, CEO transition, and restructuring costs (10) (17)		(0.09	)		(0.09	)
Net loss attributable to transaction-related costs (11) (17)		(0.04	)		—
Net loss attributable to impairment loss (12) (17)		(1.36	)		—
Net loss attributable to COVID-19 costs (13) (17)		(0.01	)		—
Net loss attributable to amortization of intangible assets (14) (17)		(0.11	)		(0.07	)
Loss attributable to tax adjustments (15) (17)		—			(0.01	)
EPS (loss), GAAP basis (16) (17)	$	(0.87)		$	0.29

(9) Adjusted EPS is a non-GAAP financial measure.  The Company excludes net loss attributable to acquisition, integration, project, CEO transition, restructuring costs, transaction-related costs, impairment loss, COVID-19 costs, amortization of intangible assets, and tax adjustments from this measure because of its comparability to the Company's historical operating results.  The Company has updated its definition of Adjusted EPS to exclude net loss attributable to transaction-related costs and net loss attributable to impairment loss incurred during the third quarter of 2020. The Company considers transaction-related costs and net loss attributable to impairment loss to be outside the performance of its ongoing core business operations and believes that presenting Adjusted EPS excluding such items provides increased transparency as to the operating costs of its current business performance. The Company did not revise the prior period’s Adjusted EPS amounts because there were no costs similar in nature to these items. The Company believes it is useful to investors to provide disclosures of its operating results on the same basis as that used by management.  You should not consider adjusted EPS in isolation or as a substitute for EPS determined in accordance with U.S. GAAP.  Additionally, because adjusted EPS may be defined differently by other companies in the Company’s industry, the non-GAAP financial measures presented here may not be comparable to similarly titled measures of other companies.

(10) Net loss attributable to acquisition, integration, project, CEO transition, and restructuring costs consists of pre-tax

TVTY Reports Third-Quarter Results

Page 14

November 5, 2020

charges of $5,612 and $5,540 for the three months ended September 30, 2020 and 2019, respectively.  These costs primarily related to the acquisition and integration of Nutrisystem and other strategic projects, the termination of our former CEO in February 2020 and hiring of our new CEO in June 2020, and restructuring activities as described in Note 5 above.  The tax rate applied to these charges was 25%, which represented the combined estimated U.S. federal and state statutory tax rate.

(11) Net loss attributable to transaction-related costs consists of pre-tax charges of $2,755 for the three months ended September 30, 2020 incurred in connection with the potential disposition and pending sale of our Nutrition business. The tax rate applied to these charges was 25%, which represented the combined estimated U.S. federal and state statutory tax rate.

(12) Net loss attributable to impairment loss consists of pre-tax charges of $66,198 for the three months ended September 30, 2020 related to impairment of goodwill allocated to the Nutrition segment. No tax benefit is recorded for these charges.

(13) Net loss attributable to COVID-19 costs consists of incremental, pre-tax charges of $591 incurred by the Nutrition division during the three months ended September 30, 2020 that were directly related to the COVID-19 pandemic, including increased labor rates and additional shipping and related charges.  The tax rate applied to these charges was 25%, which represented the combined estimated U.S. federal and state statutory tax rate.

(14) Net loss attributable to amortization of intangible assets consists of pre-tax charges of $7,092 and $4,579 for the three months ended September 30, 2020 and 2019, respectively, related to the amortization of certain definite-lived intangible assets recorded as part of the acquisition of Nutrisystem. The tax rate applied to these expenses was 25%, which represented the combined estimated U.S. federal and state statutory tax rate.

(15) Loss attributable to tax adjustments represents the estimated impact on the Company’s effective tax rate for the three months ended September 30, 2019 arising from certain nondeductible expenses related to the acquisition of Nutrisystem.

(16) Figures may not add due to rounding.

(17) The impact of potentially dilutive securities for the three months ended September 30, 2020 was not considered because the impact would be anti-dilutive.

Reconciliation of Net Debt, Non-GAAP Basis

to Total Debt, GAAP Basis (in thousands)

		September 30, 2020		June 30, 2020		Change		September 30, 2019
Net debt, non-GAAP basis (18)	$	918,318	$	952,048	$	33,730	$	1,028,206
Cash and cash equivalents		56,440		60,274				6,857
Total debt, GAAP basis	$	974,758	$	1,012,322			$	1,035,063

(18) Net debt is a non-GAAP financial measure.  The Company excludes cash and cash equivalents from this measure and discloses net debt because it is consistent with the calculation of the Company’s net leverage ratio covenant under its credit agreement.  The Company believes it is useful to investors to provide disclosures of its financial position on the same basis as that used by management.  You should not consider net debt in isolation or as a substitute for total debt determined in accordance with U.S. GAAP.  Additionally, because net debt may be defined differently by other companies in the Company’s industry, the non-GAAP financial measures presented here may not be comparable to similarly titled measures of other companies.  

EX-99.2

Tivity Health November 5, 2020 Q3 2020 Earnings Release Supplemental Material Exhibit 99.2

Introduction

Kainos Capital will acquire Tivity Health's Nutrition Business, which includes Nutrisystem® and South Beach Diet® Tivity Health will continue to offer Wisely Well™ nutrition offering for homebound seniors Purchase price of $575 million in cash Expected to close in Q4 2020, subject to customary closing conditions.  Net proceeds will primarily be used to pay down debt, applied to TLA and TLB on a pro-rata basis to reduce the amounts due at maturity Significantly deleverages balance sheet  Required debt amortization prepaid until March 2022 Generates a capital loss (no immediate cash tax impact) Tivity Health Announces Sale of Nutrition Business Tivity Health is uniquely positioned to become the modern destination for healthy living for seniors and older adults Supporting Regular Exercise Engaging  Adults 65+  Highlights Rationale Streamlines company and focuses management, resources and investment on our Healthcare Business – with market-leading brands, underpinned by strong Medicare Advantage tailwinds and strong, blue-chip customer relationships Provides additional financial flexibility to invest in the growth of our Healthcare Business, via innovative digital engagement tools, new fitness offerings and enhanced social connectivity for members Reduces our exposure to seasonality and volatility Managing Specialty Health Benefits Foods That Fuel Healthy Living

Sale of Nutrition Business – Financial Metrics Total Company Total Company Less Nutrition Q3 2020 TTM Q3 20201 Q3 2020 TTM Q3 20201 Revenue  $255M $1,128M $96M $496M Adjusted EBITDA2 $69M $228M $41M $154M  Adjusted EBITDA margin3  27% 20% 43% 31% Cash Interest $18M $76M $8M4 $33M4 Net Debt5 -- $920M -- $380M4 Leverage Ratio5 -- 3.8x -- 2.4x Interest Coverage Ratio6 -- 3.0x -- 4.7x 1  Trailing Twelve Month (“TTM”) results represent Q4 2019 results as reported by the Company plus results for the nine months ended 9/30/20.  2 Total Company Adjusted EBITDA represents total segments’ Adjusted EBITDA, and Total Company Less Nutrition Adjusted EBITDA represents total segments’ Adjusted EBITDA minus Adjusted EBITDA for the Nutrition segment, as set forth in Footnotes 18 and 16, “Segment Disclosures and Concentrations of Risk” to the Company’s financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, respectively. 3 Calculated as Adjusted EBITDA divided by Revenue. 4 Represents management’s estimate for the remaining company after giving effect to the sale of the Nutrition Business, based on a set of assumptions. 5 As defined in the Company’s Credit Agreement 6 Calculated by dividing Adjusted EBITDA by Cash Interest Divestiture expected to be significantly credit enhancing Illustrative Leverage Ratio of 2.4x as of 9/30/20 on a TTM basis

Accelerate SilverSneakers and Prime Fitness through broader suite of offerings and engagement Pilot new offerings via new networks Accelerate existing network expansion through engagement Expand digital-first offerings in fitness and beyond Core Fitness Digital Transformation WholeHealth Living Additional Networks Engagement Platform Data | Loyalty | Partnerships across our brands to engage members Trusted brands, loyal members, deep relationships

Quarterly Performance

Strong quarter performance Continued acceleration of digital brand Higher mix of PMPM revenues compared to 2019 Lower number of fitness center visits drove higher EBITDA dollars and margins Cost reduction measures continue to provide benefit Highlights Nutrisystem DTC Highlights New customer and program starts growth, up 21% and 15% YoY, respectively Revenue per customer up 7.5% YoY, on stronger Length of Stay, which increased ~6 days YoY Reactivation revenue grew $2.9 million or 5.7% YoY Adjusted EBITDA margin expansion driven by marketing efficiency and G&A cost management Healthcare Business Q3 2020 Results Q3 2019 Results Revenue  $95.5M $160.0M Adjusted EBITDA  $41.0M $39.2M Adjusted EBITDA margin  42.9% 24.5% Nutrition Business Q3 2020 Results Q3 2019 Results Revenue  $159.4M $143.9M Adjusted EBITDA  $27.7M $17.7M Adjusted EBITDA margin  17.4% 12.3%

Healthcare Division

Healthcare Q3 2020 segment highlights Healthcare Segment Revenue $95.5M SilverSneakers 72% Prime23% WholeHealth Living/Other5% Adjusted EBITDA $41.0M Net decrease in SilverSneakers revenue of ($56M) in Q3 2020 vs. Q3 2019 driven by a decrease in revenue-generating visits due to the COVID-19 pandemic’s impact. Prime Fitness revenue decreased by ($9M) in Q3 2020 vs. Q3 2019 driven by a decrease in average subscribers, ending the quarter with 227k paying subscribers.  WholeHealth Living/Other revenue was relatively flat for Q3 2020 vs. Q3 2019. Quarterly Visits (millions)

SilverSneakers adaptable model is sustainable Q3 2020 Eligible Lives SilverSneakers Revenue Financial Results Q3 2019 *Total PMPM includes PMPM component of hybrid contracts Eligible Lives SilverSneakers Revenue Financial Results

Our digital offerings meet our customers’ needs Monthly SilverSneakers Visits SilverSneakers.com Streaming Users SilverSneakers.com Streaming Visits* Partner Locations are reopening: 76% of our 16k+ locations reported at least one SilverSneakers visit for the month of September 2020 Members who have returned to the gym are averaging a similar number of visits per month compared to their pre-COVID frequency 1.2 million Facebook Live views 25% of participants were brand new to SilverSneakers through our SilverSneakers Virtual with Instructor channel for the second consecutive quarter *SilverSneakers.com Streaming visits are not billable directly to plans

Diversifying our offering to meet our members’ needs Visit Type Visits in Q1 2020 (000s) Visits in Q2 2020 (000s) Visits in Q3 2020   (000s) Q3 vs Q2 In-Person PL 25,323 2,719 8,567 215% Virtual with Instructor 12 386 494 28% SilverSneakers.com* Streaming 273 468 321 -31% Facebook Live* 2,300 980 1,212 24% *Not billable directly to plans Note: FB Live launched 04/12/20

SilverSneakers eligible lives and utilization SilverSneakers Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Eligible Lives 14.8M 14.9M 15.2M 15.3M 16.2M 16.3M 16.6M In-Person PL Visits 26.4M 25.8M 26.2M 25.6M 25.3M 2.7M 8.6M Virtual Visits 0 0 0 0 12K 386K 494K Total Visits 26.4M 25.8M 26.2M 25.6M 25.3M 3.1M 9.1M Average Participants 1.21M 1.19M 1.19M 1.18M 1.28M 0.18M 0.39M Participation % 8.2% 8.0% 7.8% 7.7% 7.9% 1.1% 2.4%

Nutrition Division

Nutrisystem Highlights Q3 Revenue increased 10.8% YOY; Adjusted EBITDA increased 57% YOY Continued new customer growth for Nutrisystem brand DTC in Q3 – 21% increase YOY Double digit new customer growth last 6 months Cost per order decrease last 6 months Q3 revenue per customer increased $70 YOY Announced launch of Nutrisystem Partner Plan, a program designed to enable two people living in the same home to experience the benefits of losing weight together Announced definitive agreement to sell Tivity Health’s Nutrition Business October continued momentum

Nutrition revenue breakdown Q3 2020 Revenue by Sales Channel Q3 2020 DTC Revenue Segmentation $159.4M $4.5M 71% $1.9M 29% New Customer Reactivation $94.7M 64% $52.6M 36% New Customer Reactivation The Nutrisystem DTC sales channel constitutes over 90% of revenue

Financial & Operating Highlights

Q3 2020 financial and operating highlights Q3 2020  Q3 2019 Total Revenues $254.9M $303.9M     Healthcare Revenues $95.5M $160.0M     Nutrition Revenues $159.4M $143.9M Net (Loss) Income ($42.4M) $13.9M Total Adjusted EBITDA (1) $68.7M $56.8M     Healthcare Adjusted EBITDA $41.0M $39.2M     Nutrition Adjusted EBITDA $27.7M $17.7M Diluted (Loss) Earnings Per Share  ($0.87) $0.29 Adjusted Diluted Earnings Per Share (1) $0.72 $0.46 Cash Flows from Operating Activities $34.0M $35.2M Net Free Cash Flow (1) $31.1M $28.8M Total Debt Balance at End of Period $974.8M $1.04B Net Debt Balance at End of Period (1) $918.3M $1.03B Leverage Ratio (Q3 2020 limit of 5.75x) 3.81x (34% cushion) 4.03x (36% cushion) SilverSneakers Visits 9.1M 26.2M Prime Visits 2.3M 4.8M (1) Adjusted EBITDA, adjusted diluted EPS, net free cash flow, and net debt are non-GAAP financial measures. Reconciliations of these non-GAAP financial measures are included in Tivity Health’s earnings release included as an exhibit to Tivity Health’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2020.

Cautionary note on forward-looking statements Note on Forward-Looking Statements This communication contains certain statements that are “forward-looking” statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based upon current expectations and include all statements that are not historical statements of fact and those regarding the intent, belief or expectations, including, without limitation, statements that are accompanied by words such as “will,” “expect,” “outlook,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” or other similar words, phrases or expressions and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the Company’s divestiture of its Nutrition business, future opportunities and anticipated future performance. Readers of this communication should understand that these statements are not guarantees of performance or results. Many risks and uncertainties could affect actual results and cause them to vary materially from the forward-looking statements. These risks and uncertainties include, among other things: the Company's ability to consummate the announced transaction on the terms set forth in the purchase agreement; the risk that the conditions to the consummation of the announced transaction may not be satisfied on the terms expected or on the anticipated schedule; the risk of the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the failure to receive the anticipated benefits from the transaction; the risk of business disruption and customer loss (including, without limitation, difficulties in maintaining relationships with employees, customers or vendors); the risk that the Company’s expectations regarding the effect of the announced transaction on the Company’s leverage profile may not be achieved; risks related to diverting management attention from ongoing business operations; the outcome of any legal proceedings that may be instituted against the Company related to the transaction; the profitability of the Company’s healthcare business following consummation of the announced transaction; impacts from the COVID-19 pandemic (including the response of governmental authorities to combat and contain the pandemic and the closure of fitness centers in the Company’s national network) on the Company’s business, operations or liquidity; the risk that the significant indebtedness incurred in connection with the acquisition of Nutrisystem, Inc. may limit the Company’s ability to adapt to changes in the economy or market conditions, expose the Company to interest rate risk for the variable rate indebtedness and require a substantial portion of cash flows from operations to be dedicated to the payment of indebtedness; the Company’s ability to service its debt, make principal and interest payments as those payments become due, and remain in compliance with its debt covenants; the risks associated with changes in macroeconomic conditions (including the impacts of any recession resulting from the COVID-19 pandemic), widespread epidemics, pandemics (such as the current COVID-19 pandemic) or other outbreaks of disease, geopolitical turmoil, and the continuing threat of domestic or international terrorism; the Company’s ability to collect accounts receivable from its customers and amounts due under its sublease agreements; the market’s acceptance of the Company’s new products and services; the Company’s ability to develop and implement effective strategies and to anticipate and respond to strategic changes, opportunities, and emerging trends in the Company’s industry and/or business, as well as to accurately forecast the related impact on the Company’s revenues and earnings; counterparty risk associated with the Company’s interest rate swap agreements; the Company’s ability to obtain adequate financing to provide the capital that may be necessary to support its current or future operations; the impact of any additional impairment of the Company’s goodwill, intangible assets, or other long-term assets; the risks associated with potential failures of the Company’s information systems, including as a result of telecommuting issues associated with the Company’s employees working remotely; the risks associated with data privacy or security breaches, computer hacking, network penetration and other illegal intrusions of the Company’s information systems or those of third-party vendors or other service providers, which may result in unauthorized access by third parties, loss, misappropriation, disclosure or corruption of customer, employee or the Company’s information, or other data subject to privacy laws and may lead to a disruption in the Company’s business, costs to modify, enhance, or remediate its cybersecurity measures, enforcement actions, fines or litigation against the Company, or damage to its business reputation; the impact of any new or proposed legislation, regulations and interpretations relating to Medicare, Medicare Advantage, Medicare Supplement, e-commerce, advertising, and privacy and security laws; the impact of a reduction in Medicare Advantage health plan reimbursement rates or changes in plan design; the Company’s ability to attract, hire, or retain key personnel or other qualified employees and to control labor costs; the risks associated with changes to traditional office-centered business processes and/or conducting operations out of the office in a work-from-home or remote model during adverse situations (e.g., during a crisis, disaster, or pandemic),

Cautionary note on forward-looking statements which may negatively impact productivity and cause other disruptions to the Company’s business; the effectiveness of the reorganization of the Company’s business and the Company’s ability to realize the anticipated benefits; the Company’s ability to effectively compete against other entities, whose financial, research, staff, and marketing resources may exceed its resources; the impact of legal proceedings involving the Company and/or its subsidiaries, products, or services, including any claims related to intellectual property rights; the Company’s ability to enforce its intellectual property rights; the risks associated with deriving a significant concentration of revenues from a limited number of the Company’s Healthcare segment customers, many of whom are health plans; the Company’s ability and/or the ability of its Healthcare segment customers to enroll participants and to accurately forecast their level of enrollment and participation in the Company’s programs in a manner and within the timeframe anticipated by the Company; the Company’s ability to sign, renew and/or maintain contracts with its Healthcare segment customers and/or the Company’s fitness partner locations under existing terms or to restructure these contracts on terms that would not have a material negative impact on the Company’s results of operations; the ability of the Company’s Healthcare segment health plan customers to maintain the number of covered lives enrolled in those health plans during the terms of the Company’s agreements; the Company’s ability to add and/or retain paid subscribers in its Prime Fitness program; the impact of severe or adverse weather conditions, the current COVID-19 pandemic, and the potential emergence of additional health pandemics or infectious disease outbreaks on member participation in the Company’s Healthcare segment programs; the impact of healthcare reform on the Company’s business; the effectiveness of the Company’s marketing and advertising programs; loss of, or disruption in the business of, any of the Company’s food suppliers or the Company’s fulfillment provider, or disruptions in the shipping of the Company’s food products for its Nutrition segment; the impact of claims that the Company’s Nutrition segment personnel are unqualified to provide proper weight loss advice; the impact of health- or advertising-related claims by the Company’s Nutrition segment customers; competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods; loss of any of the Company’s Nutrition segment third-party retailer agreements and any obligations associated with such loss, or a reduction of orders for Company products by any such third-party retailers or reduced promotion by such third-party retailers of Company products; the Company’s ability to continue to develop innovative weight loss programs and enhance its existing programs, or the failure of the Company’s programs to continue to appeal to the market; the impact of claims from the Company’s Nutrition segment competitors regarding advertising or other marketing practices; the Company’s ability to develop and commercially introduce new products and services; the Company’s ability to receive referrals from existing Nutrition segment customers, a decline in which could adversely impact the Company’s customer acquisition costs; failure to attract spokespersons or negative publicity with respect to any of the Company’s spokespersons; the Company’s ability to anticipate change and respond to emerging trends for customer preferences and the impact of the same on demand for the Company’s services and products; the seasonality of the business of the Company’s Nutrition segment, particularly with respect to diet season; negative publicity with respect to the weight loss industry; the impact of increased governmental regulation on the Company’s Nutrition segment; a significant portion of the Company’s Nutrition segment revenue depends on the Company’s ability to sustain subscriptions of its Nutrition segment’s programs, and cancellations could impact the Company’s future operating results; claims arising from the sale of ingested products; and other risks detailed in the Company’s filings with the Securities and Exchange Commission. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. Except as required by law, the Company undertakes no obligation to update any such forward-looking statements to reflect new information, subsequent events or circumstances.

XML

Document and Entity Information	Nov. 05, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 05, 2020
Entity Registrant Name	TIVITY HEALTH, INC.
Entity Central Index Key	0000704415
Entity Emerging Growth Company	false
Entity File Number	000-19364
Entity Incorporation, State or Country Code	DE
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock - $.001 par value
Trading Symbol	TVTY
Name of each exchange on which registered	NASDAQ