Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 03, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | TIVITY HEALTH, INC. | |
Entity Central Index Key | 0000704415 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | TVTY | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity Common Stock, Shares Outstanding | 49,642,307 | |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 24,226 | $ 100,385 |
Accounts receivable, net | 53,140 | 25,981 |
Prepaid expenses | 7,652 | 5,556 |
Income taxes receivable | 7,460 | 10,996 |
Other current assets | 16,423 | 11,336 |
Total current assets | 108,901 | 154,254 |
Property and equipment, net of accumulated depreciation of $43,297 and $38,188 respectively | 20,010 | 20,959 |
Right-of-use assets | 14,436 | 18,139 |
Long-term deferred tax asset | 917 | 3,601 |
Intangible assets, net | 29,049 | 29,049 |
Goodwill, net | 334,680 | 334,680 |
Other assets | 15,755 | 18,301 |
Total assets | 523,748 | 578,983 |
Current liabilities: | ||
Accounts payable | 18,982 | 19,741 |
Accrued salaries and benefits | 5,657 | 8,949 |
Accrued liabilities | 31,051 | 18,424 |
Deferred revenue | 3,937 | 4,460 |
Current portion of long-term debt | 4,000 | 7,456 |
Current portion of lease liabilities | 8,121 | 8,052 |
Current portion of other long-term liabilities | 13,724 | 14,753 |
Total current liabilities | 85,472 | 81,835 |
Long-term debt | 381,598 | 459,250 |
Long-term lease liabilities | 7,401 | 11,494 |
Other long-term liabilities | 14,490 | 22,748 |
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, 49,641,314 and 48,983,735 shares outstanding, respectively | 49 | 49 |
Additional paid-in capital | 512,674 | 513,263 |
Accumulated deficit | (436,592) | (464,085) |
Treasury stock, at cost, 2,254,953 shares in treasury | (28,182) | (28,182) |
Accumulated other comprehensive loss | (13,162) | (17,389) |
Total stockholders' equity | 34,787 | 3,656 |
Total liabilities and stockholders' equity | $ 523,748 | $ 578,983 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Accumulated depreciation | $ 43,297 | $ 38,188 |
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) | 49,641,314 | 48,983,735 |
Treasury stock (in shares) | 2,254,953 | 2,254,953 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenues | $ 120,071 | $ 81,923 | $ 228,156 | $ 241,615 | |
Cost of revenue (exclusive of depreciation of $2,595, $2,240, $5,126 and $4,071, respectively included below) | 68,639 | 33,804 | 125,924 | 148,952 | |
Marketing expense | 1,396 | 765 | 2,627 | 8,064 | |
Selling, general and administrative expenses | 9,652 | 8,905 | 19,349 | 20,957 | |
Depreciation expense | 2,740 | 2,410 | 5,423 | 4,440 | |
Restructuring and related charges | 827 | 1,309 | |||
Operating income | 37,644 | 35,212 | 74,833 | 57,893 | |
Interest expense | 9,400 | 11,253 | 20,156 | 22,523 | |
Loss on extinguishment and modification of debt | 19,027 | 19,027 | |||
Other expense (income), net | 259 | (872) | |||
Total non-operating expense, net | 28,686 | 11,253 | 38,311 | 22,523 | |
Income before income taxes | 8,958 | 23,959 | 36,522 | 35,370 | |
Income tax expense | 187 | 6,757 | 7,806 | 9,893 | |
Income from continuing operations | 8,771 | 17,202 | 28,716 | 25,477 | |
Income (loss) from discontinued operations, net of income tax benefit of $142, $650, $419 and $18,931, respectively | (414) | 11,309 | (1,223) | (195,072) | |
Net income (loss) | $ 8,357 | $ 28,511 | $ 27,493 | $ (169,595) | |
Earnings (loss) per share - basic: | |||||
Continuing operations | $ 0.18 | $ 0.35 | $ 0.58 | $ 0.52 | |
Discontinued operations | (0.01) | 0.23 | (0.02) | (4.01) | |
Net income (loss) | [1] | 0.17 | 0.59 | 0.56 | (3.49) |
Earnings (loss) per share - diluted: | |||||
Continuing operations | 0.17 | 0.35 | 0.57 | 0.52 | |
Discontinued operations | (0.01) | 0.23 | (0.02) | (4) | |
Net income (loss) | [1] | $ 0.17 | $ 0.58 | $ 0.55 | $ (3.47) |
Comprehensive income (loss) | $ 9,782 | $ 27,366 | $ 31,720 | $ (190,569) | |
Weighted average common shares and equivalents: | |||||
Basic | 49,470 | 48,711 | 49,361 | 48,662 | |
Diluted | 50,457 | 48,794 | 50,413 | 48,825 | |
[1] | Figures may not add due to rounding. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Depreciation | $ 2,595 | $ 2,240 | $ 5,126 | $ 4,071 |
Discontinued operation, income tax benefit | $ 142 | $ 650 | $ 419 | $ 18,931 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 8,357 | $ 28,511 | $ 27,493 | $ (169,595) |
Net change in fair value of effective portion of interest rate swaps designated as cash flow hedges, net of tax (expense) benefit of ($451), $393, ($1,334), and $7,195, respectively | 1,317 | (1,145) | 3,892 | (20,974) |
Reclassification adjustment for previously deferred loss from interest rate swaps included in "Interest expense," net of tax of $37, $0, $115, and $0, respectively | 108 | 335 | ||
Total other comprehensive income (loss), net of tax | 1,425 | (1,145) | 4,227 | (20,974) |
Comprehensive income (loss) | $ 9,782 | $ 27,366 | $ 31,720 | $ (190,569) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net change in fair value of effective portion of interest rate swaps designated as cash flow hedges, tax (expense) benefit | $ (451) | $ 393 | $ (1,334) | $ 7,195 |
Reclassification adjustment for previously deferred loss from interest rate swaps, tax | $ 37 | $ 0 | $ 115 | $ 0 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2019 | $ 223,700 | $ 48 | $ 504,419 | $ (240,494) | $ (28,182) | $ (12,091) |
Comprehensive income (loss) | (190,569) | (169,595) | (20,974) | |||
Exercise and vesting of share-based compensation awards | 601 | 601 | ||||
Tax withholding for share-based compensation | (2,949) | (2,949) | ||||
Share-based employee compensation expense | 3,689 | 3,689 | ||||
Other | 39 | 39 | ||||
Balance at Jun. 30, 2020 | 34,511 | 48 | 505,760 | (410,050) | (28,182) | (33,065) |
Balance at Mar. 31, 2020 | 4,414 | 48 | 503,049 | (438,581) | (28,182) | (31,920) |
Comprehensive income (loss) | 27,366 | 28,511 | (1,145) | |||
Tax withholding for share-based compensation | (154) | (154) | ||||
Share-based employee compensation expense | 2,865 | 2,865 | ||||
Other | 20 | 20 | ||||
Balance at Jun. 30, 2020 | 34,511 | 48 | 505,760 | (410,050) | (28,182) | (33,065) |
Balance at Dec. 31, 2020 | 3,656 | 49 | 513,263 | (464,085) | (28,182) | (17,389) |
Comprehensive income (loss) | 31,720 | 27,493 | 4,227 | |||
Exercise and vesting of share-based compensation awards | 358 | 358 | ||||
Tax withholding for share-based compensation | (6,813) | (6,813) | ||||
Share-based employee compensation expense | 5,866 | 5,866 | ||||
Balance at Jun. 30, 2021 | 34,787 | 49 | 512,674 | (436,592) | (28,182) | (13,162) |
Balance at Mar. 31, 2021 | 26,254 | 49 | 513,923 | (444,949) | (28,182) | (14,587) |
Comprehensive income (loss) | 9,782 | 8,357 | 1,425 | |||
Exercise and vesting of share-based compensation awards | 194 | 194 | ||||
Tax withholding for share-based compensation | (4,311) | (4,311) | ||||
Share-based employee compensation expense | 2,868 | 2,868 | ||||
Balance at Jun. 30, 2021 | $ 34,787 | $ 49 | $ 512,674 | $ (436,592) | $ (28,182) | $ (13,162) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Income from continuing operations | $ 28,716 | $ 25,477 |
Loss from discontinued operations | (1,223) | (195,072) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Loss on extinguishment of debt | 18,237 | |
Depreciation and amortization | 5,423 | 27,682 |
Amortization and write-off of deferred loan costs | 1,993 | 2,315 |
Amortization and write-off of debt discount | 1,735 | 2,049 |
Share-based employee compensation expense | 5,866 | 3,689 |
Unrealized gain on derivatives | (872) | |
Impairment of goodwill and intangible assets of discontinued operation | 199,500 | |
Deferred income taxes | 1,234 | (16,447) |
(Increase) decrease in accounts receivable, net | (27,159) | 61,257 |
Decrease in income taxes receivable | 3,536 | |
Decrease in inventory | 14,319 | |
(Increase) decrease in other current assets | (10,309) | 1,363 |
(Decrease) increase in accounts payable | (1,882) | 9,411 |
Decrease in accrued salaries and benefits | (3,292) | (2,532) |
Increase (decrease) in other current liabilities | 13,005 | (5,925) |
Other | 1,422 | 3,857 |
Net cash flows provided by operating activities | 36,430 | 130,943 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (4,039) | (10,362) |
Proceeds from sale of business, net of cash transferred | 2,747 | |
Settlement on derivatives not designated as hedges | (3,301) | |
Net cash flows used in investing activities | (4,593) | (10,362) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 398,000 | 196,525 |
Payments of long-term debt | (496,275) | (236,375) |
Deferred loan costs | (3,953) | |
Payments related to tax withholding for share-based compensation | (6,813) | (2,949) |
Exercise of stock options | 358 | 601 |
Change in cash overdraft and other | 687 | (20,595) |
Net cash flows used in financing activities | (107,996) | (62,793) |
Net (decrease) increase in cash and cash equivalents | (76,159) | 57,788 |
Cash and cash equivalents, beginning of period | 100,385 | 2,486 |
Cash and cash equivalents, end of period | $ 24,226 | $ 60,274 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In our opinion, the accompanying consolidated financial statements of Tivity Health, Inc. and its wholly owned subsidiaries (collectively, “Tivity Health,” the “Company,” or such terms as “we,” “us,” or “our”) reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. We have reclassified certain items in prior periods to conform to current classifications. Our results from continuing operations do not include the results of Nutrisystem, Inc. (“Nutrisystem”), which we sold effective December 9, 2020. Results of operations for Nutrisystem have been classified as discontinued operations for all periods presented in the accompanying consolidated financial statements. We have omitted certain financial information that is normally included in financial statements prepared in accordance with U.S. GAAP but that is not required for interim reporting purposes. You should read the accompanying consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Recent Relevant Accounting Stan
Recent Relevant Accounting Standards | 6 Months Ended |
Jun. 30, 2021 | |
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 temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, such as a transition away from the use of LIBOR. ASC 848 was effective for the Company as of January 1, 2020. The provisions of ASC 848 are available through December 31, 2022, at which time the reference rate replacement activity is expected to have been completed. 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. The accounting relief provided by ASC 848 is applicable only to legacy contracts if the amendments made to the agreements are solely for reference rate reform activities. Modifications that are unrelated to reference rate reform will scope out a given contract. 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. In March 2020, we elected the expedient that 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 addition, we have the option to change the method of assessing effectiveness upon a change in the critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848. In June 2020, we elected to (i) continue the method of assessing effectiveness as documented in the original hedge documentation and (ii) apply the expedient wherein the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. We will also apply the aforementioned elections to any future designated cash flow hedging relationship. 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 June 30, 2021, 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 . |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations On October 18, 2020, we entered into a Stock Purchase Agreement (“Purchase Agreement”) with Kainos NS Holdings LP (“Parent”) and KNS Acquisition Corp., an indirect wholly owned subsidiary of Parent (“Purchaser,” and collectively with Parent, “Kainos”) to sell to Kainos all of the issued and outstanding capital stock of Nutrisystem, a wholly owned subsidiary of the Company . Effective as of December 9, 2020, we completed the sale of Nutrisystem to Kainos for Such working capital adjustment was finalized in the second quarter of 2021 and resulted in additional proceeds of $2.7 million. Additionally, we incurred $11.2 million of transaction costs in 2020 directly related to the disposition of Nutrisystem, resulting in net proceeds, after post-closing adjustment, of $550.4 million. In accordance with ASC Topic 205, “Presentation of Financial Statements”, the Nutrition business met the criteria for discontinued operations, as it was a component of the Company and the sale represented a strategic shift in the Company’s operations and financial results. Accordingly, the results of operations of the Nutrition business have been classified as discontinued operations for 2020 and 2021. The following table presents financial results of the Nutrition business included in “income (loss) from discontinued operations" for the three and six months ended June 30, 2021 and 2020. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Revenues $ — $ 180,675 $ — $ 358,638 Cost of revenues — 84,437 — 168,445 Marketing expenses — 50,340 — 130,113 Selling, general and administrative expenses (1) 460 14,566 1,546 30,523 Depreciation and amortization — 10,509 — 23,242 Impairment loss — — — 199,500 Restructuring and related charges — 182 — 443 Interest expense (2) — 9,982 — 20,375 Pretax (loss) income from discontinued operations (460 ) 10,659 (1,546 ) (214,003 ) Loss on sale of Nutrition business (3) (96 ) — (96 ) — Total pretax (loss) income from discontinued operations (556 ) 10,659 (1,642 ) (214,003 ) Income tax benefit (142 ) (650 ) (419 ) (18,931 ) (Loss) income from discontinued operations, net of income tax benefit $ (414 ) $ 11,309 $ (1,223 ) $ (195,072 ) (1) For the three and six months ended June 30, 2021, expenses from discontinued operations primarily relate to legal and other professional fees and separation costs. (2) The term loans under our Prior Credit Agreement (as defined in Note 8) originated with the purchase of Nutrisystem on March 8, 2019. Following the disposition of Nutrisystem, we repaid $519.0 million of principal on the term loans under the terms of our prior credit agreement. For the three and six months ended June 30, 2020, we allocated interest expense to discontinued operations based on the interest expense incurred during such periods related to $519.0 million of term loan debt, using our historical interest rates. (3) Represents additional loss recognized in the second quarter of 2021 upon final settlement of the post-closing working capital adjustment, as described above The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Impairment of goodwill and intangible assets $ — $ — $ — $ 199,500 Depreciation and amortization — 10,509 — 23,242 Capital expenditures on discontinued operations — 2,132 — 3,814 Deferred income taxes (benefits) (142 ) (6,077 ) (419 ) (24,357 ) Share-based compensation on discontinued operations — 809 — 747 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 4 . 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. We earn revenue from continuing operations primarily from three programs: SilverSneakers ® ® TM Except for Prime Fitness, our 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 commercial health plans, employers, and other sponsoring organizations generally have initial terms of approximately three years, while individuals who purchase the Prime Fitness program through these organizations may cancel at any time (on a monthly basis) after an initial period of one to three months. The significant majority of our customer contracts contain one Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2021 Revenue recognized that was included in deferred revenue at the beginning of the period $ (3,747 ) $ (4,206 ) Increases due to cash received from customers, excluding amounts recognized as revenue during the period $ 3,333 $ 3,683 Our fees are variable month to month and are generally billed per member per month (“PMPM”) or billed based on a combination of PMPM and member visits to a network location. We bill PMPM fees by multiplying the contractually negotiated PMPM rate by the number of members eligible for or receiving our services during the month. Due to the COVID-19 pandemic, t he average monthly total participation levels of our members have fluctuated significantly since March 2020. For the three months ended June 30, 2021, total SilverSneakers visits were significantly higher than the same period in 2020. For the six months ended June 30, 2021, total SilverSneakers visits were not materially different from the same period in 2020. As a result, revenues from PMPM fees represented 47 % and 88 % of SilverSneakers revenue for the three months ended June 30 , 202 1 and 2020 , respectively, and 50 % and 51 % of SilverSneakers revenue for the six months ended June 30 , 2021 and 2020 , respectively . We bill for member visits approximately one month in arrears once actual member visits are known. Payments from customers are typically due within 30 days of invoice date. When material, we capitalize costs to obtain contracts with customers and amortize them over the expected recovery period. At June 30 , 20 2 1 and December 31, 20 20 , $ 0.7 million and $ million , respectively, of such costs were capitalized . During the three and six months ended June 3 0 , 202 1 , amortization expense related to such capitalized costs was $ 0.2 million and $ 0.3 million , respectively. During the three and six months ended June 30, 2020, amortization expense related to such capitalized costs was $ 0.1 million. Our customer contracts include variable consideration, which is allocated to each distinct month over the contract term based on eligible members and/or member visits each month. The allocated consideration corresponds directly with the value to our customers of our services completed for the month. Under the majority of 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. ASC 606-10-50-14(b) provides an optional exemption, which we have elected to apply, from disclosing remaining performance obligations when revenue is recognized from the satisfaction of the performance obligation in accordance with the “right to invoice” practical expedient. Although we evaluate our financial performance and make resource allocation decisions based upon the results of our single The following table sets forth revenue from continuing operations disaggregated by program. Revenue from our SilverSneakers program is predominantly contracted with Medicare Advantage and Medicare Supplement plans. (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 SilverSneakers $ 90,742 $ 49,157 $ 170,568 $ 170,764 Prime Fitness 23,357 19,047 45,951 51,858 WholeHealth Living 5,712 4,747 11,348 9,796 Other (1) 260 8,972 289 9,197 $ 120,071 $ 81,923 $ 228,156 $ 241,615 (1) For the three and six months ended June 30, 2020, other revenue in the table above includes $6.8 million from a well-being program with a large employer as well as $2.1 million of revenue from home-delivered meals through our Wisely Well brand Sales and usage-based taxes are excluded from revenues. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 5 . Share-Based Compensation We currently have h e a e d a d oc n e performance-based stock units, and market stock units h ba a a d a e o l e e o o c l For the three and six months ended June 30, 2021, we recognized total share-based compensation costs of $2.9 million and $5.9 million, respectively. For the three and six months ended June 30, 2020, we recognized total share-based compensation costs from continuing operations of $2.1 million and $2.9 million, respectively. We account for forfeitures as they occur. In March 2021, we granted annual long-term incentive awards to our employees consisting of (i) approximately 150,000 stock options with a weighted average exercise price of $26.29 per share and a weighted average grant date fair value of $13.21 per share, and (ii) approximately 83,000 restricted stock units with a weighted average grant date fair value of $23.90 per share. These awards vest over or at the end of three years. In May 2021, we granted annual long-term incentive awards to the independent members of our Board of Directors consisting of approximately 30,000 restricted stock units with a weighted average grant date fair value of $24.76 per share. These awards generally vest at the end of one year. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6 . Incom Taxes For the three and six months ended June 30, 2021, we had an effective income tax rate from continuing operations of 2.1% and 21.4%, respectively. For the three and six months ended June 30, 2020, we had an effective income tax rate from continuing operations of 28.2% and 28.0%, respectively. We file income tax returns in the U.S. Federal jurisdiction and in various state and foreign |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | 7. Leases We maintain lease agreements principally for our office spaces and certain equipment. We maintain two sublease agreements with respect to one 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 and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Finance lease cost: Amortization of leased assets $ 156 $ 162 $ 314 $ 324 Interest of lease liabilities 12 22 26 47 Operating lease cost 1,897 1,960 3,812 3,919 Total lease cost before subleases $ 2,065 $ 2,144 $ 4,152 $ 4,290 Sublease income (1,344 ) (1,363 ) (2,688 ) (2,764 ) Total lease cost, net $ 721 $ 781 $ 1,464 $ 1,526 Supplemental cash flow information related to leases is as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow attributable to operating leases $ (807 ) $ (842 ) $ (2,357 ) $ (2,210 ) Operating cash flow attributable to finance leases (12 ) (22 ) (26 ) (47 ) Financing cash flow attributable to finance leases (159 ) (155 ) (316 ) (306 ) For the three and six months ended June 30, 2021 and 2020, there were no noncash transactions related to leases. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 8 . De b The C o an o i n (In thousands) June 30, 2021 December 31, 2020 Term Loan A $ — $ 124,035 Term Loan B 400,000 372,240 400,000 496,275 Less: deferred loan costs and original issue discount (14,402 ) (29,569 ) Total debt 385,598 466,706 Less: current portion (4,000 ) (7,456 ) Total long-term debt $ 381,598 $ 459,250 Credit Facilities On June 30, 2021, we entered into a new Credit Agreement (the “Credit Agreement”) with a group of lenders, Morgan Stanley Senior Funding, Inc., as general administrative agent, term loan facility administrative agent and collateral agent (“Morgan Stanley”), and Truist Bank, as revolving facility agent and swingline lender (“Truist”). The Credit Agreement replaced our prior Credit and Guaranty Agreement, dated March 8, 2019 (the “Prior Credit Agreement”), with a group of lenders, Credit Suisse AG, Cayman Islands Branch, as general administrative agent, term facility agent and collateral agent, and Truist, as revolving facility agent and swingline lender. The Credit Agreement provides us with (i) a $400.0 million term loan B facility (the “Term Loan B”), (ii) a $100.0 million revolving credit facility that includes a $30.0 million sublimit for swingline loans and a $40.0 million sublimit for letters of credit (the “Revolving Credit Facility), and (iii) uncommitted incremental accordion facilities in an aggregate amount at any date equal to the greater of $167.5 million or 100% of our Consolidated EBITDA (as defined in the Credit Agreement) for the then-preceding four fiscal quarters, plus additional amounts based on, among other things, satisfaction of certain financial ratio requirements. As of June 30, 2021, outstanding debt under the Credit Agreement was $385.6 million, and availability under the revolving credit facility totaled $99.5 million as calculated under the most restrictive covenant. Upon execution of the Credit Agreement, we recorded a loss on extinguishment of debt of $18.2 million, which related to the write-off of certain unamortized original issue discount and deferred loan costs associated with the Prior Credit Agreement. Additionally, we incurred third-party costs of $0.8 million related to the execution of the Credit Agreement and the transactions that are the subject thereof, which were recorded as loss on modification of debt. We used the proceeds of the Term Loan B and cash on hand to repay all of the outstanding indebtedness under the Prior Credit Agreement, and to pay transaction costs and expenses. Proceeds of the Revolving Credit Facility also may be used for general corporate purposes of the Company and its subsidiaries. We are required to repay Term Loan B loans in consecutive quarterly installments, each in the amount of 0.25% of the aggregate initial amount of such loans, payable on September 30, 2021 and on the last day of each succeeding quarter thereafter until maturity on June 30, 2028, at which time the entire outstanding principal balance of such loans is due and payable in full. We are required to repay in full any outstanding swingline loans and revolving loans, and to terminate or cash collateralize any outstanding letters of credit, under the Revolving Credit Facility on June 30, 2026. Borrowings under the Credit Agreement bear interest at variable rates based on a margin or spread in excess of either (1) one-month, three-month or six-month LIBOR (or, if available to all lenders holding the particular class of loans, 12-month LIBOR), which may not be less than 0.00%, 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 Base Rate may not be less than 1.00%. The LIBOR margin for Term Loan B loans is 4.25%, and the LIBOR margin for revolving loans varies between 4.25% and 3.75% depending on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). The Base Rate margin for Term Loan B loans is 3.25%, and the Base Rate margin for revolving loans varies between 3.25% and 2.75%, depending on our First Lien Net Leverage Ratio. In May 2019, we entered into eight amortizing interest rate swap agreements, each of which matures in May 2024. Under these interest rate swap agreements, we receive a variable rate of interest based on LIBOR, and we pay a fixed rate of interest equal to approximately 2.2%. As further explained in Note 11, during the fourth quarter of 2020 we concluded that five of the eight interest rate swaps no longer qualified for hedge accounting treatment, and we de-designated these derivatives. As of June 30, 2021, the eight interest rate swap agreements had current notional amounts totaling $700.0 million, of which $388.9 million related to effective hedges. The Credit Agreement also provides for annual commitment fees ranging between 0.375% and 0.25% of the unused commitments under the Revolving Credit Facility, depending on our Total Net Leverage Ratio (as defined in the Credit Agreement), and annual letter of credit fees on the daily maximum amount available under outstanding letters of credit at the LIBOR margin for the Revolving Credit Facility. 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 the Company’s and such subsidiaries’ assets, subject to certain specified exceptions. With respect to the Revolving Credit Facility, the Credit Agreement contains a financial covenant that requires us to comply with a specified maximum First Lien Net Leverage Ratio if utilization of the Revolving Credit Facility exceeds a specified level as of the last day of any period of four consecutive fiscal quarters. 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, liens; indebtedness; changes in the nature of business; mergers and other fundamental changes; sales and other dispositions of assets (including equity interests in subsidiaries); loans, advances, guarantees, acquisitions and other investments; restricted payments (including dividends, distributions, buybacks, redemptions and repurchases with respect to equity interests); change in fiscal year; prepayments, redemptions or acquisitions for value with respect to junior lien, subordinated or unsecured debt; changes in organizational documents and junior debt agreements; negative pledges; restrictions on subsidiary distributions; transfers of material assets to subsidiaries that are not guarantors; and transactions with affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9 . Commitment an Contingencies Shareholder Lawsuits: Weiner Lawsuit and Consolidated Derivative 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 $0.001 per share (“Common Stock”) dropped on that same day. The lawsuits filed in connection with the United Press Release are described below . On November 20, 2017, Eric Weiner, claiming to be a stockholder of the Company, filed a complaint in the United States District Court for the Middle District of Tennessee (“Weiner Lawsuit”). The Weiner Lawsuit names as defendants the Company, the Company's former 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. On April 3, 2018, the Court appointed the Oklahoma Firefighters Pension and Retirement System as lead plaintiff, and on January 29, 2020, the Court entered an order certifying the class of stockholders who purchased Company Common Stock between March 6, 2017 and November 6, 2017. On April 23, 2021, the parties reached a settlement in principle of the Weiner Lawsuit pursuant to which defendants’ insurers will pay the entire settlement amount in exchange for a release of claims. On June 10, 2021, the parties filed a joint stipulation and agreement of settlement with the Court, and plaintiffs filed a motion for preliminary approval of the settlement. On June 15, 2021, the Court issued an order preliminarily approving the settlement, and scheduled a settlement approval hearing for October 4, 2021. The settlement remains subject to final court approval, which is not assured . 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 United States 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. The Court granted final approval to the settlement on February 19, 2021. The joint stipulation of settlement required the Company to implement certain corporate governance reforms and did not have a financial impact on the Company. Shareholder Lawsuits: Strougo, Cobb, and Delaware Lawsuits On February 25, 2020, Robert Strougo, claiming to be a stockholder of the Company, filed a complaint in the United States District Court for the Middle District of Tennessee (the "Strougo Lawsuit"). On August 18, 2020, the Court appointed Sheet Metal Workers Local No. 33, Cleveland District, Pension Fund as lead plaintiff. Plaintiff filed its amended complaint on November 13, 2020. The amended complaint is on behalf of a putative class of stockholders who purchased Company Common Stock between March 8, 2019 and February 19, 2020 and names as defendants the Company, the Company's chief financial officer, and former chief operating officer. The amended 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 and accounting for the Nutrisystem business that the Company acquired on March 8, 2019. The defendants filed a motion to dismiss the amended complaint on December 4, 2020. On July 29, 2021, the Court issued an order denying the defendants’ motion to dismiss . 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 current and former directors and officers as defendants (the “Cobb Lawsuit”). The complaint asserts claims for breach of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste of corporate assets, 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. On June 9, 2020, the United States Magistrate Judge approved the parties’ stipulation to stay the case pending the resolution of defendants’ motion to dismiss in the Strougo Lawsuit. In July 2020, three putative derivative complaints were filed in the United States District Court for the District of Delaware by the following individuals claiming to be stockholders of the Company: Patrick Yerby, Thomas R. Conte, Melvyn Klein, and Mark Ridendour (the “Delaware Derivative Lawsuits”). The complaints largely track the allegations, named defendants, asserted claims, and requested relief of the Cobb Lawsuit. The three Delaware Derivative Lawsuits have been consolidated and stayed Given the uncertainty of litigation and the preliminary stage of the Strougo Lawsuit, Cobb Lawsuit, and Delaware Derivative Lawsuits, we are not currently 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 these lawsuits. 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. 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. On July 23, 2021, the Court granted the defendant’s motion for summary judgment dismissing certain of plaintiff’s damages claims, namely any claim for royalty damages and claims related to profits based on reverse confusion. 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 | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10 . 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 June 30, 2021 and December 31, 2020. (In thousands) Level 2 June 30, 2021 December 31, 2020 Derivatives designated as effective hedging instruments Liabilities: Interest rate swap agreements $ 15,151 $ 20,377 Non-designated derivatives Liabilities: Interest rate swap agreements $ 12,087 $ 16,260 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, or more frequ en t ly whenever events or circumsta n c e s i n dicate that th e carryin g v a lu e ma y no t b e r e cov e rab l e, • 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 fair value of a reporting unit is the price that would be received upon a sale of the unit as a whole in an orderly transaction between market participants at the measurement date. Following the sale of Nutrisystem effective December 9, 2020, we have a single reporting unit. We also measure on a non-recurring basis our cost method investments that do not have readily determinable fair values. We have elected the measurement alternative to measure such investments at cost less impairment, adjusted by observable price changes, with any fair value changes recognized in earnings. At June 30, 2021, w e owned 159,309 shares of common stock of a predecessor (“Legacy Sharecare”) of Sharecare, Inc. (“Sharecare”) that we acquired in connection with the sale of our total population health services business to Legacy Sharecare in July 2016. We reported such shares at their carrying value of $10.8 million in “Other assets” on our consolidated balance sheets. On February 12, 2021, Legacy Sharecare announced that it had entered into a merger agreement with Falcon Capital Acquisition Corp. (“FCAC”) and FCAC Merger Sub, Inc. (“Merger Sub”) pursuant to which Legacy Sharecare would merge with and into Merger Sub with Sharecare surviving as a wholly owned subsidiary of FCAC (the “Sharecare Transaction”). The Sharecare Transaction was consummated effective July 1, 2021. See Note 14 for further information. 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 a 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 Loan B is e o l i a Th e volvin redi acilit Loan B at June 30, 2021 was estimated to equal the carrying value (excluding orig inal issue discount and deferred loan costs) of $ 400 million . There were no outstanding borrowings under the Revolving Cr edit Facility at June 30 , 202 1. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 11 . 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). Some of these derivatives 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. Changes in the derivative’s fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. We classify cash flows from settlement of our effective 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 classify cash flows from settlement of our non-designated derivatives within the investing section of the consolidated statements of cash flows. Cash Flow Hedges of Interest Rate Risk and Non-Designated Derivatives 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 June 30, 2021 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. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and losses in accumulated other comprehensive income or loss ("accumulated OCI") associated with such derivative instruments are reclassified into earnings in the period of de-designation. In May 2019, we entered into eight amortizing interest rate swap agreements, each of which matures in May 2024 and was initially designated as an effective cash flow hedge. 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%. Upon entering into the Purchase Agreement with Kainos on October 18, 2020, we determined that some of our hedged transactions would not materially occur in the initially identified time period since we expected to use the majority of the net proceeds from the sale to pay down a significant portion of outstanding debt. As a result, we concluded that five of our eight interest rate swaps no longer qualified for hedge accounting treatment. Accordingly, in the fourth quarter of 2020 we de-designated these five derivatives (“de-designated swaps”) and accelerated the reclassification of deferred gains and losses in accumulated OCI to earnings from discontinued operations as a result of the hedged forecasted transactions becoming probable not to occur. Upon de-designation in the fourth quarter of 2020, we recognized a pre-tax loss of $14.3 million in income (loss) from discontinued operations. Additionally, upon de-designation in October 2020, we froze $3.2 million of previously deferred losses in accumulated OCI related to forecasted payments that are probable of occurring. We reclassify such deferred losses from accumulated OCI into earnings as an adjustment to interest expense during periods in which the forecasted transactions impact earnings , consistent with hedge accounting treatment. In the event that the related forecasted payments are no longer probable of occurring, the related loss in accumulated OCI will be recognized in earnings immediately. We continue to maintain the effective hedging relationship between three interest rate swap agreements and the portion of our forecasted payments that is expected to remain highly probable of occurring. Our entering into the Credit Agreement on June 30, 2021 had no effect on the hedging designation of our interest rate swaps as the hedges are not tied to a specific debt instrument and the economic characteristics of the Credit Agreement are similar to those of the Prior Credit Agreement. During the fourth quarter of 2020 we evaluated the likelihood and extent of potential future losses from the de-designated swaps. Such potential future losses are capped since the variable interest rate of our swaps is subject to a floor of 0%. Based on the LIBOR rates in effect at the time of de-designation, we decided to hold the de-designated swaps as derivative instruments requiring mark-to-market accounting treatment, with any change in fair value recognized each period in current earnings. At June 30, 2021, our interest rate swap agreements designated as effective cash flow hedges had current notional amounts totaling $388.9 million , and our de-designated interest rate swap agreements had current notional amounts totaling $311.1 million. We record all derivatives at estimated fair value in the consolidated balance sheet. Gains and losses on derivatives designated as effective cash flow hedges are recorded in 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 cash flow hedge derivatives will be reclassified to interest expense as we make interest payments on our variable-rate debt. As of June 30, 2021, we expect to reclassify $8.3 million, pre-tax, from accumulated OCI as an increase to interest expense within the next 12 months due to the scheduled payment of interest associated with our debt. The estimated gross fair values of derivative instruments and their classification on the consolidated balance sheet at June 30, 2021 and December 31, 2020 were as follows: (In thousands) June 30, 2021 December 31, 2020 Liabilities: Derivatives designated as effective hedging instruments: Current portion of long-term liabilities $ 7,633 $ 8,205 Other long-term liabilities 7,518 12,172 $ 15,151 $ 20,377 Non-designated derivatives: Current portion of long-term liabilities $ 6,091 $ 6,548 Other long-term liabilities 5,996 9,712 $ 12,087 $ 16,260 The following table presents the effect of cash flow hedge accounting on accumulated OCI as of June 30 (In thousands) For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Derivatives designated as effective hedging instruments: Loss (gain) related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 323 $ 5,020 $ (1,089 ) $ 32,772 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect (2,091 ) (3,482 ) (4,137 ) (4,603 ) Non-designated derivatives: Previously deferred loss on interest rate swap agreements reclassified from accumulated OCI to interest expense, gross of tax effect $ (145 ) $ — $ (450 ) $ — Total other comprehensive (income) loss, gross of tax $ (1,913 ) $ 1,538 $ (5,676 ) $ 28,169 The following table presents the impact that non-designated derivatives had on our consolidated statement of operations for the three and six months ended June 30, 2021: (In thousands) Statement of Operations Classification Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Interest rate swap agreements: Net (gain) loss related to ineffective portion of derivatives, gross of tax effect Other expense (income), net $ 259 $ (872 ) Previously deferred loss related to de-designated swaps reclassified from accumulated OCI, gross of tax effect Interest expense 145 450 $ 404 $ (422 ) |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 12. Earning (Loss) Pe Sha r During 2020, w e used the two-class method to calculate earnings per share as the unvested restricted stock awards outstanding under our equity incentive plan were 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. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. The f ollowing 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 and six months ended June 30, 2021 a n d 2020: (In thousands except per share data) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Income from continuing operations - numerator for earnings (loss) per share $ 8,771 $ 17,202 $ 28,716 $ 25,477 Income (loss) from discontinued operations - numerator for earnings (loss) per share (414 ) 11,309 (1,223 ) (195,072 ) Net income (loss) 8,357 28,511 27,493 (169,595 ) Net income allocated to unvested restricted stock — (20 ) — — Net income (loss) allocated to shares of Common Stock $ 8,357 $ 28,491 $ 27,493 $ (169,595 ) Denominator: Shares used for basic income (loss) per share 49,470 48,711 49,361 48,662 Effect of dilutive stock options and stock units outstanding: Non-qualified stock options 68 8 65 26 Restricted stock units 642 75 743 120 Performance-based stock units 67 — 64 17 Market stock units 210 — 180 — Shares used for diluted income (loss) per share 50,457 48,794 50,413 48,825 Earnings (loss) per share - basic: Continuing operations $ 0.18 $ 0.35 $ 0.58 $ 0.52 Discontinued operations $ (0.01 ) $ 0.23 $ (0.02 ) $ (4.01 ) Net income (loss) (1) $ 0.17 $ 0.59 $ 0.56 $ (3.49 ) Earnings (loss) per share - diluted: Continuing operations $ 0.17 $ 0.35 $ 0.57 $ 0.52 Discontinued operations $ (0.01 ) $ 0.23 $ (0.02 ) $ (4.00 ) Net income (loss) (1) $ 0.17 $ 0.58 $ 0.55 $ (3.47 ) Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive: Non-qualified stock options 204 235 236 176 Restricted stock units 1 750 5 424 Restricted stock awards — 32 — 35 Performance-based stock units — 95 — 47 Market-based stock units — 49 — 25 (1) Figures may not add due to rounding. Market stock units and performance-based stock units outstanding are considered contingently issuable shares, and certain of these stock units were excluded from the calculations of diluted earnings per share as the performance criteria had not been met as of the end of the applicable reporting period. |
Accumulated OCI
Accumulated OCI | 6 Months Ended |
Jun. 30, 2021 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated OCI | 13. Accumulated OCI The following tables summarize the changes in accumulated OCI, net of tax, for the six months ended June 30, 2021 and 2020: (In thousands) Net Change in Fair Value of Interest Rate Swaps Accumulated OCI, net of tax, as of January 1, 2021 $ (17,389 ) Other comprehensive income (loss) before reclassifications, net of tax of $278 811 Amounts reclassified from accumulated OCI, net of tax of $1,171 3,416 Accumulated OCI, net of tax, as of June 30, 2021 $ (13,162 ) (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 $8,370 (24,402 ) Amounts reclassified from accumulated OCI, net of tax of $1,175 3,428 Accumulated OCI, net of tax, as of June 30, 2020 $ (33,065 ) The following table presents details about reclassifications out of accumulated OCI for the six months ended June 30, 2021 and 2020: Six Months Ended (In thousands) June 30, 2021 June, 2020 Statement of Operations Classification Interest rate swaps $ 4,587 $ 4,603 Interest expense (1,171 ) (1,175 ) Income tax expense Total amounts reclassified from accumulated OCI $ 3,416 $ 3,428 Net of tax See Note 11 for a further discussion of our interest rate swaps. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events As described in Note 10, we held The lockup period continues until the earlier of one year after the effective time of the Sharecare Transaction or such other time at which the Sharecare Common Stock trades at a certain minimum price for 20 trading days in any 30-day trading period beginning on or after November 28, 2021. In addition, between December 28, 2021 and March 27, 2022 (the “First Sale Window”), we are permitted to sell up to 750,000 shares. Between March 28, 2022 and July 1, 2022, we may sell up to 750,000 shares plus any portion of the 750,000 shares we were permitted to, but did not, sell during the First Sale Window. Beginning in July 2021, we measure the Sharecare Investment at fair value and classify it as a Level 1 asset within the fair value hierarchy. As required under ASC 321, “Investments – Equity Securities”, we recognize any changes in fair value of the Sharecare Investment in net income as unrealized gains or losses. In addition, in July 2021, we recorded a realized gain of $2.5 million in non-operating income based on the $2.7 million cash proceeds received from the Sharecare Transaction. At June 30, 2021, we provided a valuation allowance for $149.6 million of deferred tax assets related to capital loss carryforwards . We expect to reverse a portion of such valuation allowance in the third quarter of 2021 based on the positive evidence provided by both the realized and anticipated capital gains from the disposal of the Sharecare Investment that will be available to utilize these capital loss carryforwards. The |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In our opinion, the accompanying consolidated financial statements of Tivity Health, Inc. and its wholly owned subsidiaries (collectively, “Tivity Health,” the “Company,” or such terms as “we,” “us,” or “our”) reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. We have reclassified certain items in prior periods to conform to current classifications. Our results from continuing operations do not include the results of Nutrisystem, Inc. (“Nutrisystem”), which we sold effective December 9, 2020. Results of operations for Nutrisystem have been classified as discontinued operations for all periods presented in the accompanying consolidated financial statements. We have omitted certain financial information that is normally included in financial statements prepared in accordance with U.S. GAAP but that is not required for interim reporting purposes. You should read the accompanying consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. |
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 temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, such as a transition away from the use of LIBOR. ASC 848 was effective for the Company as of January 1, 2020. The provisions of ASC 848 are available through December 31, 2022, at which time the reference rate replacement activity is expected to have been completed. 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. The accounting relief provided by ASC 848 is applicable only to legacy contracts if the amendments made to the agreements are solely for reference rate reform activities. Modifications that are unrelated to reference rate reform will scope out a given contract. 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. In March 2020, we elected the expedient that 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 addition, we have the option to change the method of assessing effectiveness upon a change in the critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848. In June 2020, we elected to (i) continue the method of assessing effectiveness as documented in the original hedge documentation and (ii) apply the expedient wherein the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. We will also apply the aforementioned elections to any future designated cash flow hedging relationship. 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 June 30, 2021, 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 . |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summary of Financial Results Included in Income (Loss) from Discontinued Operations | The following table presents financial results of the Nutrition business included in “income (loss) from discontinued operations" for the three and six months ended June 30, 2021 and 2020. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Revenues $ — $ 180,675 $ — $ 358,638 Cost of revenues — 84,437 — 168,445 Marketing expenses — 50,340 — 130,113 Selling, general and administrative expenses (1) 460 14,566 1,546 30,523 Depreciation and amortization — 10,509 — 23,242 Impairment loss — — — 199,500 Restructuring and related charges — 182 — 443 Interest expense (2) — 9,982 — 20,375 Pretax (loss) income from discontinued operations (460 ) 10,659 (1,546 ) (214,003 ) Loss on sale of Nutrition business (3) (96 ) — (96 ) — Total pretax (loss) income from discontinued operations (556 ) 10,659 (1,642 ) (214,003 ) Income tax benefit (142 ) (650 ) (419 ) (18,931 ) (Loss) income from discontinued operations, net of income tax benefit $ (414 ) $ 11,309 $ (1,223 ) $ (195,072 ) (1) For the three and six months ended June 30, 2021, expenses from discontinued operations primarily relate to legal and other professional fees and separation costs. (2) The term loans under our Prior Credit Agreement (as defined in Note 8) originated with the purchase of Nutrisystem on March 8, 2019. Following the disposition of Nutrisystem, we repaid $519.0 million of principal on the term loans under the terms of our prior credit agreement. For the three and six months ended June 30, 2020, we allocated interest expense to discontinued operations based on the interest expense incurred during such periods related to $519.0 million of term loan debt, using our historical interest rates. (3) Represents additional loss recognized in the second quarter of 2021 upon final settlement of the post-closing working capital adjustment, as described above |
Summary of Depreciation, Amortization and Significant Operating and Investing Non-cash Items of the Discontinued Operations | The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Impairment of goodwill and intangible assets $ — $ — $ — $ 199,500 Depreciation and amortization — 10,509 — 23,242 Capital expenditures on discontinued operations — 2,132 — 3,814 Deferred income taxes (benefits) (142 ) (6,077 ) (419 ) (24,357 ) Share-based compensation on discontinued operations — 809 — 747 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Significant Changes in Deferred Revenue Balance | Significant changes in the deferred revenue balance during the period are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2021 Revenue recognized that was included in deferred revenue at the beginning of the period $ (3,747 ) $ (4,206 ) Increases due to cash received from customers, excluding amounts recognized as revenue during the period $ 3,333 $ 3,683 |
Summary of Revenue Disaggregated | The following table sets forth revenue from continuing operations disaggregated by program. Revenue from our SilverSneakers program is predominantly contracted with Medicare Advantage and Medicare Supplement plans. (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 SilverSneakers $ 90,742 $ 49,157 $ 170,568 $ 170,764 Prime Fitness 23,357 19,047 45,951 51,858 WholeHealth Living 5,712 4,747 11,348 9,796 Other (1) 260 8,972 289 9,197 $ 120,071 $ 81,923 $ 228,156 $ 241,615 (1) For the three and six months ended June 30, 2020, other revenue in the table above includes $6.8 million from a well-being program with a large employer as well as $2.1 million of revenue from home-delivered meals through our Wisely Well brand |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The following table shows the components of lease expense for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Finance lease cost: Amortization of leased assets $ 156 $ 162 $ 314 $ 324 Interest of lease liabilities 12 22 26 47 Operating lease cost 1,897 1,960 3,812 3,919 Total lease cost before subleases $ 2,065 $ 2,144 $ 4,152 $ 4,290 Sublease income (1,344 ) (1,363 ) (2,688 ) (2,764 ) Total lease cost, net $ 721 $ 781 $ 1,464 $ 1,526 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow attributable to operating leases $ (807 ) $ (842 ) $ (2,357 ) $ (2,210 ) Operating cash flow attributable to finance leases (12 ) (22 ) (26 ) (47 ) Financing cash flow attributable to finance leases (159 ) (155 ) (316 ) (306 ) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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) June 30, 2021 December 31, 2020 Term Loan A $ — $ 124,035 Term Loan B 400,000 372,240 400,000 496,275 Less: deferred loan costs and original issue discount (14,402 ) (29,569 ) Total debt 385,598 466,706 Less: current portion (4,000 ) (7,456 ) Total long-term debt $ 381,598 $ 459,250 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020. (In thousands) Level 2 June 30, 2021 December 31, 2020 Derivatives designated as effective hedging instruments Liabilities: Interest rate swap agreements $ 15,151 $ 20,377 Non-designated derivatives Liabilities: Interest rate swap agreements $ 12,087 $ 16,260 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020 were as follows: (In thousands) June 30, 2021 December 31, 2020 Liabilities: Derivatives designated as effective hedging instruments: Current portion of long-term liabilities $ 7,633 $ 8,205 Other long-term liabilities 7,518 12,172 $ 15,151 $ 20,377 Non-designated derivatives: Current portion of long-term liabilities $ 6,091 $ 6,548 Other long-term liabilities 5,996 9,712 $ 12,087 $ 16,260 |
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 June 30 (In thousands) For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Derivatives designated as effective hedging instruments: Loss (gain) related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 323 $ 5,020 $ (1,089 ) $ 32,772 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect (2,091 ) (3,482 ) (4,137 ) (4,603 ) Non-designated derivatives: Previously deferred loss on interest rate swap agreements reclassified from accumulated OCI to interest expense, gross of tax effect $ (145 ) $ — $ (450 ) $ — Total other comprehensive (income) loss, gross of tax $ (1,913 ) $ 1,538 $ (5,676 ) $ 28,169 |
Schedule of Impact of Derivatives Not Designated as Hedges on Consolidated Statement of Operations | The following table presents the impact that non-designated derivatives had on our consolidated statement of operations for the three and six months ended June 30, 2021: (In thousands) Statement of Operations Classification Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Interest rate swap agreements: Net (gain) loss related to ineffective portion of derivatives, gross of tax effect Other expense (income), net $ 259 $ (872 ) Previously deferred loss related to de-designated swaps reclassified from accumulated OCI, gross of tax effect Interest expense 145 450 $ 404 $ (422 ) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator of Basic and Diluted Earnings (Loss) Per Share | The f ollowing 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 and six months ended June 30, 2021 a n d 2020: (In thousands except per share data) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Income from continuing operations - numerator for earnings (loss) per share $ 8,771 $ 17,202 $ 28,716 $ 25,477 Income (loss) from discontinued operations - numerator for earnings (loss) per share (414 ) 11,309 (1,223 ) (195,072 ) Net income (loss) 8,357 28,511 27,493 (169,595 ) Net income allocated to unvested restricted stock — (20 ) — — Net income (loss) allocated to shares of Common Stock $ 8,357 $ 28,491 $ 27,493 $ (169,595 ) Denominator: Shares used for basic income (loss) per share 49,470 48,711 49,361 48,662 Effect of dilutive stock options and stock units outstanding: Non-qualified stock options 68 8 65 26 Restricted stock units 642 75 743 120 Performance-based stock units 67 — 64 17 Market stock units 210 — 180 — Shares used for diluted income (loss) per share 50,457 48,794 50,413 48,825 Earnings (loss) per share - basic: Continuing operations $ 0.18 $ 0.35 $ 0.58 $ 0.52 Discontinued operations $ (0.01 ) $ 0.23 $ (0.02 ) $ (4.01 ) Net income (loss) (1) $ 0.17 $ 0.59 $ 0.56 $ (3.49 ) Earnings (loss) per share - diluted: Continuing operations $ 0.17 $ 0.35 $ 0.57 $ 0.52 Discontinued operations $ (0.01 ) $ 0.23 $ (0.02 ) $ (4.00 ) Net income (loss) (1) $ 0.17 $ 0.58 $ 0.55 $ (3.47 ) Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive: Non-qualified stock options 204 235 236 176 Restricted stock units 1 750 5 424 Restricted stock awards — 32 — 35 Performance-based stock units — 95 — 47 Market-based stock units — 49 — 25 (1) Figures may not add due to rounding. |
Accumulated OCI (Tables)
Accumulated OCI (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 six months ended June 30, 2021 and 2020: (In thousands) Net Change in Fair Value of Interest Rate Swaps Accumulated OCI, net of tax, as of January 1, 2021 $ (17,389 ) Other comprehensive income (loss) before reclassifications, net of tax of $278 811 Amounts reclassified from accumulated OCI, net of tax of $1,171 3,416 Accumulated OCI, net of tax, as of June 30, 2021 $ (13,162 ) (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 $8,370 (24,402 ) Amounts reclassified from accumulated OCI, net of tax of $1,175 3,428 Accumulated OCI, net of tax, as of June 30, 2020 $ (33,065 ) |
Schedule of Reclassifications Out of Accumulated OCI | The following table presents details about reclassifications out of accumulated OCI for the six months ended June 30, 2021 and 2020: Six Months Ended (In thousands) June 30, 2021 June, 2020 Statement of Operations Classification Interest rate swaps $ 4,587 $ 4,603 Interest expense (1,171 ) (1,175 ) Income tax expense Total amounts reclassified from accumulated OCI $ 3,416 $ 3,428 Net of tax |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 09, 2020 | |
Business Acquisition [Line Items] | |||
Proceeds from sale of business, net of cash transferred | $ 2,747 | ||
Nutrisystem, Inc. | |||
Business Acquisition [Line Items] | |||
Customary indebtedness and cash adjustments | $ 558,900 | ||
Transaction costs directly related to disposition of Nutrition | $ 11,200 | ||
Proceeds from sale of business, net of cash transferred | $ 550,400 | ||
Nutrisystem, Inc. | Other Current Assets | |||
Business Acquisition [Line Items] | |||
Additional proceeds from sale of businesses after working capital adjustment | $ 2,700 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Financial Results Included in Income (Loss) from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Impairment loss | $ 199,500 | ||||
Income tax benefit | $ (142) | $ (650) | $ (419) | (18,931) | |
(Loss) income from discontinued operations, net of income tax benefit | (414) | 11,309 | (1,223) | (195,072) | |
Nutrisystem, Inc. | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Revenues | 180,675 | 358,638 | |||
Cost of revenues | 84,437 | 168,445 | |||
Marketing expenses | 50,340 | 130,113 | |||
Selling, general and administrative expenses | [1] | 460 | 14,566 | 1,546 | 30,523 |
Depreciation and amortization | 10,509 | 23,242 | |||
Impairment loss | 199,500 | ||||
Restructuring and related charges | 182 | 443 | |||
Interest expense | [2] | 9,982 | 20,375 | ||
Pretax (loss) income from discontinued operations | (460) | 10,659 | (1,546) | (214,003) | |
Loss on sale of Nutrition business | [3] | (96) | (96) | ||
Total pretax (loss) income from discontinued operations | (556) | 10,659 | (1,642) | (214,003) | |
Income tax benefit | (142) | (650) | (419) | (18,931) | |
(Loss) income from discontinued operations, net of income tax benefit | $ (414) | $ 11,309 | $ (1,223) | $ (195,072) | |
[1] | For the three and six months ended June 30, 2021, expenses from discontinued operations primarily relate to legal and other professional fees and separation costs. | ||||
[2] | The term loans under our Prior Credit Agreement (as defined in Note 8) originated with the purchase of Nutrisystem on March 8, 2019. Following the disposition of Nutrisystem, we repaid $519.0 million of principal on the term loans under the terms of our prior credit agreement. For the three and six months ended June 30, 2020, we allocated interest expense to discontinued operations based on the interest expense incurred during such periods related to $519.0 million of term loan debt, using our historical interest rates. | ||||
[3] | Represents additional loss recognized in the second quarter of 2021 upon final settlement of the post-closing working capital adjustment, as described above |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Financial Results Included in Income (Loss) from Discontinued Operations (Parenthetical) (Details) - Nutrisystem, Inc. - USD ($) $ in Thousands | Dec. 09, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Interest expense | [1] | $ 9,982 | $ 20,375 | |
Long-term Debt | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Interest expense | $ 519,000 | $ 519,000 | ||
Long-term Debt | Prior Credit Agreement | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Repayment of principal on the term loan | $ 519,000 | |||
[1] | The term loans under our Prior Credit Agreement (as defined in Note 8) originated with the purchase of Nutrisystem on March 8, 2019. Following the disposition of Nutrisystem, we repaid $519.0 million of principal on the term loans under the terms of our prior credit agreement. For the three and six months ended June 30, 2020, we allocated interest expense to discontinued operations based on the interest expense incurred during such periods related to $519.0 million of term loan debt, using our historical interest rates. |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Depreciation, Amortization and Significant Operating and Investing Non-cash Items of the Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Discontinued Operation Alternative Cash Flow Information [Abstract] | ||||
Impairment of goodwill and intangible assets | $ 199,500 | |||
Depreciation and amortization | $ 10,509 | 23,242 | ||
Capital expenditures on discontinued operations | 2,132 | 3,814 | ||
Deferred income taxes (benefits) | $ (142) | (6,077) | $ (419) | (24,357) |
Share-based compensation on discontinued operations | $ 809 | $ 747 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)ProgramObligationSegment | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Disaggregation Of Revenue [Line Items] | |||||
Deferred revenue | $ 3,937 | $ 3,937 | $ 4,460 | ||
Continuing Operations | |||||
Disaggregation Of Revenue [Line Items] | |||||
Number of programs | Program | 3 | ||||
Number of performance obligations | Obligation | 1 | ||||
Deferred revenue | $ 3,900 | $ 3,900 | 4,500 | ||
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 | $ 700 | 700 | $ 800 | ||
Capitalized costs, amortization expense | $ 200 | $ 100 | $ 300 | $ 100 | |
Number of reportable segments | Segment | 1 | ||||
Continuing Operations | SilverSneakers | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from PMPM fees percentage | 47.00% | 88.00% | 50.00% | 51.00% |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Significant Change in Deferred Revenue Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | ||
Revenue recognized that was included in deferred revenue at the beginning of the period | $ (3,747) | $ (4,206) |
Increases due to cash received from customers, excluding amounts recognized as revenue during the period | $ 3,333 | $ 3,683 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Revenue Disaggregated by Program (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 120,071 | $ 81,923 | $ 228,156 | $ 241,615 | |
Continuing Operations | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 120,071 | 81,923 | 228,156 | 241,615 | |
Continuing Operations | SilverSneakers | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 90,742 | 49,157 | 170,568 | 170,764 | |
Continuing Operations | Prime Fitness | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 23,357 | 19,047 | 45,951 | 51,858 | |
Continuing Operations | WholeHealth Living | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 5,712 | 4,747 | 11,348 | 9,796 | |
Continuing Operations | Other | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [1] | $ 260 | $ 8,972 | $ 289 | $ 9,197 |
[1] | (1) For the three and six months ended June 30, 2020, other revenue in the table above includes $6.8 million from a well-being program with a large employer as well as $2.1 million of revenue from home-delivered meals through our Wisely Well brand |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Revenue Disaggregated by Program (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 120,071 | $ 81,923 | $ 228,156 | $ 241,615 |
Well-Being Program | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 6,800 | 6,800 | ||
Wisely Well brand | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 2,100 | $ 2,100 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 31, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Type | Jun. 30, 2020USD ($) | |
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 units, performance-based stock units, and market stock units. | |||||
Share-based compensation costs | $ | $ 2.9 | $ 2.1 | $ 5.9 | $ 2.9 | ||
Stock Options | Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Each of share based awards, vesting period | 3 years | |||||
Stock options granted | shares | 150,000 | |||||
Stock options, weighted average exercise price per share | $ 26.29 | |||||
Stock options, weighted average grant date fair value per share | $ 13.21 | |||||
Restricted Stock Units (RSUs) | Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Each of share based awards, vesting period | 3 years | |||||
Restricted stock units granted | shares | 83,000 | |||||
Restricted stock units, weighted average grant date fair value per share | $ 23.90 | |||||
Restricted Stock Units (RSUs) | Independent Members of Board of Directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Each of share based awards, vesting period | 1 year | |||||
Restricted stock units granted | shares | 30,000 | |||||
Restricted stock units, weighted average grant date fair value per share | $ 24.76 | |||||
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 | 3 years |
Income Taxes- Additional Inform
Income Taxes- Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective tax rate | 2.10% | 28.20% | 21.40% | 28.00% |
Earliest Tax Year | ||||
Operating Loss Carryforwards [Line Items] | ||||
Open tax year | 2017 |
Leases - Additional Information
Leases - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021Agreement | |
Lessee Lease Description [Line Items] | |
Number of sublease agreements | 2 |
Minimum | |
Lessee Lease Description [Line Items] | |
Remaining lease terms | 2 months |
Maximum | |
Lessee Lease Description [Line Items] | |
Remaining lease terms | 39 months |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Amortization of leased assets | $ 156 | $ 162 | $ 314 | $ 324 |
Interest of lease liabilities | 12 | 22 | 26 | 47 |
Operating lease cost | 1,897 | 1,960 | 3,812 | 3,919 |
Total lease cost before subleases | 2,065 | 2,144 | 4,152 | 4,290 |
Sublease income | (1,344) | (1,363) | (2,688) | (2,764) |
Total lease cost, net | $ 721 | $ 781 | $ 1,464 | $ 1,526 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||||
Operating cash flow attributable to operating leases | $ (807) | $ (842) | $ (2,357) | $ (2,210) |
Operating cash flow attributable to finance leases | (12) | (22) | (26) | (47) |
Financing cash flow attributable to finance leases | $ (159) | $ (155) | $ (316) | $ (306) |
Debt - Summary of Debt, Net of
Debt - Summary of Debt, Net of Unamortized Deferred Loan Costs And Original Issue Discount (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt, net of unamortized original issue discount | $ 400,000 | $ 496,275 |
Less: deferred loan costs and original issue discount | (14,402) | (29,569) |
Total debt | 385,598 | 466,706 |
Less: current portion | (4,000) | (7,456) |
Total long-term debt | 381,598 | 459,250 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Debt, net of unamortized original issue discount | 124,035 | |
Term Loan B | ||
Debt Instrument [Line Items] | ||
Debt, net of unamortized original issue discount | $ 400,000 | $ 372,240 |
Debt - Credit Facility - Additi
Debt - Credit Facility - Additional Information (Details) | Jun. 30, 2021USD ($)Agreement | Jun. 30, 2021USD ($)Agreement | Dec. 31, 2020USD ($) |
Line Of Credit Facility [Line Items] | |||
Outstanding debt | $ 385,598,000 | $ 385,598,000 | $ 466,706,000 |
Loss on extinguishment of debt | $ 18,237,000 | ||
Interest Rate Swap Agreements | |||
Line Of Credit Facility [Line Items] | |||
Number of agreements held for maturity | Agreement | 8 | 8 | |
Derivative maturity month and year | 2024-05 | ||
Interest Rate Swap Agreements | LIBOR | |||
Line Of Credit Facility [Line Items] | |||
Derivative, fixed interest rate | 2.20% | 2.20% | |
Eight Interest Rate Swaps | |||
Line Of Credit Facility [Line Items] | |||
Derivative, notional amount | $ 700,000,000 | $ 700,000,000 | |
Eight Interest Rate Swaps | Hedges | |||
Line Of Credit Facility [Line Items] | |||
Derivative, notional amount | 388,900,000 | $ 388,900,000 | |
Description of interest rate swaps on derivatives | we concluded that five of the eight interest rate swaps no longer qualified for hedge accounting treatment, and we de-designated these derivatives. | ||
Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Available borrowing capacity | $ 99,500,000 | $ 99,500,000 | |
Credit Agreement | |||
Line Of Credit Facility [Line Items] | |||
Initiation date | Jun. 30, 2021 | ||
Outstanding debt | $ 385,600,000 | 385,600,000 | |
Loss on extinguishment of debt | 18,200,000 | ||
Loss on modification of debt | $ 800,000 | ||
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 | 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 | Minimum | Base Rate | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Credit Agreement | Maximum | |||
Line Of Credit Facility [Line Items] | |||
Unused commitment fee percentage | 0.375% | ||
Credit Agreement | Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | 100,000,000 | |
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 | Prior Credit Agreement | |||
Line Of Credit Facility [Line Items] | |||
Initiation date | Mar. 8, 2019 | ||
Credit Agreement | Swingline Sub Facility | |||
Line Of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | |
Maturity date | Jun. 30, 2026 | ||
Credit Agreement | Letters of Credit Sub Facility | |||
Line Of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 40,000,000 | $ 40,000,000 | |
Credit Agreement | Term Loan Facility B | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | |
Periodic principal payment as percentage of aggregate principal amount | 0.25% | ||
Maturity date | Jun. 30, 2028 | ||
Credit Agreement | Term Loan Facility B | LIBOR | |||
Line Of Credit Facility [Line Items] | |||
Margin rate | 4.25% | ||
Credit Agreement | Term Loan Facility B | Base Rate | |||
Line Of Credit Facility [Line Items] | |||
Margin rate | 3.25% | ||
Credit Agreement | Uncommitted Incremental Accordion Facility | Minimum | |||
Line Of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 167,500,000 | $ 167,500,000 | |
Percentage of consolidated EBITDA requirement | 100.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information - (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Nov. 06, 2017 |
Commitments And Contingencies Disclosure [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Interest Rate Swap Agreements - Fair Value, Measurements, Recurring - Level 2 - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivatives Designated as Effective Hedging Instruments | ||
Liabilities: | ||
Liabilities measured at fair value | $ 15,151 | $ 20,377 |
Derivatives Not Designated as Hedging Instruments | ||
Liabilities: | ||
Liabilities measured at fair value | $ 12,087 | $ 16,260 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Common stock, shares outstanding (in shares) | 49,641,314 | 48,983,735 |
Revolving Credit Facility | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Line of credit | $ 0 | |
Term Loan B | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt instrument fair value | 400 | |
Debt instrument carrying amount | 400 | |
Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 24.2 | |
Legacy Sharecare | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Common stock, shares outstanding (in shares) | 159,309 | |
Legacy Sharecare | Other Assets | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying value of adjustable convertible equity right | $ 10.8 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - Interest Rate Swap Agreements | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Oct. 31, 2020USD ($) | May 31, 2019Agreement | Dec. 31, 2020USD ($)Agreement | Jun. 30, 2021USD ($)Agreement | |
Derivative [Line Items] | ||||
Number of interest rate swap agreements not qualified for hedge accounting treatment | Agreement | 5 | |||
Number of interest rate swap agreements maintains hedging relationship | Agreement | 3 | |||
Derivatives Designated as Effective Hedging Instruments | Cash Flow Hedges | ||||
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 | $ 388,900,000 | |||
Derivative amount reclassify pre-tax from accumulated OCI to interest expense within next 12 months | $ 8,300,000 | |||
Derivatives Not Designated as Hedging Instruments | ||||
Derivative [Line Items] | ||||
Number of de-designated amortizing interest rate swap agreements | Agreement | 5 | |||
Recognized pre-tax loss on derivatives in discontinued operations | $ 14,300,000 | |||
Amount frozen that are previously deferred | $ 3,200,000 | |||
Floor interest rate of swaps | 0.00% | |||
Derivative, notional amount | $ 311,100,000 |
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) - Interest Rate Swap Agreements - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivatives Designated as Effective Hedging Instruments | Cash Flow Hedges | ||
Liabilities: | ||
Derivative liabilities | $ 15,151 | $ 20,377 |
Derivatives Not Designated as Hedging Instruments | ||
Liabilities: | ||
Derivative liabilities | 12,087 | 16,260 |
Current Portion of Long-term Liabilities | Derivatives Designated as Effective Hedging Instruments | Cash Flow Hedges | ||
Liabilities: | ||
Current portion of long-term liabilities | 7,633 | 8,205 |
Current Portion of Long-term Liabilities | Derivatives Not Designated as Hedging Instruments | ||
Liabilities: | ||
Current portion of long-term liabilities | 6,091 | 6,548 |
Other Long-term Liabilities | Derivatives Designated as Effective Hedging Instruments | Cash Flow Hedges | ||
Liabilities: | ||
Other long-term liabilities | 7,518 | 12,172 |
Other Long-term Liabilities | Derivatives Not Designated as Hedging Instruments | ||
Liabilities: | ||
Other long-term liabilities | $ 5,996 | $ 9,712 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Effect of Cash Flow Hedge Accounting on Accumulated OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Total other comprehensive (income) loss, gross of tax | $ 1,425 | $ (1,145) | $ 4,227 | $ (20,974) |
Interest Rate Swap Agreements | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Total other comprehensive (income) loss, gross of tax | (1,913) | 1,538 | (5,676) | 28,169 |
Interest Rate Swap Agreements | Derivatives Designated as Effective Hedging Instruments | Cash Flow Hedges | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Loss (gain) related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect | 323 | 5,020 | (1,089) | 32,772 |
Interest Rate Swap Agreements | Interest Expense | Derivatives Designated as Effective Hedging Instruments | Cash Flow Hedges | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect | (2,091) | $ (3,482) | (4,137) | $ (4,603) |
Interest Rate Swap Agreements | Interest Expense | Derivatives Not Designated as Hedging Instruments | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Previously deferred loss on interest rate swap agreements reclassified from accumulated OCI to interest expense, gross of tax effect | $ (145) | $ (450) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Schedule of Impact of Derivatives Not Designated as Hedges on Consolidated Statement of Operations (Details) - Derivatives Not Designated as Hedging Instruments - Interest Rate Swap Agreements - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Derivative Instruments Gain Loss [Line Items] | ||
Impact of derivative instruments not designated as hedges | $ 404 | $ (422) |
Other Expense (Income) , Net | ||
Derivative Instruments Gain Loss [Line Items] | ||
Net (gain) loss related to ineffective portion of derivatives, gross of tax effect | 259 | (872) |
Interest Expense | ||
Derivative Instruments Gain Loss [Line Items] | ||
Previously deferred loss related to de-designated swaps reclassified from accumulated OCI, gross of tax effect | $ 145 | $ 450 |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of the Numerator and Denominator of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Numerator [Abstract] | |||||
Income from continuing operations - numerator for earnings (loss) per share | $ 8,771 | $ 17,202 | $ 28,716 | $ 25,477 | |
Income (loss) from discontinued operations - numerator for earnings (loss) per share | (414) | 11,309 | (1,223) | (195,072) | |
Net income (loss) | 8,357 | 28,511 | 27,493 | (169,595) | |
Net income allocated to unvested restricted stock | (20) | ||||
Net income (loss) allocated to shares of Common Stock | $ 8,357 | $ 28,491 | $ 27,493 | $ (169,595) | |
Denominator [Abstract] | |||||
Shares used for basic income (loss) per share | 49,470 | 48,711 | 49,361 | 48,662 | |
Effect of dilutive stock options and stock units outstanding [Abstarct] | |||||
Shares used for diluted income (loss) per share | 50,457 | 48,794 | 50,413 | 48,825 | |
Earnings (loss) per share attributable to - basic [Abstract] | |||||
Continuing operations (in dollars per share) | $ 0.18 | $ 0.35 | $ 0.58 | $ 0.52 | |
Discontinued operations (in dollars per share) | (0.01) | 0.23 | (0.02) | (4.01) | |
Net income (loss) | [1] | 0.17 | 0.59 | 0.56 | (3.49) |
Earnings (loss) per share - diluted [Abstract] | |||||
Continuing operations (in dollars per share) | 0.17 | 0.35 | 0.57 | 0.52 | |
Discontinued operations (in dollars per share) | (0.01) | 0.23 | (0.02) | (4) | |
Net income (loss) | [1] | $ 0.17 | $ 0.58 | $ 0.55 | $ (3.47) |
Non-Qualified Stock Options | |||||
Effect of dilutive stock options and stock units outstanding [Abstarct] | |||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 68 | 8 | 65 | 26 | |
Restricted Stock Units (RSUs) | |||||
Effect of dilutive stock options and stock units outstanding [Abstarct] | |||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 642 | 75 | 743 | 120 | |
Market Stock Units | |||||
Effect of dilutive stock options and stock units outstanding [Abstarct] | |||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 210 | 180 | |||
Performance-Based Stock Units | |||||
Effect of dilutive stock options and stock units outstanding [Abstarct] | |||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 67 | 64 | 17 | ||
Market Stock Units | |||||
Earnings (loss) per share - diluted [Abstract] | |||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive (in shares) | 49 | 25 | |||
Non-Qualified Stock Options | |||||
Earnings (loss) per share - diluted [Abstract] | |||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive (in shares) | 204 | 235 | 236 | 176 | |
Restricted Stock Units (RSUs) | |||||
Earnings (loss) per share - diluted [Abstract] | |||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive (in shares) | 1 | 750 | 5 | 424 | |
Restricted Stock Awards | |||||
Earnings (loss) per share - diluted [Abstract] | |||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive (in shares) | 32 | 35 | |||
Performance-Based Stock Units | |||||
Earnings (loss) per share - diluted [Abstract] | |||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive (in shares) | 95 | 47 | |||
[1] | Figures may not add due to rounding. |
Accumulated OCI - Changes in Ac
Accumulated OCI - Changes in Accumulated OCI, Net of Tax (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Changes in accumulated OCI, net of tax [Roll Forward] | ||
Amounts reclassified from accumulated OCI, net of tax | $ 3,416 | $ 3,428 |
Interest Rate Swap | ||
Changes in accumulated OCI, net of tax [Roll Forward] | ||
Balance | (17,389) | (12,091) |
Other comprehensive income (loss) before reclassifications, net | 811 | (24,402) |
Amounts reclassified from accumulated OCI, net of tax | 3,416 | 3,428 |
Balance | $ (13,162) | $ (33,065) |
Accumulated OCI - Changes in _2
Accumulated OCI - Changes in Accumulated OCI, Net of Tax (Parenthetical) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Other comprehensive income before reclassifications, tax | $ 278 | $ 8,370 |
Amounts reclassified from accumulated OCI, tax | $ 1,171 | $ 1,175 |
Accumulated OCI - Schedule of R
Accumulated OCI - Schedule of Reclassifications Out of Accumulated OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | $ 9,400 | $ 11,253 | $ 20,156 | $ 22,523 |
Income tax expense | $ (187) | $ (6,757) | (7,806) | (9,893) |
Total amounts reclassified from accumulated OCI | 3,416 | 3,428 | ||
Interest Rate Swap Agreements | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Total amounts reclassified from accumulated OCI | 3,416 | 3,428 | ||
Reclassifications Out of Accumulate OCI | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Income tax expense | (1,171) | (1,175) | ||
Reclassifications Out of Accumulate OCI | Interest Rate Swap Agreements | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | $ 4,587 | $ 4,603 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 02, 2021 | Jul. 01, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Common stock, shares outstanding (in shares) | 49,641,314 | 48,983,735 | |||
Number of common stock shares permitted to sell | 120,000,000 | 120,000,000 | |||
Valuation allowance of deferred tax assets related to capital loss carryforwards | $ 149.6 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Business combination percentage of share converted into and paid in cash | 2.40% | ||||
Sharecare Investment, Cost basis | $ 10.5 | ||||
Average cost per share | $ 0.95 | ||||
Realized gain | $ 2.5 | ||||
Legacy Sharecare | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares outstanding (in shares) | 159,309 | ||||
Sharecare | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares outstanding (in shares) | 11,079,331 | ||||
Business combination, cash received | $ 2.7 | $ 2.7 | |||
Period Between December 28, 2021 and March 27, 2022 | |||||
Subsequent Event [Line Items] | |||||
Number of common stock shares permitted to sell | 750,000 | ||||
Period Between March 28, 2022 and July 1, 2022 | |||||
Subsequent Event [Line Items] | |||||
Number of common stock shares permitted to sell | 750,000 |