Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies |
Principles of Consolidation — The consolidated financial statements include the accounts of Life Time Fitness, Inc. and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Revenue Recognition — We receive monthly membership dues for usage from our members. We offer members month-to-month memberships and recognize as revenue the monthly membership dues in the month to which they pertain. |
Generally we also receive a one-time enrollment fee (including an administrative fee) at the time a member joins. The enrollment fees are nonrefundable after 14 days. Enrollment fees and related direct expenses, primarily sales commissions, are deferred and recognized on a straight-line basis over an estimated average membership life of 33 months, which is based on historical membership experience. During the years ended December 31, 2012, 2013 and 2014, our annual attrition rate fluctuated between 31.3% and 35.8%, resulting in the estimated average membership life remaining at 33 months during those periods. At December 31, 2014, our annual attrition rate was 35.2%. |
If the direct expenses related to the enrollment fees exceed the enrollment fees for any center in a month, the amount of direct expenses in excess of the enrollment fees are expensed in the current period instead of deferred over the estimated average membership life. The amount of direct expenses in excess of enrollment fees totaled $28.7 million, $26.2 million and $20.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
We provide a wide range of services at each of our centers, including personal training, spa, café and other member offerings. Revenue from spa and café services and products is recognized at the point of sale to the customer. Personal training revenue received in advance of training sessions and the related commissions are deferred and recognized based on historical member usage. |
Other revenue includes revenue from our media, athletic events and related services, which includes our race registration and timing businesses, our health promotion programs and training and certification programs. Media advertising revenue is recognized over the duration of the advertising placement. For athletic events, revenue is generated primarily through sponsorship sales and race registration fees. Athletic event revenue and race registration revenue is recognized upon the completion of the event. Race timing revenue is recognized at the time of delivery to customer. Health revenue is recognized primarily at the time the service is performed. |
Pre-Opening Operations — We generally operate a preview center up to five months prior to the planned opening of a center during which time memberships are sold as center construction is being completed. The revenue and direct membership acquisition costs, primarily sales commissions, incurred during the period prior to a center opening are deferred until the center opens and are then recognized on a straight-line basis over the estimated average membership life, beginning when the center opens. If the direct expenses related to the enrollment fees exceed the enrollment fees for any center, the amount of direct expenses in excess of the enrollment fees are expensed in the current period instead of deferred over the estimated average membership life. The related advertising, office, rent, labor and other expenses incurred during this period are expensed as incurred. |
Cash and Cash Equivalents — We classify all unrestricted cash accounts and highly liquid debt instruments purchased with original maturities of three months or less as cash and cash equivalents. |
Restricted Cash — We are required to keep funds in escrow accounts or on deposit at certain financial institutions related to certain of our lease and acquisition agreements. We or third parties may access the restricted cash after the occurrence of a specified event, as provided for under the respective agreements. |
Accounts Receivable — Accounts receivable is presented net of allowance for doubtful accounts. The rollforward of these allowances is as follows: |
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| December 31, | | | | | | | | | | | | |
| 2014 | | 2013 | | 2012 | | | | | | | | | | | | |
Allowance for doubtful accounts — beginning of period | $ | 180 | | | $ | 213 | | | $ | 167 | | | | | | | | | | | | | |
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Provisions | 829 | | | 334 | | | 675 | | | | | | | | | | | | | |
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Write-offs against allowance | (385 | ) | | (367 | ) | | (629 | ) | | | | | | | | | | | | |
Allowance for doubtful accounts — end of period | $ | 624 | | | $ | 180 | | | $ | 213 | | | | | | | | | | | | | |
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Center Operating Supplies and Inventories — Our operating supplies are primarily center supplies such as towels, pool chemicals and materials for our child centers and other activities. Our inventories primarily consist of spa, café and nutritional products as well as personal training products including heart rate monitors. Inventories are stated at the lower-of-cost-or-market value and are removed from the balance on a first-in-first-out basis. These balances are as follows: |
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| December 31, | | | | | | | | | | | | | | | | |
| 2014 | | 2013 | | | | | | | | | | | | | | | | |
Center operating supplies | $ | 7,238 | | | $ | 8,658 | | | | | | | | | | | | | | | | | |
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In-center businesses inventory and supplies | 23,393 | | | 21,586 | | | | | | | | | | | | | | | | | |
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Apparel and other | 5,305 | | | 2,534 | | | | | | | | | | | | | | | | | |
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Total center operating supplies and inventories | $ | 35,936 | | | $ | 32,778 | | | | | | | | | | | | | | | | | |
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Prepaid Expenses and Other Current Assets — Prepaid expenses and other current assets consist of the following: |
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| December 31, | | | | | | | | | | | | | | | | |
| 2014 | | 2013 | | | | | | | | | | | | | | | | |
Deferred costs associated with personal training deferred revenue | $ | 5,101 | | | $ | 4,691 | | | | | | | | | | | | | | | | | |
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Prepaid lease obligations | 3,781 | | | 3,843 | | | | | | | | | | | | | | | | | |
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Prepaid marketing and media expenses | 3,870 | | | 3,653 | | | | | | | | | | | | | | | | | |
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Prepaid maintenance agreements | 3,617 | | | 4,787 | | | | | | | | | | | | | | | | | |
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Prepaid licenses and subscriptions | 3,629 | | | 2,548 | | | | | | | | | | | | | | | | | |
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Other prepaid expenses | 1,580 | | | 2,391 | | | | | | | | | | | | | | | | | |
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Land held for sale – short-term | 293 | | | 839 | | | | | | | | | | | | | | | | | |
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Canadian sales tax receivable | 1,153 | | | 944 | | | | | | | | | | | | | | | | | |
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Other current assets | 2,820 | | | 2,106 | | | | | | | | | | | | | | | | | |
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Total prepaid expenses and other current assets | $ | 25,844 | | | $ | 25,802 | | | | | | | | | | | | | | | | | |
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Property and Equipment — Property, equipment and leasehold improvements are recorded at cost. Improvements are capitalized while repair and maintenance costs are charged to operations when incurred. |
Depreciation is computed using the straight-line method over estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the improvement. Accelerated depreciation methods are used for tax reporting purposes. |
Property and equipment consist of the following: |
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| Depreciable | | December 31, | | | | | | | | | | | | | | |
| Lives | | 2014 | | 2013 | | | | | | | | | | | | | | |
Land | | | $ | 362,001 | | | $ | 330,800 | | | | | | | | | | | | | | | |
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Buildings and related fixtures | 3-39 years | | 2,024,916 | | | 1,721,635 | | | | | | | | | | | | | | | |
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Leasehold improvements | 1-20 years | | 188,867 | | | 173,067 | | | | | | | | | | | | | | | |
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Construction in progress | | | 132,098 | | | 160,560 | | | | | | | | | | | | | | | |
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Total land, buildings, leaseholds and construction in process | | | 2,707,882 | | | 2,386,062 | | | | | | | | | | | | | | | |
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Equipment: | | | | | | | | | | | | | | | | | | | |
Fitness | 3-7 years | | 140,561 | | | 126,692 | | | | | | | | | | | | | | | |
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Other equipment | 3-7 years | | 115,243 | | | 101,450 | | | | | | | | | | | | | | | |
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Computer and telephone | 3-7 years | | 81,901 | | | 71,623 | | | | | | | | | | | | | | | |
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Capitalized software | 3-5 years | | 104,327 | | | 87,707 | | | | | | | | | | | | | | | |
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Decor and signage | 5 years | | 22,706 | | | 20,134 | | | | | | | | | | | | | | | |
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Audio/visual | 5 years | | 39,370 | | | 35,064 | | | | | | | | | | | | | | | |
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Furniture and fixtures | 5-7 years | | 23,531 | | | 19,946 | | | | | | | | | | | | | | | |
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Total equipment | | | 527,639 | | | 462,616 | | | | | | | | | | | | | | | |
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Property and equipment, gross | | | 3,235,521 | | | 2,848,678 | | | | | | | | | | | | | | | |
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Less accumulated depreciation | | | 817,590 | | | 701,051 | | | | | | | | | | | | | | | |
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Property and equipment, net | | | $ | 2,417,931 | | | $ | 2,147,627 | | | | | | | | | | | | | | | |
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At December 31, 2014, we had six centers under construction which we plan to open in 2015. Construction in progress, including land for future development, totaled $172.1 million at December 31, 2014 and $202.8 million at December 31, 2013. |
Included in the construction in progress balances are site development costs which consist of legal, engineering, architectural, environmental, feasibility and other direct expenditures incurred for certain new center projects. Capitalization commences when acquisition of a particular property is deemed probable by management. Should a specific project be deemed not viable for construction, any capitalized costs related to that project are charged to operations at the time of that determination. Costs incurred prior to the point at which the acquisition is deemed probable are expensed as incurred. Upon completion of a project, the site development costs are classified as property and depreciated over the useful life of the asset. Site development costs were $2.1 million and $1.5 million at December 31, 2014 and 2013, respectively. |
Capitalized software includes our internally developed web-based systems to facilitate member enrollment and management, marketing-based website development, as well as point of sale system enhancements and our payroll, human resources and procure-to-pay software. |
We capitalize interest during the construction period of our centers and this capitalized interest is included in the cost of the building. We capitalized interest of $2.8 million and $3.3 million for the years ended December 31, 2014 and 2013, respectively. |
Other equipment consists primarily of café, spa, playground and laundry equipment. |
Acquisitions — We account for business acquisitions in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations. This standard requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard prescribe, among other things, the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting. |
In 2014, we spent approximately $16.0 million in business acquisition related costs, including several major-market athletic events. Our preliminary purchase price allocations are as follows: $0.3 million of identifiable assets, $3.6 million of deferred revenue, $11.9 million of goodwill and $7.6 million of identifiable intangible assets. Additionally in 2014, we finalized the valuation on our 2013 acquisitions which resulted in no changes to the preliminary allocations. |
In 2014, we purchased the land and building of two of our existing centers we had previously leased. The purchase was financed by borrowings from our credit facility. Since we previously operated these centers, this was accounted for as a purchase of an asset group. We allocated the purchase price to land and buildings acquired based on relative fair values as determined by independent appraisals. Previously recorded deferred rent related to these properties was treated as a reduction of the purchase price. Additionally, we reclassified unamortized leasehold improvements on these properties to the purchased assets. |
In 2013, we spent approximately $13.2 million in business acquisition related costs, including several major-market athletic events. The purchase price allocations were as follows: $3.2 million of identifiable assets, $4.6 million of deferred revenue, $9.4 million of goodwill and $5.4 million of identifiable intangible assets. Additionally in 2013, we finalized the valuation on our 2012 acquisitions which resulted in an increase of $2.6 million of goodwill. |
In 2012, we spent approximately $30.6 million in acquisition related costs, including a race timing company that developed a radio frequency identification timing system for athletic and endurance events including run, bike and multi-sport races. Simultaneous with that acquisition, we merged a race registration business, in which we previously owned a majority equity interest, with the race timing business. The fair values assigned to the race timing company were approximately $11.2 million of identifiable intangible assets, $2.3 million of identifiable assets and $5.7 million to goodwill. We also acquired a tennis center in the Atlanta, Georgia market which we rebranded Life Time Athletic Peachtree Corners. The fair value assigned to this acquired business was approximately $4.0 million of identifiable intangible assets. We also acquired certain athletic events which complement our existing portfolio of athletic events. The fair values assigned to the athletic events was approximately $3.9 million aggregate identifiable intangible assets. |
We do not present pro forma information for these acquisitions given the immateriality of their results individually and in the aggregate to our consolidated financial statements. |
Impairment of Long-lived Assets — The carrying value of long-lived assets is reviewed annually and whenever events or changes in circumstances indicate that such carrying values may not be recoverable. We consider a history of consistent and significant operating losses, or the inability to recover net book value over the remaining useful life, to be our primary indicator of potential impairment. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows, which is generally at an individual center level or ancillary business. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to that center or ancillary business, compared to the carrying value of these assets. If an impairment has occurred, the amount of impairment recognized is determined by estimating the fair value of these assets and recording a loss if the carrying value is greater than the fair value. Based upon our review and analysis, no material impairments on operating assets were deemed to have occurred during the years ended December 31, 2014, 2013 or 2012. |
Derivative Instruments and Hedging Activities — As part of our risk management program, we may periodically use interest rate swaps to manage known market exposures. Terms of derivative instruments are structured to match the terms of the risk being managed and are generally held to maturity. |
In August 2011, we entered into an interest rate swap contract that effectively fixed the rates paid on a total of $200.0 million of variable rate borrowings at 1.32% plus the applicable spread (which depends on our EBITDAR leverage ratio) until June 2016. We pay 1.32% and receive LIBOR on the notional amount of $200.0 million. The contract has been designated as a cash flow hedge against interest rate volatility. Changes in the fair market value of the swap contract are recorded in accumulated other comprehensive (loss) income, net of tax. As of December 31, 2014, the $1.4 million fair market value loss, net of tax, of the swap contract was recorded as accumulated other comprehensive loss in the shareholders’ equity section of our consolidated balance sheets and the $2.3 million gross fair market value of the swap contract was included in long-term debt. For information regarding the swap contract, see Note 4. |
On an ongoing basis, we assess whether the interest rate swap used in this hedging transaction is “highly effective” in offsetting changes in the fair value or cash flow of the hedged item by comparing the current terms of the swap and the debt to assure they continue to coincide and through an evaluation of the continued ability of the counterparty to the swap to honor its obligations under the swap. If it is determined that the derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective would be recognized in earnings. No amounts related to ineffectiveness have been recognized in earnings for the years ended December 31, 2014, 2013 or 2012. |
Goodwill — The goodwill acquired during the years ended December 31, 2014, 2013 and 2012 is primarily from the acquisition of certain athletic events as well as other smaller acquisitions. The changes in the carrying amount of goodwill are as follows: |
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Balance at December 31, 2012 | $ | 37,176 | | | | | | | | | | | | | | | | | | | | | |
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Goodwill acquired | 12,019 | | | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2013 | 49,195 | | | | | | | | | | | | | | | | | | | | | |
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Goodwill acquired | 11,906 | | | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2014 | $ | 61,101 | | | | | | | | | | | | | | | | | | | | | |
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Goodwill has an indefinite useful life and is not amortized but instead tested for impairment annually at September 30, or more frequently if necessary. We test goodwill at the reporting unit level which is one level below the operating segment. For us, this is generally the individual center or athletic event level. Based upon our review and analysis, no material impairments were deemed to have occurred during the years ended December 31, 2014, 2013 or 2012. |
Intangible Assets — Intangible assets are comprised of trade names, leasehold rights, curriculum- and technology-based intangible assets and customer relationships. Intangible assets determined to have an indefinite useful life are not amortized but instead tested for impairment at least annually. |
We evaluate our intangible assets for impairment on an annual basis each September 30. We are also required to evaluate these assets for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the intangible asset below its carrying amount. Based upon our review and analysis, no material impairments were deemed to have occurred during the years ended December 31, 2014, 2013 or 2012. |
The following table summarizes the changes in our gross intangible balance: |
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Balance at December 31, 2012 | $ | 28,531 | | | | | | | | | | | | | | | | | | | | | |
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Trade/brand names acquired | 5,347 | | | | | | | | | | | | | | | | | | | | | |
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Curriculum- and technology-based intangibles acquired | 100 | | | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2013 | 33,978 | | | | | | | | | | | | | | | | | | | | | |
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Leasehold rights acquired | 9,760 | | | | | | | | | | | | | | | | | | | | | |
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Trade/brand names acquired | 5,378 | | | | | | | | | | | | | | | | | | | | | |
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Customer relationships acquired | 1,925 | | | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2014 | $ | 51,041 | | | | | | | | | | | | | | | | | | | | | |
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The leasehold rights acquired during the year ended December 31, 2014 are related to our acquisition of a ground lease for a center expected to open in 2015. The trade/brand names and customer relationships acquired during 2014 are related to the acquisition of certain athletic events. |
The trade/brand names acquired during the year ended December 31, 2013 are related to the acquisition of certain athletic events. The curriculum-and technology-based intangible acquired during 2013 is related to a patent purchased for use in our race registration and timing business. |
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Intangible assets consisted of the following: |
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| December 31, |
| 2014 | | 2013 |
| Gross | | Accumulated Amortization | | Net | | Gross | | Accumulated Amortization | | Net |
Leasehold rights | $ | 16,151 | | | $ | 1,958 | | | $ | 14,193 | | | $ | 6,392 | | | $ | 1,435 | | | $ | 4,957 | |
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Trade/brand names | 20,858 | | | 3,012 | | | 17,846 | | | 15,479 | | | 1,011 | | | 14,468 | |
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Curriculum- and technology-based intangibles | 6,695 | | | 1,864 | | | 4,831 | | | 6,695 | | | 1,286 | | | 5,409 | |
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Customer relationships | 7,337 | | | 1,665 | | | 5,672 | | | 5,412 | | | 947 | | | 4,465 | |
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Total intangible assets | $ | 51,041 | | | $ | 8,499 | | | $ | 42,542 | | | $ | 33,978 | | | $ | 4,679 | | | $ | 29,299 | |
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Leasehold rights have useful lives ranging from six to 40 years. Approximately $9.3 million of our trade/brand names have indefinite useful lives. The remaining $11.6 million of our trade/brand names have a weighted-average useful life of approximately 11 years. Curriculum- and technology-based intangibles have useful lives ranging from two to 15 years. The customer relationship intangibles have useful lives of 10 years. Amortization expense for intangible assets was $3.9 million, $2.0 million and $1.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, expected amortization expense for intangible assets for each of the next five years and thereafter was as follows: |
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2015 | $ | 3,253 | | | | | | | | | | | | | | | | | | | | | |
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2016 | 2,814 | | | | | | | | | | | | | | | | | | | | | |
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2017 | 2,715 | | | | | | | | | | | | | | | | | | | | | |
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2018 | 2,715 | | | | | | | | | | | | | | | | | | | | | |
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2019 | 2,715 | | | | | | | | | | | | | | | | | | | | | |
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Thereafter | 19,043 | | | | | | | | | | | | | | | | | | | | | |
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Total expected amortization expense for intangible assets | $ | 33,255 | | | | | | | | | | | | | | | | | | | | | |
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Other Assets — We record other assets at cost. Amortization of financing costs is computed over the periods of the related debt financing. Other assets consist of the following: |
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| December 31, | | | | | | | | | | | | | | | | |
| 2014 | | 2013 | | | | | | | | | | | | | | | | |
Financing costs, net | $ | 12,076 | | | $ | 10,393 | | | | | | | | | | | | | | | | | |
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Investment in unconsolidated affiliate (see Note 3) | 5,147 | | | 4,761 | | | | | | | | | | | | | | | | | |
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Land held for sale | 17,338 | | | 15,787 | | | | | | | | | | | | | | | | | |
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Executive nonqualified plan (see Note 11) | 5,780 | | | 5,410 | | | | | | | | | | | | | | | | | |
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Other | 4,414 | | | 6,333 | | | | | | | | | | | | | | | | | |
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Total other assets | $ | 44,755 | | | $ | 42,684 | | | | | | | | | | | | | | | | | |
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Land held for sale consists of excess land purchased as part of our original center site acquisitions. All land held for sale is currently being marketed for sale. If the excess land is currently under contract for sale, the cost is reflected as current and listed within prepaid expenses and other current assets. Land held for sale is stated at the lower-of-cost or fair market value less estimated costs to sell. |
Accrued Expenses — Accrued expenses consist of the following: |
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| December 31, | | | | | | | | | | | | | | | | |
| 2014 | | 2013 | | | | | | | | | | | | | | | | |
Payroll related | $ | 15,375 | | | $ | 14,410 | | | | | | | | | | | | | | | | | |
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Real estate taxes | 17,748 | | | 18,939 | | | | | | | | | | | | | | | | | |
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Center operating costs | 12,737 | | | 15,868 | | | | | | | | | | | | | | | | | |
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Insurance | 6,670 | | | 6,495 | | | | | | | | | | | | | | | | | |
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Interest | 2,061 | | | 1,469 | | | | | | | | | | | | | | | | | |
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Income taxes | — | | | 59 | | | | | | | | | | | | | | | | | |
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Marketing and information technology accruals | 1,919 | | | 1,642 | | | | | | | | | | | | | | | | | |
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Other | 14,068 | | | 8,553 | | | | | | | | | | | | | | | | | |
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Total accrued expenses | $ | 70,578 | | | $ | 67,435 | | | | | | | | | | | | | | | | | |
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TCPA Litigation — On April 17, 2014, a putative class action was filed against LTF Club Operations Company, Inc., a wholly-owned subsidiary of Life Time Fitness, Inc., in the Circuit Court of St. Louis County, Missouri. On June 13, 2014, LTF Club Operations Company, Inc. removed this action to the United States District Court for the Eastern District of Missouri, Eastern Division. On April 23, 2014, a second putative class action was filed against Life Time Fitness, Inc. in the U.S. District Court for the District of Minnesota. On April 23, 2014, a third putative class action was filed against Life Time Fitness, Inc. in the U.S. District Court for the Northern District of Illinois, Eastern Division. On July 1, 2014, a fourth putative class action was filed against Life Time Fitness, Inc. in the United States District Court for the District of Minnesota. On January 26, 2015, a fifth putative class action was filed against Life Time Fitness, Inc. in the U.S. District Court for the Northern District of Illinois, Eastern Division. These actions are collectively referred to as the “TCPA Actions” or "TCPA Litigation." |
The TCPA Actions allege that we violated the federal Telephone Consumer Protection Act (“TCPA”) when we, or a third party on our behalf, sent marketing text messages to plaintiffs’ cellular telephones using an automatic telephone dialing system without plaintiffs’ consent. Each plaintiff seeks certification of the class, injunctive relief, reasonable attorneys’ fees and costs, and an award of damages available under the TCPA, which include actual damages and statutory damages of $500 per violation or $1,500 per violation if the violation was willful. We deny the allegations. |
On October 15, 2014, the United States Judicial Panel on Multidistrict Litigation granted our motion to transfer four of the TCPA Actions to the United States District Court for the District of Minnesota for coordinated or consolidated pretrial proceedings (“MDL”). We have moved to transfer the fifth action, filed January 26, 2015, for consolidation in the MDL. |
The parties have agreed to a class settlement of the TCPA Litigation. On February 25, 2015, plaintiffs filed a motion for preliminary approval of the settlement. The preliminary approval hearing is scheduled for March 5, 2015. We agreed to pay all costs of the settlement, including class notice, claims administration, court-awarded plaintiffs’ attorneys’ fees, court-awarded service awards, and awards to class members. Class members may claim either a cash award of $100 or a membership award that lets them pick either a free three-month single Gold membership or a $250 credit toward any access membership that covers the class member. The total settlement amount, as calculated under the agreement, is subject to a minimum of $10 million and a maximum of $15 million. Depending on the total number of claims submitted and the amount of attorneys’ fees awarded, the amounts of the cash award and membership award may be adjusted up or down to bring the total settlement amount within that range. For purposes of calculating the total settlement amount, every membership award that is timely and validly claimed counts as a payment of $250 (subject to adjustment). |
Because our cost to service a membership is less than the membership award, the amount of our reasonably estimable loss does not directly correspond to the amount of the total settlement amount as calculated under the agreement. Further, the amount of attorneys’ fees, the claims rate, and the mix of cash and membership awards all remain unknown at this time, and therefore, we believe our reasonably estimable loss is a range. Based on reasonable estimates of these factors, we have recorded a liability in the fourth quarter of 2014 in the amount of $4.7 million, which we believe represents the minimum amount of the range. |
Other Litigation — We are also engaged in other proceedings incidental to the normal course of business. Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to court rulings, negotiations between affected parties and governmental intervention. We will establish reserves for matters that are probable and estimable in amounts we believe are adequate to cover reasonable adverse judgments. Based upon the information available to us and discussions with legal counsel, it is our opinion that the outcome of the various legal actions and claims that are incidental to our business will not have a material adverse impact on our consolidated financial position, results of operations or cash flows. Such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance. |
Income Taxes — We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. |
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would record a valuation allowance, which would reduce the provision for income taxes. |
We recognize, measure, present and disclose uncertain tax positions that we have taken or expect to take in our income tax returns. We recognize a tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. |
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. |
Earnings per Common Share — Basic earnings per common share (“EPS”) is computed by dividing net income applicable to common shareholders by the weighted average number of shares of common stock outstanding for each year. Diluted EPS is computed similarly to basic EPS, except that the denominator is increased for the conversion of any dilutive common stock equivalents, the assumed exercise of dilutive stock options using the treasury stock method and unvested restricted stock awards using the treasury stock method. Stock options excluded from the calculation of diluted EPS because the option exercise price was greater than the average market price of the common share were 2,477 for both of the years ended December 31, 2014 and 2013, and 15,540 for the year ended December 31, 2012. |
The basic and diluted earnings per share calculations are shown below: |
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| For the Year Ended December 31, | | | | | | | | | | | | |
| 2014 | | 2013 | | 2012 | | | | | | | | | | | | |
Net income | $ | 114,370 | | | $ | 120,977 | | | $ | 110,757 | | | | | | | | | | | | | |
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Weighted average number of common shares outstanding – basic | 38,793 | | | 41,263 | | | 41,345 | | | | | | | | | | | | | |
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Effect of dilutive stock options | 11 | | | 85 | | | 116 | | | | | | | | | | | | | |
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Effect of dilutive restricted stock awards | 124 | | | 134 | | | 511 | | | | | | | | | | | | | |
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Weighted average number of common shares outstanding – diluted | 38,928 | | | 41,482 | | | 41,972 | | | | | | | | | | | | | |
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Basic earnings per common share | $ | 2.95 | | | $ | 2.93 | | | $ | 2.68 | | | | | | | | | | | | | |
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Diluted earnings per common share | $ | 2.94 | | | $ | 2.92 | | | $ | 2.64 | | | | | | | | | | | | | |
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The number of total common shares outstanding at December 31, 2014 was 39,016,499. |
Dividends — We have never declared or paid any cash dividends on our common stock. We currently intend to invest all future earnings into the operation and expansion of our business or the repurchase of shares and do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. In addition, the terms of our credit facility limits the amount of dividends we may pay without the consent of the lenders. The payment of any dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions, outstanding indebtedness and other factors deemed relevant by our Board of Directors. |
Share-Based Compensation — We maintain share-based incentive plans. Under applicable accounting standards, the fair value of share-based compensation is determined at the grant date and the recognition of the related expense is recorded over the period in which the share-based compensation vests. |
The Compensation Committee of our Board of Directors has the authority to select the persons to receive awards and determine the type, size and terms of awards and establish objectives and conditions for earning awards, and the authority to delegate that authority. The types of awards that may be granted include incentive and non-qualified options to purchase shares of common stock, stock appreciation rights, restricted shares, restricted share units, performance awards and other types of stock-based awards. The value of restricted shares was based upon the closing price of our stock on the dates of issue. The restricted shares generally vest over periods ranging from one to four years. As of December 31, 2014, we had 1,012,661 shares available for grant. |
We also have performance-based incentive plans. In June 2009 and August 2010, the Compensation Committee approved the grant of a total of 1,016,000 shares of long-term performance-based restricted stock to serve as an incentive to our senior management team to achieve certain diluted EPS targets in 2011 and 2012. A specified EPS target was achieved for fiscal 2011 and 50% of the restricted shares vested. A specified EPS target was achieved for fiscal 2012 and the remaining 50% of the restricted shares vested. The probability of reaching the targets was evaluated each reporting period. A total of $18.8 million (pretax) was recognized as compensation expense with respect to this grant. |
In May, July and August 2012, the Compensation Committee approved the grant of a total of 658,500 shares of long-term performance-based restricted stock to serve as an incentive to our senior management team to achieve certain cumulative diluted EPS and return on invested capital (“ROIC”) targets during performance periods that end on December 31, 2015 and December 31, 2016. The cumulative diluted EPS target measures cumulative diluted EPS for each quarter during the period from April 1, 2012 to the end of the applicable performance period. These targets are $13.68 cumulative diluted EPS through 2015 and $18.96 cumulative diluted EPS through 2016. The ROIC target is measured in the last year of the applicable performance period. These targets are 8.9% for 2015 and 9.0% for 2016. If the specified cumulative diluted EPS and ROIC targets are met or exceeded for the performance period ending December 31, 2015, 50% of the restricted shares will vest. If the specified cumulative diluted EPS and ROIC targets are met or exceeded for the performance period ending December 31, 2016, all of the restricted shares will vest. In the event that we do not achieve the specified cumulative diluted EPS and ROIC targets for the performance period ending December 31, 2016, the restricted shares will be forfeited. A maximum of $26.0 million could be recognized as compensation expense with respect to this grant if all cumulative diluted EPS and ROIC targets are met. |
We do not believe that achievement of either the cumulative diluted EPS or the ROIC targets is currently probable, and, therefore, we did not recognize any compensation expense associated with the grant during the year ended December 31, 2014. If all of the targets had been considered probable at December 31, 2014, we would have recognized $16.8 million of non-cash performance share-based compensation expense during the year ended December 31, 2014. If it becomes probable that the cumulative diluted EPS and ROIC performance targets will be achieved, a cumulative adjustment will be recorded and the remaining compensation expense will be recognized over the remaining performance period. The probability of reaching the targets is evaluated each reporting period. |
Our employee stock purchase plan (“ESPP”) provides for the sale of shares of our common stock to our employees at discounted purchase prices. The cost per share under this plan is 90% of the fair market value of our common stock on the last day of the purchase period, as defined. Compensation expense under the ESPP is based on the discount of 10% at the end of the purchase period. |
For more information on our share-based compensation, see Note 7. |
Fair Value Measurements — The accounting guidance establishes a framework for measuring fair value and expanded disclosures about fair value measurements. The guidance applies to all assets and liabilities that are measured and reported on a fair value basis. This enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires that each asset and liability carried at fair value be classified into one of the following categories: |
Level 1: Quoted market prices in active markets for identical assets or liabilities. |
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. |
Level 3: Unobservable inputs that are not corroborated by market data. |
Fair Value Measurements on a Recurring Basis |
The fair value of the interest rate swap is determined using observable current market information such as the prevailing Eurodollar interest rates, Eurodollar yield curve rates and current fair values as quoted by recognized dealers, and also includes consideration of counterparty credit risk. The following table presents the fair value of our derivative financial instrument: |
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| | | Fair Value Measurements Using: | | | | | | | | | | | | | | | | |
| | | Quoted Prices in | | Significant Other | | Significant | | | | | | | | | | | | | | | | |
| Total | | Active Markets for | | Observable | | Unobservable | | | | | | | | | | | | | | | | |
| Fair | | Identical Assets | | Inputs | | Inputs | | | | | | | | | | | | | | | | |
| Value | | (Level 1) | | (Level 2) | | (Level 3) | | | | | | | | | | | | | | | | |
Interest rate swap liability as of | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2014 | $2,331 | | $— | | $2,331 | | $— | | | | | | | | | | | | | | | | |
Interest rate swap liability as of | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2013 | $3,762 | | $— | | $3,762 | | $— | | | | | | | | | | | | | | | | |
Fair Value Measurements on a Nonrecurring Basis |
Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to our tangible fixed assets, goodwill and intangible assets, which are remeasured when the derived fair value is below carrying value on our consolidated balance sheets. For these assets, we do not periodically adjust carrying value to fair value except in the event of impairment. If we determine that impairment has occurred, the carrying value of the asset would be reduced to fair value and the difference would be recorded as a loss within operating income in our consolidated statements of operations. |
We had no remeasurements of such assets or liabilities to fair value during the years ended December 31, 2014 or 2013. |
Financial Assets and Liabilities Not Measured at Fair Value |
The carrying amounts related to cash and cash equivalents (Level 1), accounts receivable, income tax receivable, accounts payable and accrued liabilities approximate fair value due to the relatively short maturities of such instruments. |
The fair value of our long-term debt and capital leases are estimated based on estimated current rates for debt with similar terms, credit worthiness and the same remaining maturities. For variable rate loans that re-price frequently, fair values are based on carrying values. The fair value of fixed rate loans is estimated based on the discounted cash flows of the loans using current market rates, which are estimated based on recent financing transactions (Level 2). The fair value estimates presented are based on information available to us as of December 31, 2014. These fair value estimates have not been comprehensively revalued for purposes of these consolidated financial statements since that date, and current estimates of fair values may differ significantly. |
The following table presents the carrying value and the estimated fair value of long-term debt: |
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| December 31, 2014 | | | | | | | | | | | | | | | | |
| Carrying Value | | Estimated Fair Value | | | | | | | | | | | | | | | | |
Fixed-rate debt | $ | 628,937 | | | $ | 626,206 | | | | | | | | | | | | | | | | | |
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Obligations under capital leases | 4,697 | | | 5,682 | | | | | | | | | | | | | | | | | |
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Floating-rate debt | 567,276 | | | 567,276 | | | | | | | | | | | | | | | | | |
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Total | $ | 1,200,910 | | | $ | 1,199,164 | | | | | | | | | | | | | | | | | |
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Comprehensive Income — Comprehensive income reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. For us, the difference between net income as reported on the consolidated statements of operations and comprehensive income is a loss of $3.8 million. This difference is related to the interest rate swap contract and foreign currency translation due to expenditures for initial construction costs for the construction and operations of one open center and one center under construction, in Toronto, Canada, our first international locations. For more information on the swap contract, see Note 4. |
Changes in Accumulated Other Comprehensive Income (Loss) by Component — The following table presents information about accumulated other comprehensive income (loss) by component (net of tax): |
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| Gains (Losses) on Cash Flows Hedge | | Foreign Currency Translation Adjustments | | Accumulated Other Comprehensive Loss | | | | | | | | | | | | |
Balance at December 31, 2012 | $ | (3,631 | ) | | $ | (1,170 | ) | | $ | (4,801 | ) | | | | | | | | | | | | |
Other comprehensive income (loss) | 1,374 | | | (2,188 | ) | | (814 | ) | | | | | | | | | | | | |
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Balance at December 31, 2013 | (2,257 | ) | | (3,358 | ) | | (5,615 | ) | | | | | | | | | | | | |
Other comprehensive income (loss) | 859 | | | (4,677 | ) | | (3,818 | ) | | | | | | | | | | | | |
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Balance at December 31, 2014 | $ | (1,398 | ) | | $ | (8,035 | ) | | $ | (9,433 | ) | | | | | | | | | | | | |
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Ultimate results could differ from those estimates. In recording transactions and balances resulting from business operations, we use estimates based on the best information available. We use estimates for such items as depreciable lives, probability of meeting certain performance targets, tax provisions and deferred personal training revenue. We also use estimates for calculating the amortization period for deferred enrollment fee revenue and associated direct costs, which are based on the historical estimated average membership life. We revise the recorded estimates when better information is available, facts change or we can determine actual amounts. These revisions can affect our consolidated operating results. |
Supplemental Cash Flow Information — Decreases (increases) in operating assets and increases (decreases) in operating liabilities are as follows: |
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| For the Year Ended December 31, | | | | | | | | | | | | |
| 2014 | | 2013 | | 2012 | | | | | | | | | | | | |
Accounts receivable | $ | (1,917 | ) | | $ | 685 | | | $ | (2,211 | ) | | | | | | | | | | | | |
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Income tax receivable | (5,898 | ) | | (6,698 | ) | | (5,026 | ) | | | | | | | | | | | | |
Center operating supplies and inventories | (3,151 | ) | | (5,555 | ) | | (3,093 | ) | | | | | | | | | | | | |
Prepaid expenses and other current assets | (945 | ) | | 3,190 | | | 5,022 | | | | | | | | | | | | | |
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Deferred membership origination costs | 65 | | | 3,329 | | | 2,172 | | | | | | | | | | | | | |
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Accounts payable | (2,134 | ) | | (3,986 | ) | | 10,160 | | | | | | | | | | | | | |
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Accrued expenses | 4,262 | | | 10,404 | | | 12,568 | | | | | | | | | | | | | |
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Deferred revenue | 1,000 | | | (5,918 | ) | | 3,108 | | | | | | | | | | | | | |
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Deferred rent liability | 790 | | | 5,741 | | | (2,284 | ) | | | | | | | | | | | | |
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Other liabilities | 480 | | | 709 | | | 1,727 | | | | | | | | | | | | | |
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Changes in operating assets and liabilities | $ | (7,448 | ) | | $ | 1,901 | | | $ | 22,143 | | | | | | | | | | | | | |
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Our capital expenditures were as follows: |
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| For the Year Ended December 31, | | | | | | | | | | | | |
| 2014 | | 2013 | | 2012 | | | | | | | | | | | | |
Cash purchases of property and equipment | $ | 432,259 | | | $ | 348,948 | | | $ | 224,194 | | | | | | | | | | | | | |
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Non-cash change in construction accounts payable | (15,370 | ) | | 22,134 | | | 3,316 | | | | | | | | | | | | | |
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Other non-cash changes to property and equipment | (2,708 | ) | | (5,964 | ) | | 5,604 | | | | | | | | | | | | | |
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Total capital expenditures | $ | 414,181 | | | $ | 365,118 | | | $ | 233,114 | | | | | | | | | | | | | |
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We made cash payments for income taxes for each of the three years ended December 31, 2014, 2013 and 2012 of $78.9 million, $71.9 million and $61.5 million, respectively. |
We made cash payments for interest, net of capitalized interest, for each of the three years ended December 31, 2014, 2013 and 2012 of $38.4 million, $29.0 million and $29.1 million, respectively. Capitalized interest was $2.8 million, $3.3 million and $1.1 million during those same periods, respectively. |
Construction accounts payable was $32.0 million at December 31, 2014 and $47.3 million at December 31, 2013. |
New Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for us in 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We are in the process of selecting a transition method and determining the effect of the standard on our ongoing financial reporting. |