10-K 1 ltm201210k.htm 10-K LTM 2012 10K
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
R
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-32230
Life Time Fitness, Inc.
(Exact name of Registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation or organization)
41-1689746
(I.R.S. Employer Identification No.)
2902 Corporate Place
Chanhassen, Minnesota
(Address of principal executive offices)
55317
(Zip Code)
Registrant's telephone number, including area code: (952) 947-0000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, $.02 par value
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes R No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No R
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes R No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer R
Accelerated filer o
Non-accelerated filer o                      (do not check if smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No R
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 29, 2012 was $1,863,676,443, based on the closing sale price for the registrant’s common stock on that date.
The number of shares outstanding of the registrant's common stock as of February 19, 2013 was 43,174,303.
DOCUMENTS INCORPORATED BY REFERENCE
Document
 
Incorporated as to
Proxy Statement for the 2013 Annual Meeting of Shareholders
 
Part III
 



TABLE OF CONTENTS

 
Page
 
 
 
 
 
 




FORWARD-LOOKING STATEMENTS
This Annual Report contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and similar words or expressions. Forward-looking statements are subject to certain risks and uncertainties that could cause the Company's actual results in the future to differ materially from its historical results and those presently anticipated or projected. Among these factors are attracting and retaining members, risks related to our debt levels and debt covenants, the ability to access our existing credit facility and obtain additional financing, strains on our business from continued and future growth, including potential acquisitions and other strategic initiatives, risks related to maintenance and security of our data, potential recognition of compensation expense related to performance-based stock grants, competition from other health and fitness centers, identifying and acquiring suitable sites for new centers and delays in opening new centers. There are many factors that could cause actual results to differ materially from those in any forward-looking statement. For example, forward-looking statements can be affected by inaccurate assumptions, general economic conditions and any other factor that may impact our operations. While it is not possible to identify all factors that you should consider, forward-looking statements can also be impacted by any risks or uncertainties that we discuss throughout this Annual Report and in Part I, Section 1A of this Annual Report entitled “Risk Factors.” Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.
We intend to take advantage of the protective provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking statements, and are including this sentence for the express purpose of enabling us to do so. In addition, forward-looking statements speak only as of the date they were made. We undertake no obligation to update these statements in light of subsequent events or developments.

PART I

Item 1. Business.
Company Overview
Life Time is The Healthy Way of Life Company. We help organizations, communities and individuals achieve their total health objectives, athletic aspirations and fitness goals by engaging in their areas of interest, or discovering new passions, both inside and outside of Life Time's distinctive, resort-like sports, professional fitness, family recreation and spa destinations, most of which operate 24 hours a day, seven days a week. Our Healthy Way of Life approach enables our customers to achieve success by providing the best places, people and programs of exceptional quality and value. As of February 28, 2013, we operated 105 centers under the LIFE TIME FITNESS® and LIFE TIME ATHLETICSM brands primarily in suburban locations in 28 major markets in the United States and Canada.
We believe our centers provide a desirable and unique experience for our members, resulting in a high number of memberships per center, which we manage to optimize the member experience. Of our 105 centers, we consider 84 to be of our large format design. Among these 84 centers, we consider 60 to be of our current model design. Although the size and design of our centers may vary, our business strategy and operating processes generally remain consistent across our centers. Our current model centers typically target 7,500 to 11,000 memberships by offering, on average, 114,000 square feet of multi-use sports and athletic, professional fitness, family recreation, spa amenities and programs and services in a resort-like environment.
The breadth of our programs allows us to connect and engage members in their areas of passion along with others who share the same interests. By offering best-in-class programming - both inside and outside of our centers - along with a dedicated and talented team of Life Time employees who lead each program, we help members achieve their goals by doing what they love. Life Time programs include a wide range of interest areas, such as group fitness, yoga, swimming, running, racquetball, squash, tennis, Pilates, martial arts, kids activities and camps, adult activities and leagues, rock climbing, cycling, basketball, personal training, weight loss and nutrition initiatives, spa, medi-spa and chiropractic services. Life Time program offerings may vary by location.

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Our offerings also include our proprietary line of nutritional products and supplements, and our award-winning magazine, Experience Life®. We also have an Athletic Events division, which offers more than 100 events each year, including running, cycling and triathlon events from entry-level to ultra-endurance. Additionally, we offer a portfolio of health assessments to our members at our centers as well as employees at corporate clients, along with partnerships with health insurance companies, with the goal of further extending the Healthy Way of Life.
Our corporate headquarters are located at 2902 Corporate Place, Chanhassen, Minnesota 55317, and our telephone number is (952) 947-0000. Our principal website is lifetimefitness.com. The information contained on our websites is not a part of this annual report.
Our History
Our Chairman, President and Chief Executive Officer, Bahram Akradi, opened the first Life Time Fitness center in 1992 with an unwavering commitment to our members and their experiences with us. From the design of our centers, to the amenities and services we provide, to the sheer breadth of programming and events we deliver, everything we do is driven from the member point of view. For example, our company has never required long-term member contracts, instead preferring to offer month-to-month agreements that provide members flexibility, while maintaining clear focus on delivering unparalleled programs and value in an effort to earn their business each and every day.
At Life Time, our mission is clear. We provide an educational, entertaining, friendly and inviting, functional and innovative experience that meets the health and fitness needs of the entire family. Over the course of two decades, Life Time has raised the standards in the health and wellness industry while also pioneering the creation of a new industry we call Healthy Way of Life. Through this, we aim to deliver best-in-class programs that help organizations, communities and individuals achieve their total health objectives, athletic aspirations and fitness goals by engaging in their areas of passion. Life Time is well positioned to help them do so by providing the best programs, best people and best places to deliver exceptional experiences.
We were incorporated in 1990 as a Minnesota corporation under the name FCA, Ltd., and subsequently registered to use the name of Life Time Fitness in 1992. We then officially changed our corporate name to Life Time Fitness, Inc. in 1998. In 2004, we completed our initial public offering. Our stock is listed on the New York Stock Exchange (Ticker: LTM).
Our Competitive Strengths
We offer comprehensive programs and services.
The breadth of our programs allows us to connect and engage members in their areas of passion along with others who share the same interests. Unlike many traditional health clubs or gyms, which typically offer little more than rooms with equipment, most Life Time destinations operate 24 hours a day, seven days a week and offer an expansive selection of premium amenities and services, comprehensive programming with dedicated spaces, a large team of certified professionals, service and operations employees, and hundreds of pieces of state-of-the-art cardiovascular and resistance equipment and free-weights.
Our team of member-focused employees — trained through our specifically designed programs and/or certifications — is committed to providing an environment that is clean, educational and entertaining, friendly and inviting, and functional and innovative.
We offer a value proposition that encourages membership loyalty.
The broad range of amenities, programs and services we offer exceeds that of most other health and fitness center alternatives available to consumers. We offer different types of membership plans for individuals, couples and families. Our typical monthly membership dues range from $40 to $140 per month for an individual membership and from $80 to $270 per month for a couple or family membership. Our memberships include the primary member’s children under the age of 12 at a modest per child monthly cost. We provide the majority of our members with a variety of services with their membership, including group fitness classes and fitness assessments, towel and

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locker service and an online subscription to our award-winning magazine, Experience Life®. Our membership plans include initial 14-day money back guarantees and are month-to-month, cancelable by giving up to 60 days advance notice. We believe our value proposition and member-focused approach creates loyalty among our members.
We offer a product that is convenient for our members.
Our centers are generally situated in easily accessible areas and centrally located among the residential, business and shopping districts of the surrounding community. Many members have access to more than one center in markets where we operate more than one location. We design, build and operate our centers to accommodate a large and active membership base by generally providing access to the centers 24 hours a day, seven days a week. In addition, we provide sufficient parking spaces, lockers and equipment to allow our members to use our centers with little or no waiting time, even at peak hours and when centers are at targeted capacity. Our child center services are available to the majority of our members for a modest monthly fee per child for up to two hours per day. Most of our centers offer the convenience of spa and café services.
We have an established and profitable economic model.
Our economic model is both based and dependent on driving membership growth by ramping memberships and optimizing membership mix and pricing within the first three years after a new center is opened, as well as retaining the dues stream and maintaining tight expense control once the center matures. In 2012, this economic model resulted in revenue growth of 11.2%, with revenue of $1.1 billion; EBITDA growth of 18.8%, with EBITDA of $324.7 million and an EBITDA margin of 28.8%; and net income growth of 20.4%, with net income of $111.5 million.
We have a disciplined and sophisticated site selection and development process.
We have developed a disciplined and sophisticated process to evaluate metropolitan markets in which to build or lease new centers, as well as evaluate specific sites for potential centers within those markets. This multi-step process is based upon applying our proven successful experience and analysis to predetermined physical geography, drive patterns, demographics, cultural and competitive criteria generated from profiles of each of our existing centers. We continue to modify these criteria based upon the performance of our centers. A formal business plan is developed for each proposed new center and the plan must pass multiple stages of approval by our management and finance committee of the board of directors. By utilizing a wholly owned construction subsidiary, FCA Construction Company, LLC (“FCA”) that builds and remodels our centers as well as an in-house architectural team that designs and produces construction drawings, we maintain maximum flexibility over the design process of our centers as well as control over the cost and timing of the construction process.
Our Growth Strategy
Our growth strategy is driven by three primary elements:
Build and acquire new centers.
We intend to expand our base of centers, primarily through new center development and acquisition. In 2012, we opened three large format centers that we designed and constructed. In addition, in January 2012, we acquired the Racquet Club of the South, a tennis facility in the Atlanta market, which we rebranded as Life Time Tennis Atlanta. We expect to open three large format centers in 2013, all of which are currently under construction. A rollforward of our center growth from 2008 through 2012 is as follows:

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For the Year Ended December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
Total centers, beginning of year
101

 
89

 
84

 
81

 
70

New centers – constructed
3

 
3

 
3

 
3

 
10

New centers – remodel of existing space

 

 
2

 

 
1

Acquired centers (1)
1

 
9

 
1

 

 

Closed center (2)

 

 
(1
)
 

 

Total centers, end of year
105

 
101

 
89

 
84

 
81

(1) In December 2011, we acquired nine centers from Lifestyle Family Fitness ("LFF") in Indiana, North Carolina and Ohio. In May 2010, we acquired one center in Texas.
(2) In 2010, the lease expired on our 85,630 square foot center in St. Paul, Minnesota which opened in 1997. We closed the center and transferred its memberships to our surrounding locations.
Grow membership dues.
We focus on growing our membership dues by ramping membership at non-mature centers, increasing membership at mature centers that are operating below targeted capacity, optimizing membership mix and increasing prices.
Of our 105 open Life Time Fitness centers at December 31, 2012, 83 had reached maturity, which we define as the 37th month of operations. We had 22 centers that had not yet reached maturity, 11 of which were greenfield expansion centers and 11 of which were acquired centers. In total, these 22 centers averaged 61% of targeted membership capacity at December 31, 2012; our 11 greenfield centers averaged 68% of targeted membership capacity and the 11 acquired centers averaged 46% of targeted membership capacity. We expect the continuing increase in memberships at all 22 centers to contribute to our future growth. Our membership levels for all non-mature centers were as follows:
 
As of December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
Non-mature centers
22

 
21

 
20

 
24

 
36

Non-mature centers percentage of targeted capacity
60.7
%
 
67.2
%
 
65.3
%
 
64.0
%
 
62.6
%
We also focus on optimizing our membership dues through price increases and by improving the mix of our memberships. Our membership dues mix can be improved by increasing the number of members covered under a membership (for instance, an individual to a couple membership, or a couple to a family membership). A member may also upgrade a membership to a higher plan level (for example, from Gold to Platinum).
In order to achieve and maintain our membership and dues goals, we focus on demographics, center usage and membership trends, and employ marketing programs to effectively communicate our value proposition to existing and prospective members. We also offer a subscription option, referred to as a non-access membership, for members who do not access the center, but still want to maintain certain member benefits.
Increase products, programs and services revenue.
We intend to grow in-center and ancillary revenue.
In 2012, revenue from the sale of in-center products, programming and services grew $39.8 million, or 12.9%, to $348.3 million and we increased in-center revenue per membership from $481 to $507. Our programming and services include individual and group personal training sessions and certification; individual and group weight loss programs; hair, skin, nail care and massage services through LifeSpa; kids and adult activities; Pilates, yoga and group fitness sessions and certification; swimming instruction and teams; healthy food offerings from LifeCafe; health, fitness and nutrition assessments and coaching services; squash, racquetball and tennis leagues, programming

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and instruction; recreational basketball leagues through Ultimate Hoops; and other in-center events. We expect to continue driving in-center revenue both by increasing sales of our current in-center products and services, while introducing new products and services to our members and customers.
Our ancillary businesses includes media, athletic events and related services, health promotion programs and training and certification programs. These businesses help grow the LIFE TIME FITNESS® brand, differentiate our program offerings and support our membership base. Revenue from ancillary businesses grew $12.4 million, or 53.3%, to $35.7 million, which was due primarily to the acquisition of race registration and timing businesses and other athletic events.
Our Industry
We participate in the large and growing health and wellness industry, which includes health clubs, fitness equipment, athletics, wellness education, nutritional products, athletic apparel, spa services and other wellness-related activities. According to International Health, Racquet & Sportclub Association (“IHRSA”), the estimated market size of the U.S. health club industry in 2011, which is a relatively small part of the health and wellness industry, was approximately $21.4 billion in revenue and 51.4 million members with approximately 29,960 clubs. Based on IHRSA membership data, the number of health club members in the U.S. increased 23.9% from 41.5 million in 2007 to 51.4 million in 2011. Over this same period, total U.S. health club industry revenues increased 14.4% from $18.7 billion to $21.4 billion.
Our Sports and Athletic, Professional Fitness, Family Recreation and Spa Centers
Size and Location
Our centers have evolved since inception. All centers are centrally located in areas that offer convenient access from residential, business and shopping districts of the surrounding community, and generally provide free and ample parking.
Of our 105 centers as of December 31, 2012, 84 are of our large format design and 60 of those conform to our current model center design. Our distinctive format is designed to provide efficient and inviting spaces that are conducive to the wide range of healthy way of life programming we deliver and that accommodate each center’s targeted capacity. Our current model centers generally target 7,500 to 11,000 memberships and our other large format centers generally target 5,500 to 11,000 memberships. This targeted capacity is designed to maximize the member experience based upon our historical understanding of membership usage, facility layout, the number of individual, couple and family memberships and pricing.
Generally, the main differences between our large format centers and those that are of the current model design are that our current model centers generally include an outdoor aquatics park, larger indoor aquatics area, larger gymnasium, up to three additional studios and enhanced LifeSpa and LifeCafe spaces. We believe that all of our large format centers serve as all-in-one sports and athletic, professional fitness, family recreation and spa destinations. The following table provides the number and average square footage of our large format centers:
 
As of December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
Large format centers – current model
 
 
 
 
 
 
 
 
 
Number of centers
60

 
57

 
54

 
51

 
48

Average square feet
114,000

 
113,000

 
113,000

 
113,000

 
113,000

Large format centers – other
 
 
 
 
 
 
 
 
 
Number of centers
24

 
24

 
24

 
24

 
24

Average square feet
95,000

 
95,000

 
95,000

 
95,000

 
95,000


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Center Environment
Our centers generally combine modern architecture and decor with state-of-the-art amenities. Most of our current model and large format centers are freestanding buildings designed with open architecture and naturally illuminated atriums that create a spacious, inviting atmosphere. With finishes such as limestone floors, wood lockers and granite countertops, our centers are carefully designed to create an appealing and luxurious environment that attracts and retains members and encourages them to visit the center. Moreover, we have specific staff members who are responsible for maintaining the cleanliness of the entire center. We regularly update and refurbish our centers to maintain a high-quality experience. Our commitment to quality and detail provides a similar look and feel at each of our large format centers.
The table below displays the wide assortment of amenities, services, activities and events typically found at our large format centers, including our current model centers:
Amenities
 
Services
 
Activities and Events
Cardiovascular Equipment
 
24-Hour Availability
 
Aquatics
Free Weight and Resistance Equipment
 
Towel Service
 
Athletic Leagues
Group Fitness Studios
 
Locker Service
 
Kids' Birthday Parties
Studio Cycle Theaters
 
Experience Life® Magazine
 
Martial Arts
LifePowerSM Studio
 
Massage Therapy
 
Kids’ Club
Basketball/Volleyball Courts
 
Health and Fitness Assessments
 
Pilates
Racquetball/Squash Courts
 
Metabolic Testing
 
Group Fitness Classes
Lap Pool and Whirlpool Spas
 
Personal Training
 
Studio Cycling
Zero-depth Entry Swimming Pools
 
T.E.A.M. Programs
 
Sports Training Camps
Two-story Waterslides
 
Weight Loss Programs
 
Summer and Vacation Camps
Saunas
 
Nutritional Products
 
Swimming Lessons
Rock Climbing Cavern
 
Nutrition Coaching
 
Yoga
Child Center
 
Endurance Coaching
 
Dance Classes
LifeSpa
 
Member Advantage
 
Athletic Events
LifeCafe and Pool-side Bistro
 
myLT.com and Other Online Services
 
Social Events
Men’s, Women’s and Family
Locker Rooms
 
Cardiovascular and Resistance Training
 
Run Club, Cycle Club and Other
Interest-Driven Clubs
Fitness Equipment and Facilities. To help members develop and maintain a healthy way of life, train for athletic events or lose weight, our centers have up to 400 pieces of cardiovascular and resistance training equipment plus free weights. Exercise equipment is arranged in spacious workout areas to allow for easy movement from machine to machine, facilitating a convenient and efficient workout. Equipment in these areas is arranged in long parallel rows that are clearly labeled by muscle group, allowing members to conveniently customize their exercise programs and reduce downtime during their workouts. Due to the large amount of equipment in each center, members rarely have to wait to use a machine. We have in-house technicians who service and maintain our equipment. In addition, we have large-screen televisions in several areas of the center.
Our current model centers have large indoor and outdoor recreation pools with zero-depth entrances and water slides, lap pools, saunas, steam baths and whirlpools. A majority of these centers also have at least two regulation-size basketball courts that can be used for various sports activities, as well as other dedicated facilities for group fitness, cycling, rock climbing, racquetball and/or squash. In addition, we have tennis facilities at 16 locations with professional instruction.
Personalized Services for Individuals and Small Groups. On average, we employ 25 personal trainers in a current model center. Our personal trainers are skilled in assessing and formulating effective individual and group exercise programs. Our personal training program aims to improve the health and fitness of our members and be considered a

6


leader in the industry. To this end, our personal trainers are required to be certified by one of the nationally accredited certification bodies within six months of employment and take a rigorous one-week internal certification program before providing member service.
We offer many different programs featuring our certified professional personal trainers including:
One-On-One sessions – We offer sessions in which an individual member meets directly with a personal trainer to help him or her achieve healthy way of life goals, including losing weight, gaining weight/muscle mass, or specific event training.
Small Group sessions – We offer sessions in which a group of two to four members meets directly with a single personal trainer to help them achieve their goals with others.
T.E.A.M. Training Education Accountability Motivation® and other Weight Loss and Nutrition programs – We offer large group (typically eight to 12 members) programs under our proprietary T.E.A.M. platform. Our T.E.A.M. Weight Loss program focuses on exercise, education and nutrition and provides the resources and support toward long-term weight loss success. The T.E.A.M. Fitness program combines cardio exercise with strength training. Our endurance program focuses on training in the proper heart rate zones, for the proper duration of time and at the proper frequency to burn fat more efficiently while improving overall health and fitness. Our T.E.A.M. Boot Camp challenges our members to test their strength, agility and stamina. From time to time, we also offer other weight loss and nutrition programs, such as the Life Time 90-Day Weight Loss Challenge, as an opportunity for members to receive education, training and motivation that helps them set and achieve their health and fitness goals, and keep their overall health programs on track.
Assessments – We offer various assessments for a detailed view of total health. Whether the member is an athlete or simply seeking better health, our assessments help members set and achieve health goals more efficiently and confidently by providing information about their current health and fitness.
Fitness Programs and Classes. Our centers offer fitness programs, including group fitness classes and health and fitness training seminars on subjects ranging from metabolism to personal nutrition. Each current model center has at least two group fitness studios and makes use of the indoor and outdoor pool areas for classes. These centers also offer yoga and Pilates as well as a studio dedicated to studio cycling. On average, we offer 85 group fitness classes per week at each current model center, including, for example, studio cycling, step workout, dance classes, circuit training and fitness yoga classes. These classes generally are free of charge to our members. The volume and variety of activities at each center allows members to enjoy the center, whether participating in personalized activities or with other members in group activities.
LifeCafe. Our large format centers feature a LifeCafe, which offers fresh and healthy made-to-order and pre-prepared breakfast, lunch and dinner items, including sandwiches, salads, snacks, shakes and more. Our LifeCafes offer customers the choice of dining indoors, ordering their meals and snacks to go or, in each of our current model centers and certain of our other large format centers, dining outdoors at the poolside bistro. LifeCafes also typically offer the Life Time line of nutritional products and supplements, third-party nutritional products, exercise accessories and personal care products.
LifeSpa. Our current model centers and almost all of our other large format centers also feature a LifeSpa, which is a full-service salon and spa. Each in-center LifeSpa offers hair, body, skin care and massage therapy services, customized to each client’s individual needs. We also offer medi-spa services in select locations. Each LifeSpa is located in a separate, self-contained area that provides a relaxing and rejuvenating environment.
LifeClinic Chiropractic. In select locations, LifeClinic Chiropractic services are provided by licensed chiropractors. LifeClinic Chiropractic offers an innovative, non-invasive form of soft tissue and joint treatment.
Child Centers. Almost all of our centers offer on-site child centers for children from three months through 11 years of age as part of a monthly fee per child. Once a child turns 12, with the appropriate membership, he or she may use

7


most amenities available to adults. Child center services are available for up to two hours per child per day while members use our centers. During this time, children ages one to five years can participate in enrichment programs, such as music, movement and arts and crafts while children ages six to 11 years can participate in Kids Play, which includes gym and rock wall activities. The child center features a computer center, separate infant and toddler playrooms and numerous children's activities. We hire employees that are dedicated to working in the child centers to provide children with an enjoyable experience.
Additional Programs. All of our large format centers offer a variety of additional programs for children, which may include birthday parties, school break camps, parents' night out, sports and fitness classes and swimming lessons. For adults, we offer a variety of sports leagues and interest-driven clubs.
Memberships
We define a membership in two ways: Access memberships and non-access memberships or other subscriptions. As of December 31, 2012, we had 787,003 memberships, comprised of 682,621 Access memberships and 104,382 non-access subscriptions. As of December 31, 2012, we had 1,506,777 members, an average of 1.9 members per membership.
Access Membership Plans. We offer a variety of convenient month-to-month membership with no long-term contracts. Our members typically pay a one-time joining fee, which includes an initiation fee and an administrative fee, and receive an initial 14-day money back guarantee. In this document, we refer to the total cost to join as an enrollment fee. Within each Access type of membership we define a singular membership as one individual, couple or family. For example, a family of three people would be considered one membership. We have five Access membership levels, which are Bronze, Gold, Platinum, Onyx and Diamond. These are the memberships and levels we historically defined as memberships. Within most Access membership levels, a member may purchase full access to only one club or, with an elite membership, access to all clubs at that membership level and below. Depending on the center classification, a member is required to have a minimum membership level. Decisions of center designation are made on a center-by-center basis and are dependent on the market presence, demographic nature, population density, initial investment in the center and available services and amenities.
All Access memberships, regardless of level, typically include 24-hour access, locker and towel service, group fitness classes (such as core, studio cycle and yoga), various educational programs, and Member Advantage (an offering that provides discounts on purchases from national and local businesses for Life Time members). Members may also take advantage of equipment orientations and participate in health and fitness assessments.
If members upgrade their membership plan, they typically receive enhanced benefits depending on plan level. These benefits may include access to a greater number of centers nationwide, more guest privileges, higher-end amenities and additional programs and services.
Part of the Access membership plan offering is a junior membership. Children under the age of 12 qualify for a junior membership, with dues of $6 to $15 per month, depending on the center. The junior membership provides access to the child center, pools and gymnasiums at designated times. We do not count junior memberships as incremental reported memberships since they are already part of the Access membership. We also have occasionally offered other membership plans aimed to attract niche members.

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The following table compares our different Access membership plans as of December 31, 2012:
 
Bronze
 
Gold
 
Platinum
 
Onyx
 
Diamond
 
 
 
Fitness,
 
Outstanding
 
Exceptional
 
Premium
 
Value and
 
fun and
 
club
 
service
 
benefits, value
 
affordability
 
relaxation
 
amenities
 
and luxury
 
and privileges
Number of centers
18
 
51
 
16
 
11
 
9
Enrollment fee
$0-105
 
$0-115
 
$0-115
 
$0-145
 
$0-165
Individual dues
$40-55
 
$60-75
 
$70-85
 
$90-115
 
$120-140
Family dues
$100-135
 
$130-155
 
$150-165
 
$200-255
 
$250-270
Center access
All Bronze centers
(18)
 
All Bronze and Gold centers
(69)
 
All Bronze, Gold and Platinum centers
(85)
 
All Bronze, Gold, Platinum and Onyx centers
(96)
 
All centers (105)
Non-Access Memberships and Other Subscription Plans. We offer a non-access membership for members who choose to “freeze” rather than terminate their Access membership with us. Non-access memberships are $10 to $20 per month, whether an individual, couple or a family. Non-access members continue to have online access to myLT.com, which includes Member Advantage and interest-area content, a subscription to Experience Life® magazine and the ability to resume Access membership without paying joining fees. We experienced significant growth in this membership type in 2011 and 2012, which we believe was due to our members’ desire to maintain a relationship with Life Time Fitness. In the future, we may develop and implement other membership or subscription plans that will not have full access to the centers. These types of memberships will be included in this category of non-access and other subscription plans.
Usage
Our centers are generally open 24 hours a day, seven days a week. We typically experience the highest level of member activity at a center during the 5:00 a.m. to 11:00 a.m. and 4:00 p.m. to 8:00 p.m. time periods on weekdays and during the 8:00 a.m. to 5:00 p.m. time period on weekends. Our centers are appropriately staffed during peak and non-peak hours to provide each member with a positive experience. We have introduced a number of initiatives focused on getting our members more involved and connected with the goal of higher membership usage and increased member satisfaction. The following table reports our usage statistics:
 
For the Year Ended December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
Total number of visits (in millions)
68.4

 
63.8

 
60.1

 
57.7

 
50.4

Average number of visits per month, per center (1)
55,893

 
58,456

 
57,407

 
57,792

 
56,300

Average number of visits per year, per membership
100

 
99

 
98

 
98

 
94

(1) The average number of visits per month, per center declined in 2012 due to the acquisition of nine former LFF centers. These nine centers are smaller and have lower membership bases than our typical centers. In 2012, excluding these nine centers from the calculation, our average number of visits per month, per center increased to 58,743, while the average visits per year, per membership remained at 100.
New Center Site Selection and Construction
Site Selection. Our management devotes significant time and resources to analysis of each prospective site (including both undeveloped land and existing facilities available for lease) on the basis of facts. We look at the physical geography of the site, the highway patterns and drive times, demographics within primary and secondary trade areas as well as cultural and competitive information. We focus mainly on markets that will allow us to operate

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multiple centers that create certain efficiencies in marketing and branding activities, but we select each site based on whether that site and trade area can support an individual center.
After we identify a potential site, we develop a business plan for a center on that site. This requires analysis from certain functional areas of management and approval from the finance committee of our board of directors. We believe that our disciplined, structured process reduces the potential for developing a site that the market cannot support.
Design and Construction. Our wholly owned subsidiary, FCA, provides us with construction management, architecture and design services and millwork fabrication. With approximately 125 employees, FCA is dedicated solely to the design and construction of each new center and the remodel of existing and acquired centers.
Our architecture division has developed a series of prototypical plans and specifications that can be easily adapted to each specific site. Project architects along with our construction management teams monitor quality and oversee the construction progress throughout the development of each new center.
FCA's construction management teams provide on-site supervision, for each new site and remodel, as well as administrative services, such as permitting, purchasing, project accounting and safety administration. The construction management teams qualify subcontractors, bid each component of our projects to ensure cost-effective pricing, and monitor cost progress for the duration of the project. By using similar materials at each center, we not only maintain a consistent look and feel, but we are also able to maximize buying power and leverage economies of scale in purchasing.
Through FCA, we are able to maximize flexibility in the design process, retain control over the cost and timing of the construction process and realize potential cost savings on each project. Nearly all of FCA’s costs are capitalized as a part of the overall initial investment in the new center or the remodel. Any remaining unallocated costs are recognized as an expense in the period incurred. Because FCA performs services solely for us, we do not recognize any revenue or profit related to FCA's operations.
Marketing and Sales
Overview of Marketing. Our in-house marketing and creative design agency is responsible for promoting and differentiating the Life Time Healthy Way of Life brand so as to attract, connect and engage existing and new customers to our centers, products and services. Our marketing and creative design initiatives focus on our comprehensive, healthy lifestyle-oriented approach of helping people set and achieve their health and fitness goals by participating in activities that interest them - and helping them to identify new areas of passion - both inside and outside of our healthy way of life destinations. In turn, these efforts further engage existing members in our ancillary business areas and generate new consumer leads for our membership sales force. Our in-house marketing and creative design agency integrates four key areas, including member acquisition and retention, media planning and analysis, creative development and production, and web, digital and social development. By delivering centralized marketing and creative design services to our centers and ancillary businesses, we bring proven, experienced and innovative strategic planning, creative design, member experience and production to our existing and new markets in an efficient and effective manner.
Overview of Sales. We have trained, commissioned member engagement advisors (sales team) in each center who are responsible for member acquisition and retention. Our member engagement advisors are responsible for prospecting potential members, setting up personalized visits and tours of our centers, and highlighting relevant programs, services and amenities that align with expressed member interests and goals. The member engagement advisors inspire action on the part of prospective members to get started on their healthy way of life and ensure they are connected to our programs and professionals. The member engagement advisors also serve as a primary relationship manager for new members through consistent engagement and timely follow up. During the pre-opening and grand opening phases described below, we have up to 12 member engagement managers on staff at a center. As the center matures, we reduce the number of member engagement advisors on staff to between six and eight.

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Pre-Opening Phase. We generally begin selling memberships up to five months prior to a center's scheduled opening. We market to prospective members during this period primarily through a portfolio of broad-reach and targeted consumer and business-to-business media as well as referral promotions. To further attract new members during this period, we occasionally offer lower pre-opening joining fees.
Grand Opening Phase. We deploy a marketing program during the first month of a center's operation that builds on our pre-opening efforts. The campaign culminates with households in a strategically designated trade area - based on local access considerations, housing density and travel patterns - receiving targeted advertising. Simultaneously, new members receive special invitations to post-grand-opening activities designed to assist them in their orientation to the center.
Membership Growth Phase. After the grand opening phase, marketing activities and costs generally decrease as drive-by visibility and word-of-mouth marketing become more influential. The goal of each center is to achieve consistent membership growth until targeted capacity is reached. Once the center has reached its targeted capacity, marketing efforts aim to keep membership levels stable and grow other in-center services. Marketing plans for each center are formulated on an annual basis and reviewed monthly by marketing and center-level sales employees. At monthly intervals, a comprehensive situation analysis is performed and adjustments are implemented, as necessary, to ensure sales and retention objectives are meeting the goals of the center's business plan.
Ongoing Member Retention Phase. When a new member joins, we initiate a comprehensive connectivity and engagement process aimed at helping them to achieve their total health objectives, athletic aspirations and fitness goals by engaging in their areas of passion. We are in the position to help them achieve this by providing the best places, people and programs of exceptional quality and value. We have created dozens of specific interest areas, along with connectivity programs, including, but not limited to, our dedicated member website, myLT.com; our periodic offerings of various athletic and social events; access to national and local Member Advantage discounts, a program designed to provide our members with discounts at select local and national partner businesses; and access to myLTBuck$, a member loyalty or rewards program.
Leveraging the LIFE TIME FITNESS® Brand
We continue to build our brand nationally and internationally through expansion of our portfolio of centers, and by delivering high-quality products and services in the areas of education, exercise and nutrition.
Centers. As of February 28, 2013, we operated 105 centers in 28 major markets in the United States and Canada under the LIFE TIME FITNESS® and LIFE TIME ATHLETICSM brands.
Education. Our educational initiatives include in-center classes and seminars; a vast array of online content (at lifetimefitness.com, experiencelife.com, revolutionaryact.com, myLT.com, myhealthcheckonline.com and lifetimeendurance.com), including articles, videos, blogs and e-newsletters; social media offerings; and our award-winning magazine, Experience Life®, which is distributed to more than 650,000 of our members. The publication, with a total circulation of over 700,000 copies, is also available to a general consumer audience by subscription and on newsstands nationwide. Published 10 times a year, Experience Life® offers approximately 90 full-color pages of forward-thinking health and fitness wisdom, including articles on nutrition and healthy eating, health and wellness, exercise and active adventure, stress-management, personal development and many other quality-of-life topics. In addition, each issue includes approximately 30 pages of national advertising. The magazine is also available in a digital edition, and launched its first mobile app, “101 Revolutionary Ways to Be Healthy,” in 2011. In continuous publication since 2001, Experience Life® is considered by many health experts to be one of the country's leading health and fitness titles, and has earned dozens of national and regional awards, including two gold Folio awards and numerous top prizes from the Minnesota Magazine and Publishing Association.
Athletic Events. We produce athletic events for members and non-members, both inside and outside our centers. The primary focus has been on endurance activities, including running, cycling and triathlon. In 2012, we produced over 100 events, serving over 90,000 participants. Our events range from entry level to ultra endurance events and draw from local, regional, national and international markets. Our larger events include triathlons such as the Life Time Tri Minneapolis and Life Time Tri Chicago, as well as the iconic Leadville Trail 100® Mountain Bike “Race Across

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the Sky.” In addition, we own and manage the Life Time Tri Pro Series, which connects seven of the most prominent international distance triathlon events in the United States. We produce events primarily in markets in which we operate centers, including themed runs such as the Torchlight 5K Run and Turkey Day 5K. We also hosted the Commitment DaySM run in 28 markets, with over 35,000 participants on New Year's Day. We also produce indoor triathlons in many of our centers, which are geared towards introducing members to the sport of triathlon.
Nutritional Products. We offer a line of nutritional products, including Men's and Women's Performance Multivitamins, Omega-3 Fish Oil, Joint Maintenance Formulation, LeanSource Soft Gels, VeganMax, Whey Protein, and FastFuel Complete, our meal replacement product. We believe our products deliver high quality, value and performance when it comes to helping our members achieve their health and fitness goals. Our products use high quality ingredients and are available in our LifeCafes and through our website, shop.lifetimefitness.com. Our current nutritional product line focuses on general health, along with LeanSource, which supports weight management. We use experienced and professional third parties to manufacture our nutritional products.
Our Employees
Our current model centers are staffed with an average of 250 full-time and part-time employees. Approximately 11 center employees are in management positions, typically including a general manager, member services department head, operations department head, member engagement manager and personal training department head to ensure a well-managed facility and motivated work force.
Most center employees are required to participate in a training and certification program that is specifically designed to promote a friendly and inviting environment at each center and a consistent standard of performance across all of our centers. Employees also receive ongoing mentoring, and continuing education is often required before they are permitted to advance to other positions within our company. Additionally, our personal trainers, registered dietitians, massage therapists and cosmetologists are required to maintain a professional license or one of their industry’s top certifications.
As of December 31, 2012, we had approximately 21,700 employees, including approximately 14,500 part-time employees and approximately 780 employees at our corporate office. We are not a party to a collective bargaining agreement with any of our employees. Although we experience turnover of non-management employees, historically we have not experienced difficulty in obtaining adequate replacement employees. In general, we believe relations with our employees are good.
Information Systems
In addition to our standard operating and administrative systems, we use an integrated and flexible member management system to manage the flow of member information within each of our centers and between centers and our corporate office. We have designed and developed our proprietary system to allow us to easily collect and process information. Our system enables us to, among other things, enroll new members with an electronic membership agreement, capture digital pictures of members for identification purposes and capture and maintain specific member information, including usage. The system allows us to streamline the collection of membership dues electronically, thereby offering additional convenience for our members while at the same time reducing our corporate overhead and accounts receivable. We have a customer relationship management system to enhance our marketing campaigns and management oversight regarding daily sales and marketing activities.
Competition
We consider the following groups to be the primary industry participants in the health and wellness industry:
health club operators, including 24 Hour Fitness Worldwide, Inc., Equinox Holdings, Inc., LA Fitness International, LLC, Town Sports International, Inc. and Gold's Gym;
the YMCA and similar non-profit organizations;
physical fitness and recreational facilities established by local governments, hospitals and businesses;

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local salons, cafés and businesses offering similar ancillary services;
exercise and small fitness clubs and studios, including Anytime Fitness, Curves International and Snap Fitness;
racquet, tennis and other athletic clubs;
amenity and condominium clubs;
country clubs;
online personal training and fitness coaching;
the home-use fitness equipment industry;
athletic event operators and related suppliers; and
providers of wellness and other healthy way of life orientated products and services.
The health and wellness industry is highly competitive. While competition in the industry varies from market to market, it may be impacted by various factors, including the breadth and price of membership offerings and other products and services, the flexibility of membership options, the overall quality of the offering, name or brand recognition and economies of scale. We believe that our comprehensive product offering and focus on services, amenities and value provide us with a distinct competitive advantage, positioning us well in the health and wellness industry.
Government Regulation
Our operations and business practices are subject to regulation at federal, state and local levels, including consumer protection regulation related to our advertising, marketing, and sales efforts; health and safety regulation and licensing requirements related to our café, spa, aquatics, child care and ancillary health and fitness-related products and services; and regulation related to the collection, use and security of personal information about our members, guests and purchasers.
With respect to the health and fitness industry specifically, state statutes regulate the sale and terms of our membership contracts. State statutes often require that we:
include certain terms in our membership contracts, including the right to cancel a membership, in most cases, within three to 10 days after joining, and receive a refund of enrollment fees paid;
escrow funds received from pre-opening sales or post a bond or proof of financial responsibility; and
adhere to price or financing limitations.
Trademarks and Trade Names
We own several trademarks and service marks registered with the U.S. Patent and Trademark Office, including, among others, LIFE TIME FITNESS®, EXPERIENCE LIFE®, T.E.A.M. TRAINING EDUCATION ACCOUNTABILITY MOTIVATION® and MYHEALTHSCORE®. We have also registered our logo and our LIFE TIME FITNESS Triathlon logo. We also registered the “LIFE TIME FITNESS” mark in certain foreign countries.
We believe our trademarks and trade names have become important components in our marketing and branding strategies. We believe that we have all licenses necessary to conduct our business. In particular, we license the mark “LIFE TIME” in connection with our nutritional products so that we can market and distribute them under the LIFE TIME FITNESS® brand.
Available Information
Our corporate website is lifetimefitness.com. We make available through our website, free of charge, all reports and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities and Exchange Act of

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1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”).
Item 1A. Risk Factors.
We may be unable to attract and retain members, which could have a negative effect on our business.
The success of our business depends on our ability to attract and retain members, and we cannot assure you that we will be successful in our marketing efforts or that the membership levels at our centers will not materially decline, especially at those centers in operation for an extended period of time. All of our members can cancel their membership at any time upon providing advance notice. In addition, we experience attrition and must continually engage existing members and attract new members in order to maintain our membership levels and sales from in-center services. There are numerous factors that could lead to a decline in membership levels or sales of in-center services in mature centers or that could prevent us from increasing membership and in-center service revenue at newer centers where membership is generally not yet at a targeted capacity. These factors include changing desires and behaviors of consumers, changes in discretionary spending trends and general economic conditions, market maturity or saturation, a decline in our ability to deliver quality service at a competitive price, direct and indirect competition in our trade areas, advances in medical care that lead to less interest in health and fitness activities, and a decline in the public’s interest in health and fitness as well as social fears such as terror or health threats which could reduce the desire to be in a concentrated public venue. In order to increase membership levels, we may from time to time offer lower membership rates and enrollment fees. Any decrease in our average dues, reduction in enrollment fees or higher membership acquisition costs may adversely impact our operating margins.
We rely heavily on our revolving credit facility and our ability to access additional capital. If we are not able to access our credit facility, obtain additional capital or refinance existing debt, our ability to operate our business and pursue our growth strategy may be impaired.
As of December 31, 2012, we had total consolidated indebtedness of $704.5 million, of which $292.4 million was floating rate debt, consisting principally of obligations under term notes that are secured by certain of our properties, borrowings under our revolving credit facility that are secured by certain personal property, mortgage notes that are secured by certain of our centers, and obligations under capital leases.
The credit markets generally and our level of indebtedness could have important consequences to us, including the following:
Our ability to obtain the appropriate levels of capital for working capital purposes or to finance the development and construction of new centers or acquisitions may limit our growth strategy and future business opportunities;
A significant portion of our debt has a variable rate of interest, which increases our vulnerability to interest rate fluctuations;
We will need a substantial portion of our cash flow to pay the principal of, and interest on, our indebtedness, including indebtedness that we may incur in the future, which may reduce the funds that would otherwise be available for our operations or to pursue our growth strategy and future business opportunities;
A substantial decrease in our cash flows from operations or a substantial increase in our investment in new centers could make it difficult for us to meet our debt service requirements and force us to modify our operations; and
We may be more highly leveraged than our competitors, which may place us at a competitive disadvantage including in the event of an economic downturn.
In addition to the amount of indebtedness outstanding as of December 31, 2012, we had access to an additional $195.6 million under our credit facility. We also have the ability to incur new debt, subject to limitations under our

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existing credit facility and in our debt financing agreements. If we incur additional debt, the risks associated with our leverage, including our ability to service our debt, could intensify, and we may have to change our growth strategies as a consequence.
Finally, if cash from available sources is insufficient or unavailable, or if cash is used for unanticipated needs, we may require additional capital sooner than anticipated. In the event that we are required or choose to raise additional funds, we may be unable to do so on favorable terms or at all. Furthermore, the cost of debt financing could significantly increase, making it cost prohibitive to borrow, which could force us to issue new equity securities. If we issue new equity securities, existing shareholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of common stock.
Any inability to access our existing credit facility, to raise additional capital when required or with favorable terms, or to repay scheduled indebtedness at maturity could have an adverse effect on our business plans and operating results.
If we fail to comply with any of the covenants in our financing documents, we may not be able to access our existing credit facility, and we may face an accelerated obligation to repay our indebtedness.
We have entered into several financing transactions to finance the development of our centers. Certain of the loan documents contain financial and other covenants applicable to us, and certain of these loan documents contain cross-default provisions. If we fail to comply with any of the covenants, it may cause a default under one or more of our loan documents, which could limit our ability to obtain additional financing under our existing credit facility, require us to pay higher levels of interest or accelerate our obligations to repay our indebtedness.
Our continued growth could place strains on our management, employees, information systems and internal controls which may adversely impact our business.
Over the past several years, we have experienced significant growth in our business activities and operations, including an increase in the number of our centers, development of new businesses and acquisitions of other businesses. Our past expansion has placed, and any accelerated future expansion may place, significant demands on our administrative, operational, financial and other resources. Any failure to manage growth effectively could seriously harm our business. To be successful, we will need to continue to implement management information systems and improve our operating, administrative, financial and accounting systems and controls. We will also need to train new employees and maintain close coordination among our executive, accounting, finance, legal, human resources, risk management, marketing, sales and operations functions. These processes are time-consuming and expensive, increase management responsibilities and divert management attention.
If we fail to properly maintain the integrity of our data or to strategically implement, upgrade or consolidate existing information systems, our reputation and business could be materially adversely affected.
As we grow our business, we increasingly use electronic means to interact with our customers and collect, maintain and store individually identifiable information, including, but not limited to, personal financial information and health-related information. Despite the security measures we have in place to ensure compliance with applicable laws and rules, our facilities and systems, and those of our third-party service providers may be vulnerable to security breaches, acts of cyber terrorism, vandalism or theft, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. Additionally, the collection, maintenance, use, disclosure and disposal of individually identifiable data by our businesses are regulated at the federal and state levels as well as by certain financial industry groups, such as the Payment Card Industry organization. Such federal, state and financial industry groups may also consider from time to time new privacy and security requirements that may apply to our businesses. Compliance with evolving privacy and security laws, requirements, and regulations may result in cost increases due to necessary systems changes, new limitations or constraints on our business models and the development of new administrative processes. They also may impose further restrictions on our collection, disclosure and use of individually identifiable information that are housed in one or more of our databases. Noncompliance with privacy laws, financial industry group requirements or a security breach involving the misappropriation, loss or other unauthorized disclosure of personal, sensitive and/or confidential information, whether by us or by one of our vendors, could have a material adverse effect on our business, operations and reputation including material fines and penalties; increased financial processing fees; compensatory, statutory, punitive or other damages; adverse actions against our licenses to do business; and injunctive relief whether by court or consent order.

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Our business could be adversely affected by strong competition in the highly competitive health and wellness industry.
We compete with the following industry participants: other health and fitness centers; physical fitness and recreational facilities established by non-profit organizations, governments, hospitals, and businesses; local salons, cafés and businesses offering similar ancillary services; exercise and small fitness clubs and studios; racquet, tennis and other athletic clubs; amenity and condominium clubs; country clubs; online personal training and fitness coaching; the home-use fitness equipment industry; athletic event operators and related suppliers; and providers of wellness and other healthy way of life orientated products and services. We cannot assure you that our competitors will not attempt to copy our business model, or portions thereof, and that this will not erode our market share and brand recognition and impair our growth rate and profitability. Competitors, which may have greater name recognition than we have, may compete with us to attract members in our markets. Non-profit and government organizations in our markets may be able to obtain land and construct centers at a lower cost and collect membership fees without paying taxes, thereby allowing them to charge lower prices. Furthermore, due to the increased number of low cost health club and fitness center alternatives, we may face increased competition during periods if we increase our price, discretionary spending declines or unemployment remains high. This competition may limit our ability to attract and retain members.
We may be unable to successfully acquire suitable businesses or, if we do acquire them, the acquisition may disrupt our business or we may be unable to successfully integrate the business into our own, all of which may have a material adverse effect on our performance.
In order to remain competitive and to expand our business, we have acquired, and expect to continue to acquire, complementary businesses and centers. In the future, we may not be able to find suitable acquisition candidates. If we do find suitable candidates, we may not be able to conduct effective due diligence or acquire the businesses on favorable terms or at all. We may also have to incur debt or issue equity securities to pay for any acquisition, which could adversely affect our financial results or dilute our shareholders.
In addition, if we do acquire other businesses, integrating the business into our own may place significant demands on our administrative, operational, financial and other resources and may require significant management time, which may disrupt our other businesses. Our ability to acquire and integrate larger or more significant companies is unproven. In addition, we cannot provide any assurances that we will be able to successfully integrate any acquired, or to be acquired, business into our own business or achieve any goals relating to the acquisition.
If we are unable to identify and acquire suitable sites for centers, our revenue growth rate and profits may be negatively impacted.
To successfully expand our business, we must identify and acquire sites that meet the site selection criteria we have established. In addition to finding sites with the right demographic and other measures we employ in our selection process, we also need to evaluate the penetration of our competitors in the market. We face significant competition for sites that meet our criteria, and as a result we may lose those sites, our competitors could copy our format or we could be forced to pay significantly higher prices for those sites. If we are unable to identify and acquire sites for new centers, our revenue growth rate and profits may be negatively impacted. Additionally, if our analysis of the suitability of a site is incorrect, we may not be able to recover our capital investment in developing and building the new center.
We may incur significant costs in the development and implementation of new businesses with no guarantee of success.
In order to remain competitive and expand our business, we have developed, and expect to continue to develop, in-center and ancillary businesses. We may incur significant costs in the development of these businesses, some of which may be outside of our core competency. In addition, we cannot guarantee that these businesses will be successful and contribute to earnings.
Delays in new center openings could have an adverse effect on our growth.
In order to meet our objectives, it is important that we open new centers on schedule. A significant amount of time and expenditure of capital is required to develop and construct new centers. If we are significantly delayed in opening new centers, our competitors may be able to open new clubs in the same market before we open our centers

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or improve centers currently open. This change in the competitive landscape could negatively impact our pre-opening sales of memberships and increase our investment costs. In addition, delays in opening new centers could hurt our ability to meet our growth objectives. Our ability to open new centers on schedule depends on a number of factors, many of which are beyond our control. These factors include:
obtaining acceptable financing for construction of new sites;
obtaining entitlements, permits and licenses necessary to complete construction of the new center on schedule;
recruiting, training and retaining qualified employees;
securing access to labor and materials necessary to develop and construct our centers;
delays due to material shortages, labor issues, weather conditions or other acts of God, discovery of contaminants, accidents, deaths or injunctions; and
general economic conditions.
We may incur rising costs related to construction of new centers and maintenance of our existing centers. If we are not able to pass these cost increases through to our members, our returns may be adversely affected.
Our centers require significant upfront and ongoing investment. If our investment is higher than we had planned, we may need to outperform our operational plan to achieve our targeted return. Over the longer term, we believe that we can offset cost increases by increasing our membership dues and other fees and improving profitability through cost efficiencies, but higher costs in regions where we are opening new centers may be difficult to offset in the short term.
We have significant operations concentrated in certain geographic areas, and any disruption in the operations of our centers in any of these areas could harm our operating results.
At February 28, 2013, we operated multiple centers in several metropolitan areas, including 24 in the Minneapolis/St. Paul market, nine in the Chicago market, eight in the Dallas market, six in the Atlanta, Detroit and Houston markets and five in the Phoenix market, with future planned expansion in current and new markets. As a result, any prolonged disruption in the operations of our centers in any of these markets, whether due to technical difficulties, power failures or destruction or damage to the centers as a result of a natural disaster, fire or any other reason, could harm our operating results. In addition, our concentration in these markets increases our exposure to adverse developments related to competition, as well as economic and demographic changes in these areas.
If our chairman, president and chief executive officer leaves our company for any reason, it could have an adverse effect on our business.
Our growth and development to date have been driven by the services of Bahram Akradi, our Chairman of the Board of Directors, President, Chief Executive Officer and founder. We do not have any employment or non-competition agreement with Mr. Akradi. In addition, Mr. Akradi may be able to exert disproportionate influence over us because of the significant consequence of his departure.
If we cannot retain our key employees and hire additional highly qualified employees, we may not be able to successfully manage our businesses and pursue our strategic objectives.
We are highly dependent on the services of our senior management team and other key employees at both our corporate headquarters and our centers, and on our ability to recruit, retain and motivate key employees. Competition for such employees is intense, and the inability to attract and retain the additional qualified employees required to expand our activities, or the loss of current key employees, could adversely affect us.
The opening of new centers may negatively impact our operating margins. In addition, the opening of new centers in existing markets may negatively impact our same-center revenues.
A result of opening new centers is that our center operating margins may be lower than they have been historically while the centers build membership base. We expect both the addition of pre-opening expenses and the lower

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revenue volumes characteristic of newly opened centers to affect our center operating margins at these new centers. We also expect certain operating costs, particularly those related to occupancy, to be higher than in the past in some newly entered geographic regions. As a result of the impact of these rising costs, our total center contribution and operating margins may be lower in future periods than they have been in the past.
We currently operate centers in 22 states and one Canadian province. We plan to open three new large format centers in 2013, two of which are in existing markets. Opening new centers in existing markets may attract some memberships away from other centers in those markets, thereby leading to diminished revenue and profitability. In addition, as a result of new center openings in existing markets, and because older centers will represent an increasing proportion of our center base over time, our same-center revenue increases may be lower in future periods than in the past.
We could be subject to claims related to construction or operation of our centers and off-premises activities and events.
Use of our centers and participation in off-premises activities and events pose potential health or safety risks to members or guests through exertion and use of our equipment, swimming pools, rock climbing walls, waterslides, endurance events and other facilities and services. Claims may be asserted against us for injury or death suffered by someone using our facilities, services, activities and events, including a minor child. We could also face claims in connection with our construction and remodel of our centers. While we carry insurance generally applicable to such claims, we face exposure for losses within any self-insured retention or for uninsured damages.
We are subject to extensive government regulation, and changes in these regulations could have a negative effect on our financial condition and results of operations.
Our operations are subject to various federal and state laws and regulations, including but not limited to the following:
federal and state consumer protection laws related to the advertising, marketing and sale of our products and services;
state statutes that regulate the sale and terms of our membership contracts;
state and local health or safety regulations related to various center operations, such as child centers, LifeCafe, LifeSpa or Aquatics;
federal and state regulation of ancillary health and fitness-related products and services;
state licensing or other regulation of our service providers, such as cosmetologists, massage therapists and registered dietitians; and
federal and state laws and regulations governing privacy and security of information.
Any changes in such laws or regulations could have a material adverse effect on our financial condition and results of operations.
We could be subject to claims related to our ancillary health and fitness-related offerings, and the value of our brand may suffer.
We offer directly or through third parties a variety of ancillary health and fitness-related products and services, such as nutritional products, blood screenings and other fitness assessments, chiropractic services, and medi-spa services. These products and services are, or may be subject to, legal and regulatory requirements. We cannot assure you that there will be no claims against us regarding the ingredients in, manufacture of or results of using our nutritional products, or any claims against us regarding our provision of other health and fitness-related services or our relationships with third parties. Furthermore, we cannot assure you that any rights we have under indemnification provisions and/or insurance policies will be sufficient to cover any losses that might result from such claims. Any publicity surrounding such claims may negatively impact the value of our brand.

18


If it becomes necessary to protect or defend our intellectual property rights or if we infringe on the intellectual property rights of others, we may become involved in costly litigation or be required to pay royalties or fees.
We may have disputes with third parties to enforce our intellectual property rights, protect our trademarks, determine the validity and scope of the proprietary rights of others or defend ourselves from claims of infringement, invalidity or unenforceability. We may incur substantial costs and a diversion of resources as a result of such disputes, even if we win. In the event that we do not win, we may have to enter into royalty or licensing agreements, we may be prevented from using the marks within certain markets in connection with goods and services that are material to our business or we may be unable to prevent a third party from using our marks. We cannot assure you that we would be able to reach an agreement on reasonable terms, if at all. In particular, although we own a federal trademark registration for use of the LIFE TIME FITNESS® mark in the field of health and fitness centers, we are aware of entities in certain locations around the country that use LIFE TIME FITNESS, LIFE TIME or other similar marks in connection with goods and services related to health and fitness. The rights of these entities in such marks may predate our rights. Accordingly, if we open any centers in the areas in which these parties operate, we may be required to pay royalties or may be prevented from using the mark in such areas.
Item 1B. Unresolved Staff Comments.
None.

Item 2. Properties.
Our corporate headquarters, located in Chanhassen, Minnesota next to our Chanhassen large format center, is a 105,000 square foot, free-standing, three-story building that we own.
As of February 28, 2013, we operated 105 centers in 22 states and one Canadian province, of which we leased 30 sites, are party to long-term ground leases for nine sites, owned 65 sites and were a member of a joint-venture that owned one site. We expect to open three large format centers in 2013 on sites we own in various markets, all of which are currently under construction. Excluding renewal options, the terms of leased centers, including ground leases, expire at various dates from 2013 through 2049. The majority of our leases have renewal options and a few give us the right to purchase the property. The table below contains information about our open centers:
Location
 
Center Format (1)
 
Square Feet (2)
 
Date Opened (3)
105 Life Time Athletic Atlanta, GA
 
Large/Current
 
116,848
 
May-2012
104 South Tulsa (Tulsa), OK
 
Large/Current
 
114,441
 
Apr-2012
103 Mississauga (Toronto), ON
 
Large/Current
 
146,674
 
Mar-2012
102 Life Time Tennis Atlanta, GA
 
Other
 
22,703
 
Jan-2012
101 Fishers (Indianapolis), IN (4)
 
Other
 
32,000
 
Dec-2011
100 Matthews (Charlotte), NC (4)
 
Other
 
36,594
 
Dec-2011
99 University (Charlotte), NC (4)
 
Other
 
35,230
 
Dec-2011
98 Upper Arlington (Columbus), OH (4)
 
Other
 
35,055
 
Dec-2011
97 Pickerington (Columbus), OH (4)
 
Other
 
27,000
 
Dec-2011
96 North Meridian (Indianapolis), IN (4)
 
Other
 
44,000
 
Dec-2011
95 Apex (Raleigh), NC (4)
 
Other
 
35,244
 
Dec-2011
94 Plantation Point (Raleigh), NC (4)
 
Other
 
32,000
 
Dec-2011
93 Six Forks (Raleigh), NC (4)
 
Other
 
45,306
 
Dec-2011
92 Summerlin (Las Vegas), NV
 
Large/Current
 
143,286
 
May-2011
91 Colorado Springs, CO
 
Large/Current
 
112,110
 
May-2011
90 Syosset (Long Island), NY
 
Large/Current
 
112,110
 
Jan-2011
89 Centennial (Denver), CO
 
Large/Current
 
129,182
 
Dec-2010
88 Uptown (Mpls./St. Paul), MN
 
Other
 
12,490
 
Aug-2010
87 Kingwood (Houston), TX
 
Other
 
50,085
 
May-2010
86 Lenexa (Kansas City), KS
 
Large/Current
 
112,110
 
Mar-2010
85 Pima Crossing (Phoenix), AZ
 
Other
 
20,620
 
Feb-2010

19


Location
 
Center Format (1)
 
Square Feet (2)
 
Date Opened (3)
84 Beachwood (Cleveland), OH
 
Large/Current
 
112,110
 
Jan-2010
83 Collierville (Memphis), TN
 
Large/Current
 
112,110
 
Jun-2009
82 Lake Houston (Houston), TX
 
Large/Current
 
112,110
 
Feb-2009
81 Berkeley Heights (New York), NJ
 
Large/Current
 
112,110
 
Feb-2009
80 Westminster (Denver), CO
 
Large/Current
 
112,110
 
Nov-2008
79 Florham Park (New York), NJ
 
Large/Current
 
109,995
 
Nov-2008
78 Loudoun County (D.C./Baltimore), VA
 
Large/Current
 
112,110
 
Oct-2008
77 Mansfield (Dallas), TX
 
Large/Current
 
129,155
 
Oct-2008
76 Vernon Hills (Chicago), IL
 
Large/Current
 
140,495
 
Sep-2008
75 CityCentre (Houston), TX
 
Large/Current
 
140,495
 
Sep-2008
74 Rockville (D.C./Baltimore), MD
 
Large
 
66,700
 
Sep-2008
73 Woodstock-Mountain Brook (Atlanta), GA
 
Large/Current
 
112,110
 
Jun-2008
72 West County (St. Louis), MO
 
Large/Current
 
112,110
 
Jun-2008
71 Johns Creek (Atlanta), GA
 
Large/Current
 
112,110
 
May-2008
70 Parker (Denver), CO
 
Large/Current
 
129,155
 
Jan-2008
69 San Antonio at the Rim (San Antonio), TX
 
Large/Current
 
112,110
 
Dec-2007
68 Sugarloaf (Atlanta), GA
 
Large/Current
 
112,110
 
Nov-2007
67 Austin South (Austin), TX
 
Large/Current
 
109,045
 
Oct-2007
66 Life Time Athletic Dallas, TX
 
Large
 
62,000
 
Sep-2007
65 White Bear Lake (Mpls./St. Paul), MN
 
Large
 
58,782
 
Sep-2007
64 Deerfield Township (Cincinnati), OH
 
Large/Current
 
127,040
 
Jul-2007
63 Omaha, NE
 
Large/Current
 
115,030
 
Jun-2007
62 Lakeville (Mpls./St. Paul), MN
 
Large/Current
 
115,030
 
Jun-2007
61 Cary (Raleigh), NC
 
Large/Current
 
109,995
 
May-2007
60 Dublin (Columbus), OH
 
Large/Current
 
109,045
 
Apr-2007
59 Scottsdale (Phoenix), AZ
 
Large/Current
 
109,775
 
Dec-2006
58 Alpharetta (Atlanta), GA
 
Large/Current
 
109,720
 
Dec-2006
57 Goodyear Palm Valley (Phoenix), AZ
 
Large/Current
 
109,775
 
Oct-2006
56 Overland Park (Kansas City), KS
 
Large/Current
 
110,080
 
Oct-2006
55 South Valley (Salt Lake City), UT
 
Large/Current
 
108,925
 
Aug-2006
54 Boca Raton (Miami/Ft. Lauderdale), FL
 
Large
 
73,688
 
Jul-2006
53 Bloomington South (Mpls./St. Paul), MN
 
Large
 
95,314
 
Jul-2006
52 Eden Prairie (Mpls./St. Paul), MN
 
Large
 
89,011
 
Jul-2006
51 St. Louis Park (Mpls./St. Paul), MN
 
Large
 
189,496
 
Jul-2006
50 Crosstown (Mpls./St. Paul), MN
 
Large
 
145,896
 
Jul-2006
49 Target Center (Mpls./St. Paul), MN
 
Large
 
170,925
 
Jul-2006
48 Fridley (Mpls./St. Paul), MN
 
Large
 
162,048
 
Jul-2006
47 Allen-McKinney (Dallas), TX
 
Large/Current
 
125,475
 
May-2006
46 Columbia (D.C./Baltimore), MD
 
Large/Current
 
110,563
 
Feb-2006
45 Minnetonka (Mpls./St. Paul), MN
 
Other
 
41,000
 
Jan-2006
44 Maple Grove (Mpls./St. Paul), MN
 
Large
 
72,500
 
Dec-2005
43 San Antonio, TX
 
Large/Current
 
110,563
 
Dec-2005
42 Romeoville (Chicago), IL
 
Large/Current
 
110,563
 
Sep-2005
41 Austin North (Austin), TX
 
Large/Current
 
110,563
 
Sep-2005
40 Chanhassen (Mpls./St. Paul), MN
 
Large/Current
 
110,563
 
Jul-2005

20


Location
 
Center Format (1)
 
Square Feet (2)
 
Date Opened (3)
39 Cinco Ranch (Houston), TX
 
Large/Current
 
108,890
 
Jun-2005
38 Commerce Township (Detroit), MI
 
Large/Current
 
108,890
 
Mar-2005
37 Colleyville (Dallas), TX
 
Large/Current
 
108,890
 
Nov-2004
36 North Dallas (Dallas), TX
 
Large
 
68,982
 
Nov-2004
35 Flower Mound (Dallas), TX
 
Large/Current
 
108,890
 
Oct-2004
34 Sugar Land (Houston), TX
 
Large/Current
 
108,890
 
Oct-2004
33 Garland (Dallas), TX
 
Large/Current
 
108,890
 
Jul-2004
32 Champions (Houston), TX
 
Large/Current
 
108,890
 
Jun-2004
31 Plano (Dallas), TX
 
Large/Current
 
108,890
 
Nov-2003
30 New Hope (Mpls./St. Paul), MN
 
Other
 
44,156
 
Oct-2003
29 Gilbert (Phoenix), AZ
 
Large/Current
 
108,890
 
Oct-2003
28 Tempe (Phoenix), AZ
 
Large/Current
 
108,890
 
Apr-2003
27 Rochester Hills (Detroit), MI
 
Large/Current
 
108,890
 
Nov-2002
26 Canton Township (Detroit), MI
 
Large/Current
 
105,010
 
Sep-2002
25 Old Orchard (Chicago), IL
 
Large/Current
 
108,890
 
Aug-2002
24 Savage (Mpls./St. Paul), MN
 
Large
 
80,583
 
Jun-2002
23 Burr Ridge (Chicago), IL
 
Large/Current
 
105,562
 
Feb-2002
22 Champlin (Mpls./St. Paul), MN
 
Large
 
61,948
 
Oct-2001
21 Fairfax (D.C./Baltimore), VA
 
Large
 
67,467
 
Oct-2001
20 Orland Park (Chicago), IL
 
Large/Current
 
108,890
 
Aug-2001
19 Algonquin (Chicago), IL
 
Large/Current
 
108,890
 
Apr-2001
18 Bloomingdale (Chicago), IL (5)
 
Large/Current
 
108,890
 
Feb-2001
17 Warrenville (Chicago), IL
 
Large/Current
 
114,933
 
Jan-2001
16 Schaumburg (Chicago), IL
 
Large/Current
 
108,890
 
Oct-2000
15 Minneapolis, MN
 
Other
 
58,705
 
Sep-2000
14 Shelby Township (Detroit), MI
 
Large
 
101,680
 
Mar-2000
13 Centreville (D.C./Baltimore), VA
 
Large
 
90,956
 
Jan-2000
12 Novi (Detroit), MI
 
Large
 
90,956
 
Oct-1999
11 Castle Creek (Indianapolis), IN
 
Large
 
90,956
 
Aug-1999
10 Easton (Columbus), OH
 
Large
 
98,047
 
Jul-1999
9 Apple Valley(Mpls./St. Paul), MN
 
Other
 
10,375
 
Jun-1999
8 Troy (Detroit), MI
 
Large
 
93,579
 
Jan-1999
7 Plymouth (Mpls./St. Paul), MN
 
Large
 
109,558
 
Jun-1997
6 Bloomington North (Mpls./St. Paul), MN
 
Other
 
47,307
 
Nov-1996
5 Coon Rapids (Mpls./St. Paul), MN
 
Other
 
90,262
 
May-1996
4 Highland Park (Mpls./St. Paul), MN (6)
 
Other
 
39,678
 
Nov-1995
3 Roseville (Mpls./St. Paul), MN
 
Other
 
14,000
 
Sep-1995
2 Woodbury (Mpls./St. Paul), MN
 
Large
 
73,050
 
Sep-1995
1 Eagan (Mpls./St. Paul), MN
 
Large
 
64,415
 
Sep-1994
(1)
Generally, the main differences between our large format centers and those that are of the current model design are that our current model centers generally include an outdoor aquatics park, larger indoor aquatics area, larger gymnasium, up to three additional studios and enhanced LifeSpa and LifeCafe spaces. We believe that all of our large format centers serve as all-in-one sports and athletic, professional fitness, family recreation and spa destinations. The other center format includes smaller or specialty centers.

21


(2)
In a few of our centers, we sublease space to third parties. The square footage figures include those subleased areas. The square footage figures exclude areas used for tennis courts, outdoor swimming pools and outdoor play areas. These figures are approximations.
(3)
For acquired centers, date opened is the date we assumed operations of the center.
(4)
In December 2011, we acquired nine facilities from LFF in Indiana, North Carolina and Ohio.
(5)
This center is a joint venture in which we have a one-third interest.
(6)
This center is located in a 109,346 square foot office building that we own.
In addition to the centers listed in the table above, we also operate five facilities which we classify as satellite locations. These include a 15,640 square foot tennis-only facility that we own in Minnetonka, Minnesota, and four leased yoga centers in the Detroit, Michigan market.
Other Property Data:
 
As of December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
 
(Number of centers)
Center age
 
 
 
 
 
 
 
 
 
Open 1 to 12 months (non-mature)
4

 
12

 
6

 
3

 
11

Open 13 to 36 months (non-mature)
18

 
9

 
14

 
21

 
25

Open 37+ months (mature)
83

 
80

 
69

 
60

 
45

Total centers
105

 
101

 
89

 
84

 
81

Center format
 
 
 
 
 
 
 
 
 
Large format - current model
60

 
57

 
54

 
51

 
48

Large format - other
24

 
24

 
24

 
24

 
24

Other format
21

 
20

 
11

 
9

 
9

Total centers
105

 
101

 
89

 
84

 
81

Center ownership
 
 
 
 
 
 
 
 
 
Own
48

 
47

 
35

 
28

 
29

Own/ground lease
9

 
7

 
3

 
3

 
2

Own/mortgaged
17

 
17

 
20

 
23

 
20

Own/ground lease/mortgaged

 

 
3

 
3

 
3

Joint venture
1

 
1

 
1

 
1

 
1

Leased
30

 
29

 
27

 
26

 
26

Total centers
105

 
101

 
89

 
84

 
81


Item 3. Legal Proceedings.
We may be subject to litigation from time to time. 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 have established reserves for matters that are probable and estimable in amounts we believe are adequate to cover reasonable judgments not covered by insurance. 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 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, however, and the outcome of individual matters is not predictable with assurance.

Item 4. Mine Safety Disclosures.
None.

22



PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchaser of Equity Securities.
Market Information
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol LTM. The following table sets forth, for the periods indicated, the high and low sales prices as reported by the NYSE.
 
High
 
Low
Fiscal Year Ended December 31, 2011:
 
 
 
First Quarter (January 1, 2011 – March 31, 2011)
$44.25
 
$35.00
Second Quarter (April 1, 2011 – June 30, 2011)
$40.98
 
$33.15
Third Quarter (July 1, 2011 – September 30, 2011)
$44.18
 
$33.17
Fourth Quarter (October 1, 2011 – December 31, 2011)
$48.42
 
$34.78
Fiscal Year Ended December 31, 2012:
 
 
 
First Quarter (January 1, 2012 – March 31, 2012)
$52.68
 
$44.18
Second Quarter (April 1, 2012 – June 30, 2012)
$51.03
 
$40.40
Third Quarter (July 1, 2012 – September 30, 2012)
$50.00
 
$41.79
Fourth Quarter (October 1, 2012 – December 31, 2012)
$50.84
 
$42.09
Holders
As of February 26, 2013, the number of record holders of our common stock was approximately 418, including 10 record holders with our transfer agent.
Performance Graph
The following graph compares the annual change in the cumulative total shareholder return on our common stock from December 31, 2007 through December 31, 2012 with the cumulative total return on the NYSE Composite Index and Russell 2000 Index. The comparison assumes $100 was invested on December 31, 2007 in Life Time Fitness common stock and in each of the foregoing indices and assumes that dividends were reinvested when and as paid. We have not declared dividends on our common stock. You should not consider shareholder return over the indicated period to be indicative of future shareholder returns.

23


 
12/31/2007
 
12/31/2008
 
12/31/2009
 
12/31/2010
 
12/31/2011
 
12/31/2012
Life Time Fitness
$100
 
$26
 
$50
 
$83
 
$94
 
$99
NYSE Composite Index
100
 
59
 
74
 
82
 
77
 
87
Russell 2000 Index
100
 
65
 
82
 
102
 
97
 
111
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 and do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. In addition, the terms of our revolving credit facility limit 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.
Issuer Purchases of Equity Securities in Fourth Quarter 2012
In June 2006, our Board of Directors authorized the repurchase of 500,000 shares of our common stock from time to time in the open market or otherwise for the primary purpose of offsetting the dilutive effect of shares issued pursuant to our Employee Stock Purchase Plan (the "ESPP Authorization"). In August 2011, our Board of Directors authorized the repurchase of up to $60 million of our outstanding common stock from time to time through the open market or privately negotiated transactions (the "Stock Repurchase Authorization").
Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Maximum Dollar Value of Shares that May Yet be Purchased Under the Stock Repurchase Authorization (1)
 
Maximum Number of Shares that May Yet be Purchased Under the ESPP Authorization (2)
October 1 – 31, 2012
 
119,500
 
$44.59
 
$54,672,003
 
287,820
November 1 – 30, 2012
 
305,531
 
$45.07
 
$40,901,658
 
287,820
December 1 – 31, 2012
 
 
$—
 
$40,901,658
 
287,820
Total
 
425,031
 
$44.93
 
$40,901,658
 
287,820

24


(1) From June 2006 through December 31, 2012, we repurchased 212,180 shares pursuant to the ESPP Authorization. The shares repurchased to date have been purchased in the open market and, upon repurchase, became authorized, but unissued shares of our common stock. No shares were repurchased under the ESPP Authorization during the fourth quarter of 2012.
(2) The Stock Repurchase Authorization to repurchase shares terminates when the aggregate repurchase amount totals $60 million or at the close of business on August 17, 2013, whichever comes earlier. As of December 31, 2012, 425,031 shares have been repurchased under the Stock Repurchase Authorization for $19.1 million. The shares repurchased to date have been purchased in the open market and, upon repurchase, became authorized, but unissued shares of our common stock.
Equity Compensation Plan Information
Incorporated by reference hereunder is the information under “Equity Compensation Plan Information” in our Proxy Statement.

Item 6. Selected Financial Data.
You should read the selected consolidated financial data below in conjunction with our consolidated financial statements and the related notes and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The consolidated statement of operations data for the years ended December 31, 2012, 2011 and 2010 and the consolidated balance sheet data as of December 31, 2012 and 2011 are prepared from our audited consolidated financial statements that are included elsewhere in this report. The consolidated statement of operations data for the years ended December 31, 2009 and 2008 and the consolidated balance sheet data as of December 31, 2010, 2009 and 2008 are derived from our audited consolidated financial statements that have been previously filed with the SEC. Historical results are not necessarily indicative of the results of operations to be expected for future periods. See Note 2 to our consolidated financial statements for a description of the method used to compute basic and diluted net earnings per share.

25


 
For the Year Ended December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
 
(In thousands, except per share, center and membership data)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
 
Center revenue
 
 
 
 
 
 
 
 
 
Membership dues
$
727,596

 
$
663,439

 
$
603,231

 
$
564,605

 
$
508,927

Enrollment fees
15,346

 
18,447

 
24,426

 
26,138

 
26,570

In-center revenue (1)
348,265

 
308,474

 
266,426

 
232,834

 
218,198

Total center revenue
1,091,207

 
990,360

 
894,083

 
823,577

 
753,695

Other revenue
35,740

 
23,314

 
18,761

 
13,424

 
15,926

Total revenue
1,126,947

 
1,013,674

 
912,844

 
837,001

 
769,621

Operating expenses
 
 
 
 
 
 
 
 
 
Center operations
655,887

 
614,949

 
561,070

 
506,443

 
454,645

Advertising and marketing
39,931

 
36,318

 
27,098

 
26,299

 
31,500

General and administrative
55,715

 
54,736

 
48,060

 
42,776

 
43,749

Other operating
52,170

 
35,562

 
23,544

 
21,852

 
19,426

Depreciation and amortization
115,016

 
98,843

 
92,313

 
90,770

 
72,947

Total operating expenses (2)
918,719

 
840,408

 
752,085

 
688,140

 
622,267

Income from operations
208,228

 
173,266

 
160,759

 
148,861

 
147,354

Interest expense, net
(25,475
)
 
(20,138
)
 
(27,795
)
 
(30,338
)
 
(29,552
)
Equity in earnings of affiliate (3)
1,482

 
1,299

 
1,176

 
1,302

 
1,243

Income before income taxes
184,235

 
154,427

 
134,140

 
119,825

 
119,045

Provision for income taxes
72,697

 
61,810

 
53,448

 
47,441

 
47,224

Net income
$
111,538

 
$
92,617

 
$
80,692

 
$
72,384

 
$
71,821

Basic earnings per common share
$
2.70

 
$
2.29

 
$
2.03

 
$
1.84

 
$
1.84

Weighted average number of common shares outstanding — basic
41,345

 
40,358

 
39,809

 
39,297

 
39,002

Diluted earnings per common share
$
2.66

 
$
2.26

 
$
2.00

 
$
1.82

 
$
1.83

Weighted average number of common shares outstanding — diluted (4)
41,972

 
40,930

 
40,385

 
39,870

 
39,342

Balance Sheet Data (end of period):
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
16,499

 
$
7,487

 
$
12,227

 
$
6,282

 
$
10,829

Working capital
(67,723
)
 
(55,413
)
 
(56,513
)
 
(67,396
)
 
(107,112
)
Total assets
2,072,174

 
1,915,828

 
1,718,480

 
1,631,525

 
1,647,703

Long-term debt, net of current portion
691,867

 
679,449

 
605,279

 
643,630

 
702,569

Total debt
704,470

 
686,298

 
612,544

 
660,346

 
712,904

Total shareholders’ equity
1,072,917

 
957,473

 
840,578

 
737,431

 
652,901

Cash Flow Data:
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
255,745

 
$
227,943

 
$
192,265

 
$
186,203

 
$
183,066

Net cash used in investing activities
(251,403
)
 
(232,949
)
 
(149,034
)
 
(143,285
)
 
(305,995
)
Net cash provided by (used in) financing activities
5,818

 
266

 
(37,286
)
 
(47,465
)
 
128,404


26


 
For the Year Ended December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
 
(In thousands, except per share, center and membership data)
Other Data:
 
 
 
 
 
 
 
 
 
Same center revenue – 13 month (5)
4.3
%
 
5.1
%
 
5.0
%
 
(3.1
%)
 
2.8
%
Same center revenue – 37 month (5)
3.7
%
 
4.3
%
 
2.3
%
 
(7.5
%)
 
(2.8
%)
Average revenue per membership (6)
$
1,587

 
$
1,543

 
$
1,475

 
$
1,414

 
$
1,427

Average in-center revenue per membership (7)
$
507

 
$
481

 
$
440

 
$
400

 
$
414

Annual attrition rate (8)
38.2
%
 
35.0
%
 
36.3
%
 
40.6
%
 
42.3
%
EBITDA (9)
$
324,726

 
$
273,408

 
$
254,248

 
$
240,933

 
$
221,544

EBITDAR (9)
$
363,377

 
$
316,218

 
$
296,729

 
$
281,174

 
$
248,919

Capital expenditures (10)
$
224,194

 
$
165,335

 
$
131,671

 
$
146,632

 
$
463,337

Free cash flows (11)
$
31,551

 
$
62,608

 
$
60,594

 
$
39,571

 
$
(280,271
)
Operating Data (end of period) (12):
 
 
 
 
 
 
 
 
 
Centers open
105

 
101

 
89

 
84

 
81

Access memberships
682,621

 
676,054

 
612,556

 
578,937

 
567,110

Center square footage (13)
9,901,108

 
9,500,442

 
8,810,507

 
8,459,540

 
8,109,359

Employees
21,700

 
20,000

 
19,000

 
17,400

 
16,700

Margins:
 
 
 
 
 
 
 
 
 
Center operations
41.8
%
 
39.3
%
 
38.5
%
 
39.5
%
 
40.9
%
EBITDA (14)
28.8
%
 
27.0
%
 
27.9
%
 
28.8
%
 
28.8
%
EBITDAR (15)
32.2
%
 
31.2
%
 
32.5
%
 
33.6
%
 
32.3
%
Operating income
18.5
%
 
17.1
%
 
17.6
%
 
17.8
%
 
19.1
%
Net Income
9.8
%
 
9.1
%
 
8.8
%
 
8.6
%
 
9.3
%
Stock Information:
 
 
 
 
 
 
 
 
 
Total common shares outstanding
43,149

 
42,428

 
41,925

 
41,410

 
39,613

Market price per share – high
$
52.68

 
$
48.42

 
$
42.99

 
$
32.05

 
$
50.28

Market price per share – close
$
49.21

 
$
46.75

 
$
40.99

 
$
24.93

 
$
12.95

Market price per share – low
$
40.40

 
$
33.15

 
$
22.05

 
$
7.07

 
$
8.03

Price/earnings ratio at year-end – diluted
18.5

 
20.7

 
20.5

 
13.6

 
7.1

Market capitalization (16)
$
2,123,362

 
$
1,983,509

 
$1,718,505
 
$
1,032,351

 
$
512,988


(1)
In-center revenue includes revenue generated at our centers from fees for personal training, dietitians, group fitness training and other member activities, sales of products offered at our LifeCafe, sales of products and services offered at our LifeSpa, tennis and renting space in certain of our centers.
(2)
Total operating expenses in 2008 includes expenses totaling $5.0 million associated with plans to slow the development of new centers. These expenses include severance costs, lower-of-cost-or-market adjustments in connection with assets held for sale and write-offs associated with land development canceled in the fourth quarter of 2008.
Total operating expenses in 2010 includes $5.6 million associated with performance-based restricted stock compensation expense. In June 2009, we granted performance-based restricted stock to our senior management team. In fourth quarter 2010, we determined that achieving the 2011 diluted earnings per share performance criteria required for vesting of 50% of the stock (representing 453,500 shares of restricted stock) was probable. As a result, we recognized a cumulative, non-cash performance share-based compensation expense of $5.6 million (pretax) in the quarter. Of this amount, approximately $1.2 million is reflected in center operations expense and approximately $4.4 million is reflected in general and administrative expense.

27


Total operating expenses in 2011 include $10.6 million associated with non-cash performance-based restricted stock compensation expense. In fourth quarter 2011, we determined that achieving the 2012 diluted earnings per share performance criteria required for vesting of the final 50% of the stock (representing 448,000 shares of restricted stock) was probable. As a result, we recognized a cumulative, non-cash performance share-based compensation expense of $6.8 million (pretax) in the quarter, in addition to the $3.8 million (pretax) of share-based compensation expense we recognized in 2011 on the initial 50% of the grant. Of the $10.6 million amount, approximately $2.5 million is reflected in center operations expense and approximately $8.1 million is reflected in general and administrative expense.
Total operating expenses in 2012 includes $2.6 million associated with performance-based restricted stock compensation expense. Of the $2.6 million, approximately $0.5 million is reflected in center operations expense and approximately $2.1 million is reflected in general and administrative expense.
(3)
In 1999, we formed Bloomingdale LIFE TIME Fitness, L.L.C. (“Bloomingdale LLC”) with two unrelated organizations for the purpose of constructing, owning and operating a center in Bloomingdale, Illinois. Each member made an initial capital contribution of $2.0 million and owns a one-third interest in Bloomingdale LLC. The center commenced operations in February 2001. The terms of the relationship among the members are governed by an operating agreement. Bloomingdale LLC is accounted for using the equity method.
(4)
The diluted weighted average number of common shares outstanding is the weighted average number of common shares plus the assumed weighted average exercise of dilutive stock options using the treasury stock method and unvested restricted stock awards using the treasury stock method. The shares issuable upon the exercise of stock options and the vesting of all restricted stock awards were dilutive.
The following table summarizes the weighted average number of common shares for basic and diluted earnings per share computations:
 
December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
 
(In thousands)
Weighted average number of common shares outstanding – basic
41,345

 
40,358

 
39,809

 
39,297

 
39,002

Effect of dilutive stock options
116

 
132

 
156

 
69

 
164

Effect of dilutive restricted stock awards
511

 
440

 
420

 
504

 
176

Weighted average number of common shares outstanding – diluted
41,972

 
40,930

 
40,385

 
39,870

 
39,342

(5)
Membership dues, enrollment fees and in-center revenue for a center are included in same center revenue growth – 13 month beginning on the first day of the thirteenth full calendar month of the center’s operation and are included in same center revenue growth – 37 month beginning on the first day of the thirty-seventh full calendar month of the center’s operation.
(6)
Average revenue per membership is total center revenue for the period divided by an average number of Access memberships for the period, where the average number of Access memberships for the period is derived from dividing the sum of the total Access memberships outstanding at the end of each month during the period by the total number of months in the period.
(7)
Average in-center revenue per Access membership is total in-center revenue for the period divided by the average number of Access memberships for the period, where the average number of Access memberships for the period is derived from dividing the sum of the total Access memberships outstanding at the end of each month during the period by the total number of months in the period.
(8)
Annual attrition rate (or trailing 12 month attrition rate) is calculated as follows: total membership terminations for the trailing 12 months divided into the average beginning month Access membership balance for the trailing 12 months. The annual attrition rate for the years ended December 31, 2010 and 2011 includes a small positive impact due to a change in calculation methodology adopted April 1, 2010 in which we exclude potential memberships who elect to cancel during their 14-day trial as members.

28


(9)
EBITDA is a non-GAAP, non-cash measure which consists of net income plus interest expense, net, provision for income taxes and depreciation and amortization. EBITDAR adds rent expense to EBITDA. These terms, as we define them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with GAAP. We use EBITDA and EBITDAR as measures of operating performance. EBITDA or EBITDAR should not be considered as a substitute for net income, cash flows provided by operating activities or other income or cash flow data prepared in accordance with GAAP. The funds depicted by EBITDA and EBITDAR are not necessarily available for discretionary use if they are reserved for particular capital purposes, to maintain debt covenants, to service debt or to pay taxes. Additional details related to EBITDA and EBITDAR are provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”
The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and EBITDAR:
 
For the Year Ended December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
 
(In thousands)
Net income
$
111,538

 
$
92,617

 
$
80,692

 
$
72,384

 
$
71,821

Interest expense, net
25,475

 
20,138

 
27,795

 
30,338

 
29,552

Provision for income taxes
72,697

 
61,810

 
53,448

 
47,441

 
47,224

Depreciation and amortization
115,016

 
98,843

 
92,313

 
90,770

 
72,947

EBITDA
$
324,726

 
$
273,408

 
$
254,248

 
$
240,933

 
$
221,544

Rent expense
38,651

 
42,810

 
42,481

 
40,241

 
27,375

EBITDAR
$
363,377

 
$
316,218

 
$
296,729

 
$
281,174

 
$
248,919

(10)
Capital expenditures represent investments in our new centers, costs related to updating and maintaining our existing centers and other infrastructure investments. For purposes of deriving capital expenditures from our cash flows statement, capital expenditures include our purchases of property and equipment, excluding purchases of property and equipment in accounts payable at year-end, property and equipment purchases financed through notes payable and capital lease obligations, and non-cash share-based compensation capitalized to projects under development.
(11)
Free cash flow is a non-GAAP measure consisting of net cash provided by operating activities, less purchases of property and equipment, excluding acquisitions. This term, as we define it, may not be comparable to a similarly titled measure used by other companies and does not represent the total increase or decrease in the cash balance presented in accordance with GAAP. We use free cash flow to monitor cash available for repayment of indebtedness and in discussions with the investment community. The funds depicted by free cash flow are not necessarily available for discretionary use if they are reserved for particular capital purposes, to maintain debt covenants, to service debt or to pay taxes. Free cash flow should not be considered as a substitute for net cash provided by operating activities prepared in accordance with GAAP. Additional details related to free cash flow are provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”
The following table provides a reconciliation of net cash provided by operating activities to free cash flow:
 
For the Year Ended December 31,
 
2012
 
2011
 
2010
 
2009
 
2008
 
(In thousands)
Net cash provided by operating activities
$
255,745

 
$
227,943

 
$
192,265

 
$
186,203

 
$
183,066

Less: Purchases of property and equipment
224,194

 
165,335

 
131,671

 
146,632

 
463,337

Free cash flow
$
31,551

 
$
62,608

 
$
60,594

 
$
39,571

 
$
(280,271
)

29


(12)
The operating data presented in these items include the center owned by Bloomingdale LLC. The data presented elsewhere in this section exclude the center owned by Bloomingdale LLC.
(13)
The square footage presented in this table reflects fitness square footage which we believe is the best metric for the efficiencies of a facility. We exclude outdoor swimming pools, outdoor play areas, tennis courts and satellite facility square footage. These figures are approximations.
(14)
EBITDA margin is the ratio of EBITDA to total revenue.
(15)
EBITDAR margin is the ratio of EBITDAR to total revenue.
(16)
Market capitalization is calculated by multiplying the year-end total common shares outstanding by the year-end stock price.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We operate distinctive and large, multi-use sports and athletic, professional fitness, family recreation and spa centers in a resort-like environment. As of February 28, 2013, we operated 105 centers primarily in residential locations across 22 states and one Canadian province under the LIFE TIME FITNESS® and LIFE TIME ATHLETICSM brands.
We compare the results of our centers based on how long the centers have been open at the most recent measurement period. We include a center for same center revenue purposes beginning on the first day of the thirteenth full calendar month of the center’s operation, prior to which time we refer to the center as a new center. We include an acquired center for same center revenue purposes beginning on the first day of the thirteenth full calendar month after we assumed the center’s operations.
As we grow our presence in existing markets by opening new centers, we expect to attract some memberships away from our other existing centers in those markets, reducing revenue and initially lowering the memberships of those existing centers. In addition, as a result of new center openings in existing markets, and because older centers will represent an increasing proportion of our center base over time, our same center revenue may be lower in future periods than in the past. Of the three new large format centers we plan to open in 2013, two will be in existing markets. We do not expect that operating costs of our planned new centers will be significantly higher than centers opened in the past, and we also do not expect that the planned increase in the number of centers will have a material adverse effect on the overall financial condition or results of operations of existing centers.
During 2011 and 2012, our center operating margins improved, primarily due to price and membership mix, which have more than offset the growth of our in-center businesses which are lower-margin. In late 2011, we acquired six previously leased centers, which we expect will result in lower occupancy costs and improved center operating margins. This margin improvement is expected to more than offset lower margins we expect from our acquisition of the nine LFF centers, which have higher occupancy costs as a result of lease expense.
Our categories of new centers and existing centers do not include the center owned by Bloomingdale, LLC because it is accounted for as an investment in an unconsolidated affiliate and is not consolidated in our financial statements.
We measure performance using such key operating statistics as member satisfaction ratings, return on investment, average revenue per membership, including membership dues and enrollment fees, average in-center revenue per membership and center operating expenses, with an emphasis on payroll and occupancy costs, as a percentage of sales and same center revenue growth. We use center revenue and EBITDA margins to evaluate overall performance and profitability on an individual center basis. In addition, we focus on several membership statistics on a center-level and system-wide basis. These metrics include change in center membership levels and growth of system-wide memberships; percentage center membership to target capacity; center membership usage; center membership mix among individual, couple and family memberships; non-access memberships and center attrition rates. During the years ended December 31, 2010, 2011 and 2012, our annual attrition rate fluctuated between 35.0% and 38.2%, resulting in the estimated average membership life remaining at 33 months during those periods. At December 31, 2012, our annual attrition rate was 38.2%, and the increase was primarily the result of the higher attrition rates associated with the LFF clubs acquired in late 2011.

30


We have three primary sources of revenue:
First, our largest source of revenue is membership dues (64.6% of total revenue for the year ended December 31, 2012, down from 65.5% for the year ended December 31, 2011) and enrollment fees (1.4% of total revenue for the year ended December 31, 2012, down from 1.8% for the year ended December 31, 2011) paid by our members. We recognize revenue from monthly membership dues in the month to which they pertain.
Second, we generate revenue within a center, which we refer to as in-center revenue or in-center businesses (30.8% of total revenue for the year ended December 31, 2012, up from 30.4% for the year ended December 31, 2011), including fees for personal training, registered dietitians, group fitness training and other member activities, sales of products at our LifeCafe, sales of products and services offered at our LifeSpa, tennis programs and renting space in certain of our centers.
Third, we have expanded the LIFE TIME FITNESS® brand into other wellness-related offerings that generate revenue, which we refer to as other revenue or ancillary businesses (3.2% of total revenue for the year ended December 31, 2012, up from 2.3% for the year ended December 31, 2011), media, athletic events and related services, health promotion programs and training and certification programs. Our primary media offering is our magazine, Experience Life®. Other revenue also includes revenue from our race registration and timing businesses and rental income from our Highland Park, Minnesota office building.
Center operations expenses consist primarily of salary, commissions, payroll taxes, benefits, real estate taxes and other occupancy costs, utilities, repairs and maintenance, supplies, administrative support and communications to operate our centers. Advertising and marketing expenses consist of our marketing department costs and media and advertising costs to support and grow center membership levels, in-center businesses, new center openings and our ancillary businesses. General and administrative expenses include costs relating to our centralized support functions, such as accounting, information systems, procurement, real estate and development and member relations. Our other operating expenses include the costs associated with our media, athletic events and nutritional product businesses and other corporate expenses, as well as gains or losses on our dispositions of assets. Our total operating expenses may vary from period to period depending on the number of new centers opened during that period, the number of centers engaged in presale activities and the performance of our in-center businesses.
Our primary capital expenditures relate to the construction of new centers and updating and maintaining our existing centers. The land acquisition, construction and equipment costs for a current model center can vary considerably based on variability in land cost, the cost of construction labor and the size or amenities of the center, including the addition of tennis facilities, an expanded gymnasium or other facilities. We perform maintenance and make improvements on our centers and equipment throughout each year. We conduct a more thorough remodeling project at each center approximately every four to six years.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., or GAAP, requires us 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 operating results. We have identified below the following accounting policies that we consider to be critical.
Revenue recognition. We receive a one-time enrollment fee at the time a member joins and monthly membership dues for usage from our members. The enrollment fees are non-refundable 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. We review the

31


estimated average membership life on a quarterly basis, or more frequently if circumstances change. Changes in member behavior, competition, economic conditions and our performance may cause attrition levels to change, which could impact the estimated average membership life. During the years ended December 31, 2010, 2011 and 2012, our annual attrition rate fluctuated between 35.0% and 38.2%, resulting in the estimated average membership life remaining at 33 months during those periods. If the estimated average membership life had been 36 months or 30 months for the entire year ended December 31, 2012, the impact of this change in accounting estimate on our income from continuing operations and net income would have been less than $0.1 million, and the change in accounting estimate would have had no impact on our basic and diluted earnings per common share. 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 average membership life. The amount of direct expenses in excess of enrollment fees totaled $20.7 million, $14.9 million and $14.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. Monthly membership dues paid in advance of a center opening are deferred until the center opens. We only offer members month-to-month memberships and recognize as revenue the monthly membership dues in the month to which they pertain.
We provide services at each of our centers, including personal training, spa, café and other member services. 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 when services are performed based on historical member usage.
Other revenue includes revenue from our media, health, athletic events and race registration and timing businesses. Media advertising revenue is recognized over the duration of the advertising placement. Health revenue is recognized primarily at the time the service is performed. 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 the customer.
Share-based compensation. We maintain share-based incentive plans, which include nonvested share awards, stock options and an employee stock purchase plan ("ESPP"). See Note 7, Share-Based Compensation to the Notes to Consolidated Financial Statements for a complete discussion of our share-based compensation plans.
We determine the fair value of our nonvested share awards at the date of grant using the closing market price of our stock. Performance-based restricted share awards require management to make assumptions regarding the likelihood of achieving performance goals.
In June 2009 and August 2010, the Compensation Committee approved the grant of 996,000 and 20,000 shares, respectively, of long-term performance-based restricted stock to serve as an incentive to our senior management team to achieve certain diluted earnings per share (“EPS”) targets in 2011 and 2012. As of December 31, 2012, 448,000 of these shares were still outstanding. 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. As of December 31, 2011 we determined that the second 50% vesting was probable. As such, we recognized the remaining portion of non-cash performance share-based compensation expense of approximately $2.6 million (pretax) ratably in 2012. A total of $18.8 million (pretax) was recognized as compensation expense with respect to this grant.
In May and August 2012, the Compensation Committee approved the grant of 598,000 and 20,000 shares, respectively, 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. The ROIC target is measured in the last year of the applicable performance period. 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, then 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 $28.5 million could be recognized as compensation expense with respect to this grant if all cumulative diluted EPS and ROIC targets are met.

32


We currently 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, 2012. If all of the targets had been considered probable at December 31, 2012, we would have recognized $4.6 million of non-cash performance share-based compensation expense during the year ended December 31, 2012. 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 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.
A 10% change in our share-based compensation expense for the year ended December 31, 2012 would have affected net income by approximately $0.9 million in fiscal 2012.
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. Judgments regarding existence of impairment indicators are based on factors such as operational performance (including revenue and expense growth rates), market conditions, and expected holding period of each asset. We evaluate assets for impairment at the lowest levels for which there are identifiable cash flows, which is generally at an individual center level. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to that center, compared to the carrying value of these assets. If 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. Worsening operational performance, market conditions or change in expected holding periods of each asset may cause us to re-evaluate the assumptions used in management's analysis. If the estimate of our undiscounted future cash flows at our center level had decreased by 5%, the impact of this change in accounting estimate would not have resulted in impairment, and the change in accounting estimate would have had no impact on our net income or basic and diluted earnings per common share. Based upon our review and analysis, no impairments on long-lived assets were deemed to have occurred during 2012, 2011 or 2010.


33


Results of Operations
The following table sets forth our consolidated statements of operations data as a percentage of total revenue for the periods indicated:
 
For the Year Ended December 31,
 
2012
 
2011
 
2010
REVENUE:
 
 
 
 
 
Membership dues    
64.6
 %
 
65.5
 %
 
66.1
 %
Enrollment fees    
1.4

 
1.8

 
2.7

In-center revenue    
30.8

 
30.4

 
29.1

Total center revenue    
96.8

 
97.7

 
97.9

Other revenue    
3.2

 
2.3

 
2.1

Total revenue    
100.0

 
100.0

 
100.0

OPERATING EXPENSES:
 
 
 
 
 
Center operations    
58.2

 
60.7

 
61.5

Advertising and marketing    
3.5

 
3.5

 
3.0

General and administrative    
5.0

 
5.4

 
5.2

Other operating    
4.6

 
3.5

 
2.6

Depreciation and amortization    
10.2

 
9.8

 
10.1

Total operating expenses    
81.5

 
82.9

 
82.4

Income from operations    
18.5

 
17.1

 
17.6

OTHER INCOME (EXPENSE):
 
 
 
 
 
Interest expense, net    
(2.3
)
 
(2.0
)
 
(3.0
)
Equity in earnings of affiliate    
0.1

 
0.1

 
0.1

Total other income (expense)    
(2.2
)
 
(1.9
)
 
(2.9
)
INCOME BEFORE INCOME TAXES    
16.3

 
15.2

 
14.7

PROVISION FOR INCOME TAXES    
6.5

 
6.1

 
5.9

NET INCOME    
9.8
 %
 
9.1
 %
 
8.8
 %

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011
Total revenue. Total revenue increased $113.2 million, or 11.2%, to $1,126.9 million for the year ended December 31, 2012 from $1,013.7 million for the year ended December 31, 2011.
Total center revenue grew $100.8 million, or 10.2%, to $1,091.2 million for the year ended December 31, 2012, from $990.4 million for the year ended December 31, 2011. Of the $100.8 million increase in total center revenue,
63.6% was from membership dues, which increased $64.2 million, or 9.7%, due to higher average dues and increased memberships, primarily at new and ramping centers. Our number of Access memberships increased 1.0% to 682,621 at December 31, 2012 from 676,054 at December 31, 2011.
39.5% was from in-center revenue, which increased $39.8 million primarily as a result of increased personal training revenue, which increased $22.0 million, or 15.0%, and increased sales of our LifeSpa and LifeCafe products and services, which increased $10.5 million, or 9.1%. Average in-center revenue per membership increased from $481 for the year ended December 31, 2011 to $507 for the year ended December 31, 2012.
(3.1)% was from enrollment fees, which are deferred until a center opens and recognized on a straight-line basis over our estimated average membership life. Since the fourth quarter of 2010, the estimated average membership life has been 33 months. For the first three quarters of 2010, the estimated average membership life was 30 months. Enrollment fees decreased $3.1 million for the year ended December 31,

34


2012 to $15.3 million. The revenue recognized from enrollment fees was lower in 2012 as compared to 2011 primarily due to lower total enrollment fees over the deferral period.
Other revenue increased $12.4 million, or 53.3%, to $35.7 million for the year ended December 31, 2012, which was primarily due to revenue associated with the acquisition of race registration and timing businesses and other athletic events.
Center operations expenses. Center operations expenses totaled $655.9 million, or 60.1% of total center revenue (or 58.2% of total revenue), for the year ended December 31, 2012, compared to $614.9 million, or 62.1% of total center revenue (or 60.7% of total revenue), for the year ended December 31, 2011. This $41.0 million increase primarily consisted of an increase of $26.7 million in additional payroll-related costs to support increased memberships and in-center revenue growth at our centers. Center operations expenses decreased as a percent of total revenue due primarily to leverage provided by dues growth.
Advertising and marketing expenses. Advertising and marketing expenses were $39.9 million, or 3.5% of total revenue, for the year ended December 31, 2012, compared to $36.3 million, or 3.5% of total revenue, for the year ended December 31, 2011. These expenses increased primarily due to increased marketing activity to drive memberships and in-center businesses.
General and administrative expenses. General and administrative expenses were $55.7 million, or 5.0% of total revenue, for the year ended December 31, 2012, compared to $54.7 million, or 5.4% of total revenue, for the year ended December 31, 2011. This increase of $1.0 million is primarily related to corporate initiatives to support our continued growth. For the year ended December 31, 2012, share-based compensation expense related to the special 2009 performance restricted stock grant totaled $2.6 million, of which $2.1 million was reported in general and administrative expenses. For the year ended December 31, 2011, share-based compensation expense related to the special 2009 performance restricted stock grant totaled $10.6 million, of which $8.1 million was reported in general and administrative expenses.
Other operating expenses. Other operating expenses were $52.2 million for the year ended December 31, 2012, compared to $35.6 million for the year ended December 31, 2011. This increase is primarily due to the growth in infrastructure and operating costs to support the $12.4 million increase in other revenue. This includes costs of $8.5 million associated with the acquisition of race registration and timing businesses which was acquired in the second quarter and $2.4 million associated with launch of Commitment Day in the fourth quarter.
Depreciation and amortization. Depreciation and amortization was $115.0 million for the year ended December 31, 2012, compared to $98.8 million for the year ended December 31, 2011. This increase was primarily due to the depreciation on the six formerly leased facilities which we acquired in December 2011 and the three new facilities opened during 2012.
Interest expense, net. Interest expense, net of interest income, was $25.5 million for the year ended December 31, 2012, compared to $20.1 million for the year ended December 31, 2011. This $5.4 million increase was primarily the result of an increase in debt levels during 2012. The increase in debt levels in 2012 was to help fund future center expansion, other growth initiatives and for the December 2011 purchase of six formerly leased centers.
Provision for income taxes. The provision for income taxes was $72.7 million for the year ended December 31, 2012, compared to $61.8 million for the year ended December 31, 2011. This $10.9 million increase was due to an increase in income before income taxes of $29.8 million partially offset by a lower effective income tax rate in 2012. The effective income tax rate for the year ended December 31, 2012 was 39.5% compared to 40.0% for the year ended December 31, 2011.
Net income. As a result of the factors described above, net income was $111.5 million, or 9.8% of total revenue, for the year ended December 31, 2012, compared to $92.6 million, or 9.1% of total revenue, for the year ended December 31, 2011.

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Year Ended December 31, 2011 Compared to Year Ended December 31, 2010
Total revenue. Total revenue increased $100.9 million, or 11.0%, to $1,013.7 million for the year ended December 31, 2011 from $912.8 million for the year ended December 31, 2010.
Total center revenue grew $96.3 million, or 10.8%, to $990.4 million for the year ended December 31, 2011, from $894.1 million for the year ended December 31, 2010. Of the $96.3 million increase in total center revenue,
62.5% was from membership dues, which increased $60.2 million, or 10.0%, due to increased memberships, primarily at new and ramping centers, and higher average dues. Our number of Access memberships increased 10.4% to 676,054 at December 31, 2011 from 612,556 at December 31, 2010.
43.7% was from in-center revenue, which increased $42.0 million primarily as a result of increased sales of our LifeSpa and LifeCafe products and services and personal training. Average in-center revenue per membership increased from $440 for the year ended December 31, 2010 to $481 for the year ended December 31, 2011.
(6.2)% was from enrollment fees, which are deferred until a center opens and recognized on a straight-line basis over our estimated average membership life. In the fourth quarter of 2010 and all of 2011, the estimated average membership life was 33 months. For the first three quarters of 2010, the estimated average membership life was 30 months. Enrollment fees decreased $6.0 million for the year ended December 31, 2011 to $18.4 million. The revenue recognized from enrollment fees was lower in 2011 as compared to 2010 primarily due to lower total enrollment fees over the deferral period.
Other revenue increased $4.6 million, or 24.3%, to $23.3 million for the year ended December 31, 2011, which was primarily due to growth in media and athletic event revenue, which increased $1.6 million and $2.2 million, respectively.
Center operations expenses. Center operations expenses totaled $614.9 million, or 62.1% of total center revenue (or 60.7% of total revenue), for the year ended December 31, 2011, compared to $561.1 million, or 62.8% of total center revenue (or 61.5% of total revenue), for the year ended December 31, 2010. This $53.8 million increase primarily consisted of an increase of $34.6 million in additional payroll-related costs to support increased memberships and in-center revenue growth at our centers. Center operations expenses decreased as a percent of total revenue due primarily to leverage provided by dues growth.
Advertising and marketing expenses. Advertising and marketing expenses were $36.3 million, or 3.5% of total revenue, for the year ended December 31, 2011, compared to $27.1 million, or 3.0% of total revenue, for the year ended December 31, 2010. These expenses increased primarily due to increased marketing activity to drive memberships and in-center businesses.
General and administrative expenses. General and administrative expenses were $54.7 million, or 5.4% of total revenue, for the year ended December 31, 2011, compared to $48.1 million, or 5.2% of total revenue, for the year ended December 31, 2010. This increase of $6.7 million is primarily related to share-based compensation for the special 2009 performance restricted stock grant, in addition to corporate initiatives to support our continued growth. For the year ended December 31, 2011, share-based compensation expense related to the special 2009 performance restricted stock grant totaled $10.6 million, of which $8.1 million was reported in general and administrative expenses.
Other operating expenses. Other operating expenses were $35.6 million for the year ended December 31, 2011, compared to $23.5 million for the year ended December 31, 2010. This increase is primarily due to the growth in our athletic events and our myHealthCheck service offering and the associated infrastructure costs.
Depreciation and amortization. Depreciation and amortization was $98.8 million for the year ended December 31, 2011, compared to $92.3 million for the year ended December 31, 2010.
Interest expense, net. Interest expense, net of interest income, was $20.1 million for the year ended December 31, 2011, compared to $27.8 million for the year ended December 31, 2010. This $7.7 million decrease was primarily the result of lower average interest rates on outstanding debt.

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Provision for income taxes. The provision for income taxes was $61.8 million for the year ended December 31, 2011, compared to $53.4 million for the year ended December 31, 2010. This $8.4 million increase was due to an increase in income before income taxes of $20.3 million and a higher effective income tax rate in 2011. The effective income tax rate for the year ended December 31, 2011 was 40.0%, compared to 39.8% for the year ended December 31, 2010.
Net income. As a result of the factors described above, net income was $92.6 million, or 9.1% of total revenue, for the year ended December 31, 2011, compared to $80.7 million, or 8.8% of total revenue, for the year ended December 31, 2010.
Interest in an Unconsolidated Affiliated Entity
In 1999, we formed Bloomingdale LIFE TIME FITNESS, L.L.C. ("Bloomingdale LLC") with two unrelated organizations for the purpose of constructing, owning and operating a center in Bloomingdale, Illinois, which opened in February 2001. The terms of the relationship among the members are governed by an operating agreement, which expires on the earlier of December 2039 or the liquidation of Bloomingdale LLC. In December 1999, Bloomingdale LLC entered into a management agreement with us, pursuant to which we agreed to manage the day-to-day operations of the center, subject to the overall supervision by the Management Committee of Bloomingdale LLC, which is comprised of six members, two from each of the three members of the joint venture. We have no unilateral control of the center, as all decisions essential to the accomplishments of the purpose of the joint venture require the approval of a majority of the members. Bloomingdale LLC is accounted for as an investment in an unconsolidated affiliate and is not consolidated in our financial statements. Additional details related to our interest in Bloomingdale LLC are provided in Note 3 to our consolidated financial statements.
Non-GAAP Financial Measures
We use EBITDA and EBITDAR as measures of operating performance and free cash flow as a measure of operating performance and liquidity.
EBITDA and EBITDAR should not be considered substitutes for net income, cash flows provided by operating activities, or other income or cash flow data prepared in accordance with GAAP. The funds depicted by EBITDA and EBITDAR are not necessarily available for discretionary use if they are reserved for particular capital purposes, to maintain compliance with debt covenants, to service debt or to pay taxes.
We believe EBITDA and EBITDAR are useful to an investor in evaluating our operating performance because:
both are widely accepted financial indicators of a company’s ability to service its debt and we are required to comply with certain covenants and borrowing limitations that are based on variations of EBITDA and EBITDAR in certain of our financing documents; and
both are widely used to measure a company’s operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, and to present a meaningful measure of corporate performance exclusive of our capital structure and the method by which assets were acquired.
Our management uses EBITDA and/or EBITDAR: