Lifetime Fitness 2009 Annual Report Download

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2009 ANNUAL REPORT

Table of contents

  • Page 1
    2009 ANNUAL REPORT

  • Page 2
    ...I G H T S We operate distinctive and large, multiuse sports, fitness, family recreation and spa centers in a resort-like environment - 24 hours a day, seven days a week. We aim to connect and engage our members to the best-in-class programs, services and products that help them to successfully lead...

  • Page 3
    ... is to reestablish ourselves as a healthy-way-of-life growth company. We plan to grow square footage, memberships, in-center programs and our corporate businesses. As a result, we expect to grow top-line revenue and earnings per share, while continuing to strengthen our balance sheet. &KDQKDVVHQ...

  • Page 4
    ... these plans has put Life Time Fitness in an excellent place structurally and financially to achieve our growth strategy. In closing, on behalf of our entire executive team, I want to thank our members, who collectively total more than one million people, for choosing to make Life Time Fitness their...

  • Page 5
    ... business day of the registrant's most recently completed second fiscal quarter, was $760,798,629, 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 15, 2010 was 41,410,478 common shares...

  • Page 6
    ... in Part III. FORWARD-LOOKING STATEMENTS The information presented in this Annual Report on Form 10-K under the headings "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contains forward-looking statements within the meaning of...

  • Page 7
    ..., and Director Independence Principal Accountant Fees and Services Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative...

  • Page 8
    ...-use sports and athletic, professional fitness, family recreation and spa centers in a resort-like environment under the LIFE TIME FITNESS® and LIFE TIME ATHLETICSM brands. We design, build and operate our centers and we focus on providing our members and customers with products and services at...

  • Page 9
    ...include multiple group fitness studios with free classes, a team of certified personal trainers and programming, educational seminars and fitness assessments, a wide selection of adult and youth programs and activities, athletic events, cycle theaters, rock climbing walls, multiple basketball courts...

  • Page 10
    ... open centers at December 31, 2009, 60 had reached maturity, which we define as the 37th month of operations. Our goal is for a mature center to operate with at least 90% of targeted membership capacity by the end of its third year of operations. Due to recent economic conditions, our mature centers...

  • Page 11
    ..., total U.S. health club industry revenues increased 29% from $14.8 billion to $19.1 billion. Our Philosophy - A "Healthy Way of Life" Company We help our members achieve a healthy and active way of life by delivering high-quality, high-value programs, products and services in the areas of exercise...

  • Page 12
    ...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 not of the current model design are...

  • Page 13
    ... Endurance Coaching Member Advantage Corporate Wellness Products and Services myLT.com Activities and Events Aquatics Athletic Leagues Birthday Parties Eastern/Martial Arts Kids' Club Pilates Group Fitness Classes Scuba Lessons Studio Cycling Sports Training Camps Summer Camps Swimming Lessons Yoga...

  • Page 14
    ... or specific event training. Small Group sessions - designed for a group of 2 to 4 members who meet directly with a single personal trainer designed to help members achieve their goals with others. T.E.A.M. Training Education Accountability Motivation® programs - We have developed a number of large...

  • Page 15
    ... in the center. All memberships, regardless of plan level, typically include the following: 24-hour access, locker and towel service, complimentary group fitness classes (such as core, cycle and yoga), and various educational programs. Members may also take advantage of equipment orientations and...

  • Page 16
    ... age group with monthly membership dues that are $10 to $20 less than the standard rate. This membership type is intended to increase the number of members we serve in this demographic in selected locations. Express Membership: From time to time, we offer a limited service, center-only membership...

  • Page 17
    ... costs are recognized as an expense in the period incurred. Because FCA Construction performs services solely for us, we do not recognize any revenue or profit related to FCA Construction's operations. In October 2008, we announced the decision to reduce the number of planned new center openings...

  • Page 18
    ...of athletic events and line of nutritional products. Centers. As of February 26, 2010, we operated 86 centers in 19 states and 24 major markets under the LIFE TIME FITNESS and LIFE TIME ATHLETIC brands. Education. Core to our member commitment is the delivery of educational information that supports...

  • Page 19
    ... a general manager, operations department head and sales department head to ensure a well-managed facility and motivated work force. All employees are provided dedicated training and/or certification to support the member experience we expect. Additionally, our personal trainers, massage therapists...

  • Page 20
    ... personal training and fitness coaching; and the home-use fitness equipment industry. x Competition in the health club industry varies from market to market and is based on several factors, including the breadth of product and service offerings, the level of enrollment fees and membership dues...

  • Page 21
    ... 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. Our debt levels...

  • Page 22
    ..., financial and accounting systems and controls. We will also need to train new employees and maintain close coordination among our executive, accounting, finance, marketing, sales and operations functions. These processes are time-consuming and expensive, will increase management responsibilities...

  • Page 23
    ... 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 such privacy and security laws, requirements, and regulations may result in cost increases due to necessary systems changes, new...

  • Page 24
    ... these markets increases our exposure to adverse developments related to competition, as well as economic and demographic changes in these areas. If we are unable to identify and acquire suitable sites for new sports and athletic, professional fitness, family recreation and spa centers, our revenue...

  • Page 25
    ..., sale and collection of our memberships; state and local health regulations; federal regulation of health and nutritional products; and, regulation of service providers. x x x Any changes in such laws could have a material adverse effect on our financial condition and results of operations...

  • Page 26
    ... the country that use LIFE TIME FITNESS or a similar mark 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...

  • Page 27
    ..., we operated 86 centers in 19 states, of which we leased 27 sites, were parties to long-term ground leases for six sites, owned 52 sites and were a member to a joint-venture that owned one site. We expect to open three large format centers, as well as two boutique centers featuring services such as...

  • Page 28
    ... those subleased areas. The square footage figures exclude areas used for tennis courts and outdoor swimming pools. These figures are approximations. (2) For acquired centers, date opened is the date we assumed operations of the center. (3) This center is a joint venture in which we have a one-third...

  • Page 29
    ..., Minnesota, a leased 42,574 square foot facility in Flower Mound, Texas which operates as an ancillary site to our Flower Mound center, and an owned 21,829 square foot health club/presale center in Colorado Springs, Colorado. Other Property Data: 2009 Center age Open 1 to 12 months...Open 13...

  • Page 30
    ... 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 Fiscal Year Ended December 31...

  • Page 31
    ... 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. Since June 2006, through...

  • Page 32
    ... 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, 2009, 2008 and 2007 and the...

  • Page 33
    2009 Statement of Operations Data: Revenue Center revenue Membership dues ...Enrollment fees...In-center revenue (1) ...Total center revenue ...Other revenue ...Total revenue ...Operating expenses Center operations ...Advertising and marketing ...General and administrative ...Other operating ......

  • Page 34
    ... at our centers from fees for personal training, dieticians, 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...

  • Page 35
    ... restricted stock awards ...Weighted average number of common shares outstanding - diluted ... 39,297 69 504 39,870 39,002 164 176 39,342 37,518 476 133 38,127 36,118 509 152 36,779 34,592 1,739 8 36,339 (5) Membership dues, enrollment fees and in-center revenue for a center are included...

  • Page 36
    ... and satellite facility square footage. (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 yearend stock price. 31

  • Page 37
    ...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...

  • Page 38
    ...-center businesses (27.8% of total revenue for the year ended December 31, 2009), including fees for personal training, registered dieticians, group fitness training and other member activities, sales of products at our LifeCafe, sales of products and services offered at our LifeSpa, tennis programs...

  • Page 39
    ....6% at year-end. If the estimated average membership life had been 33 months or 27 months for the entire year ended December 31, 2009, the impact would have been less than $0.1 million to net income. If the direct expenses related to the enrollment fees exceed the enrollment fees for any center, the...

  • Page 40
    ... in-center revenue, which increased $14.6 million primarily as a result of increased sales of our LifeCafe products and services and personal training. Average in-center revenue per membership decreased from $414 for the year ended December 31, 2008 to $400 for the year ended December 31, 2009. We...

  • Page 41
    ... 2008 and 2009, we lowered our enrollment fees to stimulate new membership demand. Other revenue decreased $2.5 million, or 15.7%, to $13.4 million for the year ended December 31, 2009, which was primarily due to lower media sales. Center operations expenses. Center operations expenses totaled $506...

  • Page 42
    ...a result of increased sales of our personal training, member activities and LifeCafe products and services. As a result of this, in-center revenue growth and our focus on broadening our offerings to our members, average in-center revenue per membership increased from $387 for the year ended December...

  • Page 43
    ... increase in income before income taxes of $5.8 million. The effective income tax rate for the year ended December 31, 2008 was 39.7% compared to 39.9% for the year ended December 31, 2007. Net income. As a result of the factors described above, net income was $71.8 million, or 9.3% of total revenue...

  • Page 44
    ...of the year. We also experience increased membership in certain centers during the summer pool season. During the summer months, we also experience a slight increase in in-center business activity with summer programming and operating expenses due to our outdoor aquatics operations. We experience an...

  • Page 45
    ... in net income, a $13.9 million increase in depreciation expense and $13.5 million of cash provided by changes in operating assets and liabilities. Investing Activities Investing activities consist primarily of purchasing real property, constructing new centers and purchasing new fitness equipment...

  • Page 46
    ... $80 million for new center construction and approximately $30 to $40 million for the updating of existing centers and corporate infrastructure. We plan to fund these capital expenditures primarily with cash flow from operations. Financing Activities During the year ended December, 31, 2009, we had...

  • Page 47
    ... a mortgage on this center. At December 31, 2009, $2.9 million was outstanding with respect to this obligation. In November 2009, we financed one Minnesota center using an obligation bearing interest at a fixed rate of 6.95% amortized over a 15-year period. This obligation is due in full in November...

  • Page 48
    ... and consolidated results of operations. As of December 31, 2009, our net floating rate indebtedness was approximately $271.1 million. If long-term floating interest rates were to have increased by 100 basis points during the year ended December 31, 2009, our interest costs would have increased by...

  • Page 49
    ...share data) ASSETS CURRENT ASSETS: Cash and cash equivalents ...Accounts receivable, net ...Center operating supplies and inventories ...Prepaid expenses and other current assets ...Deferred membership origination costs ...Deferred income taxes ...Total current assets ...PROPERTY AND EQUIPMENT, net...

  • Page 50
    ... FITNESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2009 2008 2007 (In thousands, except per share data) REVENUE: Membership dues ...Enrollment fees ...In-center revenue ...Total center revenue ...Other revenue ...Total revenue ...OPERATING EXPENSES...

  • Page 51
    ... expense related to stock options and restricted stock ...- Capitalized compensation expense related to stock options and restricted stock ...- Tax benefit upon exercise of stock options ...- Interest rate swap contract ...- - Net income ...BALANCE - December 31, 2008...39,612,775 Common stock...

  • Page 52
    ......Increase in deferred financing costs ...Proceeds from common stock offering, net of underwriting discount and offering costs ...Excess tax benefit related to share-based payment arrangements ...Proceeds from stock option exercises ...Net cash provided by (used in) financing activities ...INCREASE...

  • Page 53
    ... direct expenses in excess of enrollment fees totaled $8.4 million and $6.0 million for the years ended December 31, 2009 and 2008 respectively. In addition, monthly membership dues paid in advance of a center's opening are deferred until the center opens. We offer members month-to-month memberships...

  • Page 54
    ... are stated at the lower-of-cost-or-market value. Our inventories primarily consist of spa, café and nutritional products as well as heart rate monitors. These balances are as follows: December 31, 2009 2008 $ 5,434 Center operating supplies ...$ 4,448 8,758 7,122 In-center businesses inventory...

  • Page 55
    ... million for the years ended December 31, 2009 and 2008, respectively. Other equipment consists primarily of cafe, spa and playground and laundry equipment. Impairment of Long-lived Assets - The carrying value of long-lived assets is reviewed annually and whenever events or changes in circumstances...

  • Page 56
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) Derivative Instruments and Hedging Activities - As part of our risk management program, we may periodically use interest rate swaps to manage known market...

  • Page 57
    ... ...Leasehold rights ...Trade names ...Total intangible assets...Accrued Expenses - Accrued expenses consist of the following: Payroll related ...Real estate taxes...Center operating costs...Insurance...Interest ...Income taxes ...Other ...Total accrued expenses ... December 31, 2009 2008 $ 9,222...

  • Page 58
    ...the Year Ended December 31, 2009 2008 2007 Net income ...Weighted average number of common shares outstanding - basic ...Effect of dilutive stock options ...Effect of dilutive restricted stock awards ...Weighted average number of common shares outstanding - diluted ...Basic earnings per common share...

  • Page 59
    ... 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. 54

  • Page 60
    ... FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) Supplemental Cash Flow Information - Decreases (increases) in operating assets and increases (decreases) in operating liabilities are as follows: For the Year Ended December 31, 2009 2008 2007 Accounts receivable...

  • Page 61
    ..., net of tax of $1.3 million, related to our outstanding interest rate swap contract. For more information, see Note 4. 3. Investment in Unconsolidated Affiliate In December 1999, we, together with two unrelated organizations, formed an Illinois limited liability company named LIFE TIME Fitness...

  • Page 62
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) 4. Long-Term Debt December 31, 2009 2008 Revolving credit facility, interest only due monthly at interest rates ranging from LIBOR plus 0.625% to 1.50% or...

  • Page 63
    ..., plus $10.9 million related to letters of credit. The weighted average interest rate and debt outstanding under the revolving credit facility for the year ended December 31, 2009 was 2.0% and $376.1 million, respectively. The weighted average interest rate and debt outstanding under the revolving...

  • Page 64
    ..., we have granted a mortgage on this center. As of December 31, 2009 $5.6 million was outstanding. In March 2009, we financed one Minnesota center using an obligation bearing interest at a fixed rate of 6.25% amortized over a 15-year period. This obligation is due in full in March 2014. As security...

  • Page 65
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) In November 2009, we financed one Minnesota center using an obligation bearing interest at a fixed rate of 6.95% amortized over a 15-year period. This ...

  • Page 66
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) We have financed our purchase of some of our equipment through capital lease agreements with an agent and lender, on behalf of itself and other lenders. ...

  • Page 67
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) 6. Income Taxes For the Year Ended December 31, 2009 2008 2007 Current tax expense ...Deferred tax expense ...Non-current tax expense ...Income tax ...

  • Page 68
    ... our common stock for issuance. Under the 1996 Plan, the Board of Directors had the authority to grant incentive and nonqualified options to purchase shares of the our common stock to eligible employees, directors, and contractors at a price of not less than 100% of the fair market value at the time...

  • Page 69
    ...of our common stock for issuance. Under the 1998 Plan, the Board of Directors had the authority to grant incentive and nonqualified options to purchase shares of our common stock to eligible employees, directors and contractors at a price of not less than 100% of the fair market value at the time of...

  • Page 70
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) Summary of Restricted Stock Activity Restricted Shares Outstanding Balance - December 31, 2007 ...302,345 Granted ...434,180 Canceled ...(144,805) Vested...

  • Page 71
    ... rate ...Expected dividend yield ...Expected life in years (2) ...Volatility (2)...(1) No stock options were granted in 2009 or 2008. (2) The volatility and expected life assumptions presented are based on an average of the volatility assumptions reported by a peer group of publicly traded companies...

  • Page 72
    ... our common stock to our employees at discounted purchase prices. The cost per share under this plan is currently 90% of the fair market value of our common stock on the last day of the purchase period, as defined. The first purchase period during 2009 under the ESPP began January 1, 2009 and ended...

  • Page 73
    ... FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) The following table presents revenue for the years ended December 31, 2009, 2008 and 2007: For the Year Ended December 31, 2009 2008 2007 Membership dues ...Enrollment fees ...Personal training ...Other in-center...

  • Page 74
    ...CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) party appraiser. The lease is a "triple net" lease requiring our subsidiary to maintain the Properties and to pay all operating expenses including real estate taxes and insurance for the benefit of Senior...

  • Page 75
    ... the debt service for the use of the equipment. In 2007, the equipment was fully paid off and the leases expired, thus we did not charge Bloomingdale LLC in 2008 or 2009. We charged Bloomingdale LLC $0.4 million for the year ended December 31, 2007. In October 2003, we leased a center located within...

  • Page 76
    ...47 0.46 (1) Total operating expenses in the fourth quarter of 2008 include expenses totaling $5.0 million associated with plans to slow the development of new centers. These expenses include severance costs, lower-of-costor-market adjustments in connection with assets held for sale and write-offs...

  • Page 77
    ... PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Life Time Fitness, Inc.: We have audited the accompanying consolidated balance sheets of Life Time Fitness, Inc. (a Minnesota corporation) and subsidiaries (the "Company") as of December 31, 2009 and 2008, and the related...

  • Page 78
    ... INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Life Time Fitness, Inc.: We have audited the internal control over financial reporting of Life Time Fitness, Inc. (a Minnesota Corporation) and subsidiaries (the "Company") as of December 31, 2009, based on...

  • Page 79
    ..., including the timing of new center openings and related expenses, timing of price increases for enrollment fees and membership dues and general economic conditions. In the past, our pre-opening costs, which primarily consist of compensation and related expenses, as well as marketing, have varied...

  • Page 80
    ... is a non-GAAP measure consisting of net cash provided by operating activities, less purchases of property and equipment. 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...

  • Page 81
    ... become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, we used the criteria set...

  • Page 82
    ... the Board of Directors in May 1996. In December 2009, Mr. Akradi was appointed President of our company; a position he also held from 1992 through December 2007. Mr. Akradi has over 25 years of experience in Healthy Way of Life initiatives. From 1984 to 1989, he led U.S. Swim & Fitness Corporation...

  • Page 83
    ... and day-to-day operations of U.S. Swim & Fitness Corporation until 1991, at which time he started a career in real estate. Jeffrey G. Zwiefel joined our company in December 1998 as Vice President, Health Enhancement Division and became Vice President of Fitness, Training and New Program Development...

  • Page 84
    ... the years ended December 31, 2009, 2008 and 2007 Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007 Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm 2. Financial Statement Schedules: The information required...

  • Page 85
    ... Land, DuPage Health Services Fitness Center - Bloomingdale L.L.C. dated December 1, 1999 by and between the Registrant, Bloomingdale Sports Center Land Company and Central DuPage Health. Amended and Restated Life Time Fitness, Inc. 2004 LongTerm Incentive Plan (effective as of April 23, 2009). 10...

  • Page 86
    ... Capital Markets, as documentation agent, and the banks party thereto from time to time. Security Agreement, dated as of April 15, 2005, among the Company and U.S. Bank National Association, as administrative agent. Form of Restricted Stock Agreement (Employee) for 2004 Long-Term Incentive Plan. 10...

  • Page 87
    ... Capital Markets, as documentation agent, and the banks party thereto from time to time. Form of 2008 Restricted Stock Agreement (Executive) for 2004 Long-Term Incentive Plan with performance-based vesting component. Form of Restricted Stock Unit Agreement issued to Bahram Akradi. Life Time Fitness...

  • Page 88
    ... 1, 2008 by and among LTF Real Estate VRDN I, LLC, LTF Club Operations Company, Inc. and General Electric Capital Corporation (Overland Park, KS). Purchase and Sale Agreement by and among Life Time Fitness, Inc. and LTF Real Estate Company, Inc., as Seller, and Senior Housing Properties Trust, as...

  • Page 89
    ... by and among SNH LTF Properties LLC, as Landlord, and LTF Real Estate Company, Inc., as Tenant. Guaranty Agreement dated as of August 21, 2008 by Life Time Fitness, Inc. for the benefit of SNH LTF Properties LLC. Lease Agreement between LT FIT (AZ-MD) LLC (an affiliate of W.P. Carey & Col, LLC), as...

  • Page 90
    .... LIFE TIME FITNESS, INC. By: /s/ Bahram Akradi Name: Bahram Akradi Title: Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer and Director) By: /s/ Michael R. Robinson Name: Michael R. Robinson Title: Executive Vice President and Chief Financial...

  • Page 91
    ... New York Stock Exchange: LTM Annual Meeting The annual meeting of our shareholders will be Thursday, April 22, 2010, beginning at 1:00 p.m. at our Corporate Headquarters. The Notice of Annual Meeting and Proxy Statement are made available to shareholders with the annual report. Life Time Fitness...

  • Page 92
    ...Novi Rochester Hills Shelby Township Troy MINNESOTA - MPLS./ST. PAUL Apple...Grove Minneapolis Minnetonka New Hope Plymouth Roseville Savage St. Louis Park St. Paul Target Center (Minneapolis) ...86 centers as of February 26, 2010 ©2010 LIFE TIME FITNESS, INC. All rights reserved. CECO0002 ...