Lifetime Fitness 2010 Annual Report Download

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2010 ANNUAL REPORT

Table of contents

  • Page 1
    2010 ANNUAL REPORT

  • Page 2
    ... which are open 24 hours a day, seven days a week, in 20 states and 24 major markets. Founded in 1992, we are headquartered in Chanhassen, Minnesota. We employed nearly 19,000 team members at the end of 2010. 10 - Y E A R (in millions) Other Revenue Enrollment Fees In-Center Revenue Membership Dues...

  • Page 3
    .... We have a winning business model. Whether it's basic fitness, personal training, spa or café services, or a fun day at the pool, we uphold a concentrated and unwavering focus to provide the very best experience and value to our members and customers. 2902 Corporate Place Chanhassen, MN 55317...

  • Page 4
    ... and a half years. As the Healthy Way of Life Company, Life Time delivers the certified professionals, comprehensive services and incredible destinations that help people positively change their lives every day. Our Healthy Way of Life approach enables customers to achieve their health and fitness...

  • Page 5
    ... 5 The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2010, was $1,232,548,814, 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...

  • Page 6
    (This page intentionally left blank)

  • Page 7
    ... Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...24 Selected Financial Data ...26 Management's Discussion and Analysis of Financial Condition and Results of Operations ...31 Quantitative and Qualitative Disclosures About Market Risk ...42 Financial Statements...

  • Page 8
    ... this Annual Report include statements about: our growth strategies, which include our intention to open new centers, increase membership and optimize membership dues and increase our in-center and corporate business products and services revenue; our expectations of the health and wellness industry...

  • Page 9
    ... per child monthly cost. We provide the majority of our members with a variety of services with their membership, including group fitness classes, educational seminars and fitness assessments, towel and locker service and an online subscription to our award-winning magazine, Experience Life. Our...

  • Page 10
    ...time, even at peak hours and when center membership levels 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 cafe services. Most members...

  • Page 11
    ... revenue from the sale of our in-center products and services will continue to grow. Our centers offer a variety of in-center programs, products and services, including individual and group sessions with certified professional personal trainers, LifeSpa services, member activities programs, wellness...

  • Page 12
    ... exercise and nutrition program as a key part of a member's experience by offering our award-winning Experience Life magazine, along with free seminars on health and nutrition. Moreover, our centers offer interactive training and learning opportunities, such as personal training, group fitness...

  • Page 13
    ... Endurance Coaching Member Advantage myLT.com Corporate Wellness Products and Services 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
    ...modest monthly fee per child. Once a child turns 12, he or she may use 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...

  • Page 15
    ...in the center. All memberships, regardless of plan level, typically include with membership dues 24-hour access, locker and towel service, group fitness classes (such as core, cycle and yoga), various educational programs and Member Advantage (a program designed to give our members discounts at over...

  • Page 16
    ... a 26-and-Under membership for sale in select locations. The membership provides individuals in this age group with monthly membership dues that are $10 to $30 less than the standard rate. Express Membership: From time to time, we offer a limited service, center-only membership. Memberships in this...

  • Page 17
    ... creative design services to our centers and corporate 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. New membership and corporate business results are...

  • Page 18
    ...of our Experience Life magazine, and strengthening our athletic events and nutritional products. Centers. As of February 28, 2011, we operated 90 centers in 20 states and 24 major markets under the LIFE TIME FITNESS and LIFE TIME ATHLETIC brands. Education. We offer Healthy Way of Life stories, news...

  • Page 19
    ... our marketing campaigns and management oversight regarding daily sales and marketing activities. Competition Due to the innovative nature of our comprehensive centers, programming, product and service offerings, we believe that we are well positioned in the health and fitness industry. However...

  • Page 20
    ... clubs; online 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, enrollment fees and membership dues...

  • Page 21
    ...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...

  • Page 22
    ... 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...

  • Page 23
    ... 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...

  • 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
    ... related to health or safety risks at our centers and off-premises activities and events. Use of our centers and participation in off-premises activities and events poses potential health or safety risks to members or guests through exertion and use of our equipment, swimming pools, rock climbing...

  • Page 26
    ... 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...

  • Page 27
    ... 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, 2011, we operated 90 centers in 20 states, of which we leased 27 sites, were parties to long-term ground...

  • Page 28
    ... 3 2 1 Center Format (1) Square Feet (2) Date Opened (3) Location Allen-McKinney (Dallas), TX ...Large/Current 125,475 May-06 Columbia (D.C./Baltimore), MD ...Large/Current 110,563 Feb-...centers and large/current format centers are the inclusion (or absence) of an outdoor aquatics park, larger indoor...

  • Page 29
    ..., Minnesota, an owned 21,829 square foot health club/presale center in Colorado Springs, Colorado and a leased 3,789 square foot yoga center in Phoenix, Arizona. Other Property Data: 2010 Center age Open 1 to 12 months...Open 13 to 36 months...Open 37+ months (mature) ...Total centers ...Center...

  • Page 30
    ... against Life Time Fitness, Inc. and its subsidiary, LTF Club Operations Company, Inc., in district court in Hennepin County, Minnesota seeking monetary damages and injunctive relief relating to our prior relationship with The Foss Swim School and subsequent development of our USwim program. We...

  • Page 31
    ... 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 2010 Total Number of Shares Purchased as...

  • 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, 2010, 2009 and 2008 and the...

  • Page 33
    For the Year Ended December 31, 2010 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 ...

  • 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
    ...follows: total terminations for the trailing 12 months (excluding frozen memberships) divided into the average beginning month membership balance for the trailing 12 months. The annual attrition rate for the year ended December 31, 2010 includes a small positive impact due to a change in calculation...

  • Page 36
    ... 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, 2010 2009 2008...

  • Page 37
    ... the year-end total common shares outstanding by the yearend 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...

  • Page 38
    ...-center businesses (29.1% of total revenue for the year ended December 31, 2010), 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
    ... direct expenses in excess of enrollment fees totaled $14.9 million, $8.4 million and $6.0 million for the years ended December 31, 2010, 2009 and 2008 respectively. Monthly membership dues paid in advance of a center opening are deferred until the center opens. We only offer members month-to-month...

  • Page 40
    ...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 $400 for the year ended December 31, 2009 to $440 for the year ended December 31, 2010. (2.4%) was from enrollment fees, which are...

  • Page 41
    ...year ended December 31, 2010 and $39.7 million for the year ended December 31, 2009. This $2.0 million increase is primarily a result of two new ground leases for future centers. Center operations expenses increased as a percent of total revenue due primarily to increases in member acquisition costs...

  • Page 42
    ..., we lowered our enrollment fees to stimulate new membership demand. x 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 $506.4 million...

  • Page 43
    ... selected members of senior and center-level management. We have provided reconciliations of EBITDA and EBITDAR to net income in the section "Quarterly Results (Unaudited)," located immediately following the Report of Independent Registered Public Accounting Firm and in the "Selected Financial Data...

  • Page 44
    ...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 increased level...

  • Page 45
    ...in net income, a $17.8 million increase in depreciation expense, offset by $11.0 million of cash used in 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
    ...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, 2010, we had the following changes to our capital structure. Mortgage Notes Payable to Real Estate Investment...

  • Page 47
    ...455,438 (1) See footnote 4, "Long-Term Debt" to our consolidated financial statements for more information. (2) Interest expense obligations were calculated holding floating rate debt balances and interest rates constant at December 31, 2010 rates. (3) Purchase obligations consist primarily of our...

  • Page 48
    ... and consolidated results of operations. As of December 31, 2010, our net floating rate indebtedness was approximately $387.6 million. If long-term floating interest rates were to have increased by 100 basis points during the year ended December 31, 2010, our interest costs would have increased by...

  • Page 49
    Item 8. Financial Statements and Supplementary Data. LIFE TIME FITNESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2010 2009 (In thousands, except share and per share data) ASSETS CURRENT ASSETS: Cash and cash equivalents ...Accounts receivable, net ...Center operating supplies ...

  • Page 50
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2010 2009 2008 (In thousands, except per share data) REVENUE: Membership dues ...Enrollment fees ...In-center revenue ...Total center revenue ...Other revenue ...Total revenue ...OPERATING...

  • Page 51
    ... ...Interest rate swap contract, net of tax ...Net income ...Balance at December 31, 2008 ...Common stock issued upon exercise of stock options ...Grant of restricted stock, net of forfeitures ...Compensation related to stock options and restricted stock grants ...Tax benefit related to share-based...

  • Page 52
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2010 2009 2008 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income ...$ 80,692 $ 72,384 $ 71,821 Adjustments to reconcile net income to net cash provided by operating activities...

  • Page 53
    ... months to 33 months. If the estimated average membership life had been 33 months or 27 months for the entire year ended December 31, 2010, 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...

  • Page 54
    ...as towels and pool chemicals and materials for our child centers and other activities. Inventories are stated at the lower-ofcost-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, 2010...

  • Page 55
    ... includes our internally developed web-based systems to facilitate member enrollment and management, as well as point of sale system enhancements and our payroll and human resources software. Costs related to these projects have been capitalized in accordance with accounting guidance. We capitalize...

  • Page 56
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) Impairment of Long-lived Assets - The carrying value of long-lived assets is reviewed annually and whenever events or changes in circumstances indicate ...

  • Page 57
    ...and tenant origination value, were originally determined to have an indefinite life. However, during our quarter ended June 30, 2010, we determined it was appropriate to reevaluate our useful life given the recent challenging commercial real estate markets and the current economic environment. Based...

  • Page 58
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) The following table summarizes the changes in our net intangible balance during the years ended December 31, 2010 and 2009: Balance at December 31, 2008 ...

  • Page 59
    ... 4,678 5,037 $50,802 $48,235 Payroll related ...Real estate taxes...Center operating costs...Insurance...Interest ...Income taxes ...Marketing and information technology accruals ...Other ...Total accrued expenses ... Income Taxes - We account for income taxes under the asset and liability method...

  • Page 60
    ... FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) The basic and diluted earnings per share calculations are shown below: For the Year Ended December 31, 2010 2009 2008 $72,384 $71,821 Net income ...$80,692 Weighted average number of common shares outstanding...

  • Page 61
    ... 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. Supplemental...

  • Page 62
    ..., formed an Illinois limited liability company named LIFE TIME Fitness Bloomingdale L.L.C. ("Bloomingdale LLC") for the purpose of constructing and operating a center in Bloomingdale, Illinois. The center opened for business in February 2001. Each of the three members maintains an equal interest in...

  • Page 63
    ... payments totaling $257 including interest ranging from 6.25% to 7.10%, expiring between January 2012 and May 2024, collateralized by certain related real estate and buildings ...25,920 Variable Rate Demand Notes, interest due monthly at a variable rate resetting weekly, principal due annually...

  • Page 64
    .... Changes in the fair market value of the swap contract were recorded in accumulated other comprehensive income (loss). On October 10, 2010, our interest rate swap contract expired without renewal. Mortgage Notes Payable to Real Estate Investment Trust In 2001 and 2002, we financed 13 of our centers...

  • Page 65
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) equity interest requirement applicable to our other employees was amended such that our employees must, in the aggregate, hold shares or options ...

  • Page 66
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) In November 2008, we financed one Minnesota center using an obligation bearing interest at a fixed rate of 6.54% amortized over a 20 year period. This ...

  • Page 67
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) Capital Leases In May 2001, we financed one of our Minnesota centers pursuant to the terms of a sale-leaseback transaction that qualified as a capital ...

  • Page 68
    ... amount of deferred tax expense does not reconcile to the change in the deferred tax year end balances due to the tax effect of other comprehensive income or additional paid-in capital items. The reconciliation between our effective tax rate on income from continuing operations and the statutory tax...

  • Page 69
    ... December 31, 2010, we had granted a total of 1,700,000 options to purchase common stock under the 1996 Plan, of which none were outstanding. In connection with approval of the Life Time Fitness, Inc. 2004 Long-Term Incentive Plan (the 2004 Plan), as discussed below, our Board of Directors approved...

  • Page 70
    ...: For the Year Ended December 31, 2010 2009 2008 Share-based compensation expense related to stock options ...Share-based compensation expense related to restricted shares ...Share-based compensation expense related to employee stock purchase plan ...Total share-based compensation expense ...$ 41 12...

  • Page 71
    ... value of restricted shares that became vested during the year ended December 31, 2010 was $7.1 million. The total value of each restricted stock grant, based on the fair market value of the stock on the date of grant, is amortized to compensation expense on a straight-line basis over the related...

  • Page 72
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) compensation expense will increase based on the currently projected performance levels. If we had determined that all of the targets had become probable ...

  • Page 73
    ... uses EBITDA as the primary measure of operating segment performance. The following table presents revenue for the years ended December 31, 2010, 2009 and 2008: For the Year Ended December 31, 2010 2009 2008 Membership dues ...Enrollment fees ...Personal training ...Other in-center ...Other ...Total...

  • Page 74
    ... agreed upon independent third 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 Housing. Pursuant to the terms of a Guaranty Agreement, we...

  • Page 75
    ... plan (the 401(k) Plan) to substantially all full-time employees who have at least six months of service and are at least 21 years of age. We made discretionary contributions to the 401(k) Plan in the amount of $2.0 million, $1.6 million and $1.5 million for the years ended December 31, 2010...

  • Page 76
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) 9. Related Party Transactions In October 2003, we leased a center located within a shopping center that is owned by a general partnership in which our ...

  • Page 77
    LIFE TIME FITNESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands, except share and per share data) 11. Quarterly Financial Data (Unaudited) The following is a condensed summary of actual quarterly results of operations for 2010 and 2009: 1st Quarter ...

  • Page 78
    ... Time Fitness, Inc. (a Minnesota corporation) and subsidiaries (the "Company") as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2010. These consolidated financial...

  • Page 79
    ...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, 2010, , based on...

  • Page 80
    ...) Our quarterly operating results may fluctuate significantly because of several factors, 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...

  • Page 81
    ...follows: total terminations for the trailing 12 months (excluding frozen memberships) divided into the average beginning month membership balance for the trailing 12 months. The annual attrition rate for the year ended December 31, 2010 includes a small positive impact due to a change in calculation...

  • Page 82
    ... our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures...

  • Page 83
    ... in March 2006. Mr. Zaebst has over 20 years of experience in the health and fitness industry. Mr. Zaebst was instrumental in assisting Mr. Akradi in the creation, expansion and day-to-day operations of U.S. Swim & Fitness Corporation until 1991, at which time he started a career in real estate. 77

  • Page 84
    ..., Training and New Program Development in January 2004. Mr. Zwiefel was named Senior Vice President, Life Time University in March 2005, and named Executive Vice President of Operations in June 2008. Mr. Zwiefel has 23 years of comprehensive and diverse experience in the health, fitness and wellness...

  • Page 85
    ... to Exhibit 10.23 to the Registrant's Registration Statement of Form S-1 (File No. 333-113764), filed with the Commission on March 19, 2004. 3.2 4 Specimen of common stock certificate. 10.1# LIFE TIME FITNESS, Inc. 1998 Stock Option Plan, as amended and restated. 10.2 Form of Promissory...

  • Page 86
    ... Operating Agreement of Life Time, BSC 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...

  • 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
    ...as cosyndication agents, BMO Capital Markets, as documentation agent, and the banks party thereto from time to time. 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 Purchaser, dated as of August 21...

  • Page 89
    ... Financial Officer. Section 1350 Certifications. The following materials from Life Time Fitness's Annual Report on Form 10-K for the year ended December 31, 2010, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated balance sheets, (ii) consolidated statements of operations...

  • 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 21, 2011, 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
    ... TEXAS - SAN ANTONIO San Antonio San Antonio at The Rim UTAH - SALT LAKE CITY South Valley (South Jordan) VIRGINIA Centreville Fairfax Loudoun County (Sterling) *90 centers as of February 28, 201 1 LTF12011AR ©2011 LIFE TIME FITNESS, INC. All rights reserved. CECO1007