Lifetime Fitness 2011 Annual Report Download - page 45

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The following schedule reflects 2011 and 2010 capital expenditures by type of expenditure:
New center land and construction
Maintenance of existing facilities, remodels of acquired centers and
corporate capital expenditures
Total capital expenditures
For the Year Ended December 31,
2011
(In thousands)
$ 102,346
61,378
$ 163,724
2010
$ 111,942
34,375
$ 146,317
2009
$ 60,915
32,344
$ 93,259
At December 31, 2011 we had purchased the real property for one and entered into a ground lease for two of the
three large format centers we plan to open in 2012. In addition, in January 2012, we acquired Racquet Club of the
South, a tennis facility in the Atlanta market, which we rebranded as Life Time Tennis Atlanta.
In 2011, we spent approximately $70.3 million in acquisition related costs, including several athletic events related
businesses and a yoga business in Michigan. In addition, in late 2011, we acquired six facilities which we had
previously leased with borrowings from our credit facility plus the assumption of $72.1 million of long-term debt.
Also, in late 2011, we acquired nine centers from Lifestyle Family Fitness ("LFF"); eight of the centers we leased
and one we purchased.
We expect our capital expenditures to be approximately $200 to $250 million in 2012, of which we expect to incur
approximately $140 to $175 million for new center construction and approximately $60 to $75 million for the
remodel of acquired centers, updating of existing centers and corporate infrastructure. We plan to fund these capital
expenditures primarily with cash flow from operations.
Financing Activities
Net cash provided by financing activities was $0.3 million for the year ended December 31, 2011 compared to $37.3
million used in financing activities for the year ended December 31, 2010. The change of $37.6 million was
primarily due to the prepayment of mortgage notes payable, as discussed below.
During the year ended December 31, 2011, we had the following changes to our capital structure.
Mortgage Notes Payable to Real Estate Investment Trust
On April 4, 2011, we prepaid the ten mortgage notes payable to Starwood Property Mortgage Sub-1, L.L.C. at the
par amount of $69.5 million primarily using our revolving credit facility. Concurrent with the prepayment, the
mortgages were released on ten related centers.
Revolving Credit Facility
On June 30, 2011, we entered into a Third Amended and Restated Credit Agreement (the “revolving credit facility”)
with U.S. Bank National Association, as administrative agent, and the other lenders from time to time party thereto,
which amended and restated our Second Amended and Restated Credit Agreement effective May 31, 2007. The
material changes to the revolving credit facility increase the amount of the facility from $470.0 million to $660.0
million, which may be increased by an additional $240.0 million upon the exercise of an accordion feature by us if
one or more lenders commit the additional $240.0 million, extension of the term of the facility to June 30, 2016, a
change in the interest rate and a change in the primary financial covenants under the facility.
As of December 31, 2011, $432.0 million was outstanding on the U.S. Bank Facility at a weighted average interest
rate of 2.6%. The weighted average interest rate and debt outstanding under the revolving credit facility for the year
ended December 31, 2011 was 2.0% and $355.1 million , respectively. The maximum month-end balance during
2011 was $432.0 at December 31, 2011.