Lifetime Fitness 2012 Annual Report Download - page 67

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LIFE TIME FITNESS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
61
3. Investment in Unconsolidated Affiliate
In December 1999, we, together with two unrelated organizations, formed an Illinois limited liability company
named Bloomingdale LIFE TIME Fitness 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 Bloomingdale LLC. Pursuant to the terms of the agreement that governs the
formation and operation of Bloomingdale LLC (the “Operating Agreement”), each of the three members contributed
$2.0 million to Bloomingdale LLC. We share joint control of the center with our joint venture partners, as all
decisions essential to the accomplishments of the purpose of Bloomingdale LLC require the consent of the other
members of Bloomingdale LLC. The Operating Agreement expires on the earlier of December 2039 or the
liquidation of Bloomingdale LLC. We account for our interest in Bloomingdale LLC using the equity method.
In May 2011, Bloomingdale LLC financed the outstanding amount of the taxable bond indebtedness with a
mortgage loan from a bank in the amount $7.3 million. As additional security for the mortgage loan, all of the
members separately guaranteed one-third of the loan. As of December 31, 2012, the maximum amount of future
payments under our one-third of the guarantee was $2.0 million. We have the right to recover from Bloomingdale
LLC any amounts paid under the terms of the guarantee, but only after Bloomingdale LLC’s obligations to the bank
have been satisfied.
Pursuant to the terms of the Operating Agreement, beginning in March 2002 and continuing throughout the term of
such agreement, each of the other two members are guaranteed to receive cash distributions from Bloomingdale
LLC. The amount of these aggregated distributions is, and will continue to be throughout the term of the agreement,
approximately $0.7 million annually per member. A determination will be made on an annual basis regarding the
distribution of any net cash flow to each of the members in addition to the guaranteed payments. We are entitled to
receive annual distributions once guaranteed payments and adjustment payments have been made. In the event that
Bloomingdale LLC does not generate sufficient cash flow through its own operations to make the required monthly
distributions, we are obligated to make such payments to each of the other two members. To date, Bloomingdale
LLC has generated cash flows sufficient to make all such payments. Each of the three members had the right to
receive distributions from Bloomingdale LLC in the amount of $0.7 million for each of the three years 2012, 2011
and 2010.