ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

We may negotiate preferred vendor contracts with approved vendors. The preferred vendor contracts will
usually provide favorable pricing to our franchisees and may provide payments to us based on the
quantity and cost of products and services purchased. A list of current preferred vendor contracts will be
available to you from us at any time. Generally, we do not require you to purchase goods or services
from our preferred vendors. However, in order to keep the integrity ofthe reciprocity system that is
integral to the Anytime Fitness system and the benefits we provide to our members, we do require you to
obtain all billing and payment processing services from a preferred vendor. We currently designate one
preferred vendor for these services. The preferred vendor is not an affiliate of ours, but we may receive
payments from that vendor if the total dollar volume of processing that vendor does for all our franchisees
exceeds certain aggregate negotiated levels.
If you want to purchase other items for your Anytime Fitness center that we have not previously
approved, or from suppliers that we have not approved, you must notify us in writing. If we request, you
must submit samples and other information we require for testing or to otherwise determine whether the
product, material or supply, or the proposed supplier, meets our specifications and quality standards. If
you seek approval of a new supplier (or if the supplier applies directly to us for approval), we will require
the supplier pay us a nonrefundable fee of $250 before we will consider approving their application. This
fee is intended to defer our cost of reviewing the supplier. (We do not require you to pay any fee.) We
may also require the supplier to sign a supplier agreement with us. In reviewing prospective suppliers, we
consider how they and/or their products or services would enhance our brand and make it more attractive
to members or franchisees, how they would improve the workout experience of a member, how they
would increase revenue of a franchisee's club, and how they would increase the efficiency of a franchisee.
(That criteria is posted on our website for potential vendors.) We also consider whether the product or
service is already available through other sources, and whether the approval of another vendor would
enhance competition, or dilute our ability to maximize our potential with our existing vendors. In
addition, we consider demand from franchisees, the need for the vendor based on business trends, and the
ability of the vendor to serve franchisees throughout the United States. We will generally notify you and
the supplier of our approval or disapproval within 45-60 days of our receipt of all the information and
samples we request. If we revoke approval of any supplier or any item offered by a supplier, we will send
you written notice of our revocation of an approved supplier or item. We also may have some items for
which there is only 1 approved supplier.
We receive rebates from many of our preferred vendors. Those rebates generally range from 2% to 5% of
the purchases you make from the vendor, but in the case of certain fitness equipment, they can increase to
as much as 8% based on sales volume increases. There are also some vendors who pay us fixed rebates
on supplies and services.
During our fiscal year ended December 31, 2008, we did not receive any revenues from the direct sale of
goods and services to our franchisees. During its fiscal year ended December 31, 2008, Apex
Management Services, Inc. ("Apex") received $2,909,039 in revenues from the sale of goods or services
to our franchisees (but it no longer sells goods or services to our franchisees), Provision received
$10,223,389 in revenues from the sale of goods or services to our franchisees, and Vantage Point received
$9,227 from the sale of goods to our franchisees. While FFI, FRE and Healthy Contributions did not
receive any payments from franchisees for the purchase or lease of goods or services, FFI received
$336,539 from lenders that was based on financing provided to our franchisees, FRE received $1,388,607
in commissions from property owners who leased to our franchisees, and Healthy Contributions received
$11,380 from health maintenance and other organizations based on the participation of club members in
their programs.
We do not provide benefits to any of our franchisees for purchasing goods and services from any
particular suppliers. We also have not arranged any purchasing cooperatives among our franchisees.
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