8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 25, 2007

Life Time Fitness, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	001-32230	41-1689746
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6442 City West Parkway Eden Prairie, Minnesota	55344
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (952) 947-0000

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

Item 2.02. Results of Operations and Financial Condition.

     On October 25, 2007, Life Time Fitness, Inc. (the “Company”) reported its financial results for its fiscal quarter ended September 30, 2007. See the Company’s press release dated October 25, 2007, which is furnished as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.

     The press release furnished as Exhibit 99.1 and certain information the Company intends to disclose on the conference call scheduled for 10:00 a.m. eastern time on October 25, 2007 include certain non-GAAP financial measures. The reconciliations of these measures to the most directly comparable GAAP financial measures are included in the earnings release. In addition to the information in the press release under the heading “Non-GAAP Financial Measures,” the Company provides the following additional information about the Company’s use of the non-GAAP financial measures presented in the press release.

     EBITDA. The Company believes EBITDA is useful to an investor in evaluating the Company’s operating performance and liquidity because:

• it is a widely accepted financial indicator of a company’s ability to service its debt and the Company is required to comply with certain covenants and borrowing limitations that are based on variations of EBITDA in certain of the Company’s financing documents;

• it is widely used to measure a company’s operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, and to present a meaningful measure of corporate performance exclusive of the Company’s capital structure and the method by which assets were acquired; and

• it helps investors to more meaningfully evaluate and compare the results of the Company’s operations from period to period by removing from the Company’s operating results the impact of its capital structure, primarily interest expense from the Company’s outstanding debt, and asset base, primarily depreciation and amortization of the Company’s properties.

     The Company’s management uses EBITDA:

• as a measurement of operating performance because it assists the Company in comparing its performance on a consistent basis, as it removes from the Company’s operating results the impact of the Company’s capital structure, which includes interest expense from the Company’s outstanding debt, and the Company’s asset base, which includes depreciation and amortization of the Company’s properties;

• in presentations to the members of the Company’s board of directors to enable the board to have the same consistent measurement basis of operating performance used by management; and

• as the basis for incentive bonuses paid to selected members of senior and center-level management.

2

Item 9.01. Financial Statements and Exhibits.

     The following Exhibit is being furnished herewith:

99.1 Press Release Announcing Third Quarter 2007 Financial Results dated October 25, 2007.

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIFE TIME FITNESS, INC.
Date: October 25, 2007	By	/s/ Michael R. Robinson
		Michael R. Robinson
		Executive Vice President and Chief Financial Officer

4

EXHIBIT INDEX

No.	Exhibit	Manner of Filing
99.1	Press Release Announcing Third Quarter 2007 Financial Results dated October 25, 2007.	Filed Electronically

EX-99.1

Exhibit 99.1

Investor Contact: Ken Cooper — 952-229-7427 or ir@lifetimefitness.com
Media Contact: Jason Thunstrom — 952-229-7435 or jthunstrom@lifetimefitness.com

FOR IMMEDIATE RELEASE

LIFE TIME FITNESS ANNOUNCES THIRD QUARTER 2007 FINANCIAL RESULTS
Company Reports Revenue Growth of 25.8% and Earnings Per Share of $0.48

EDEN PRAIRIE, Minn. (October 25, 2007) — Life Time Fitness, Inc. (NYSE: LTM), a national operator of distinctive and large health and fitness centers, today reported its operating results for the third quarter ended September 30, 2007.

     Third quarter 2007 revenue grew 25.8% to $169.5 million from $134.7 million during the same period last year. Net income during the quarter grew 34.5% to $18.4 million, or $0.48 per diluted share. This compares to net income of $13.6 million, or $0.37 per diluted share, for 3Q 2006. For the nine months ended September 30, 2007, revenue grew 30.1% to $484.7 million from $372.6 million during the same period last year. Net income grew 34.3% for the same period to $49.0 million, or $1.30 per diluted share, from $36.5 million, or $0.99 per diluted share, for the first nine months of 2006.

     “Our new center openings, membership expansion and in-center revenue growth, coupled with our commitment to deliver an unparalleled experience and value to our customers, represent powerful differentiators for our company and brand,” said Bahram Akradi, Life Time Fitness chairman and chief executive officer. “Life Time Fitness is committed to making a significant impact on the health and wellness of consumers by helping them establish and lead a healthy and active way of life.”

     Life Time Fitness continued its expansion efforts during the quarter with the opening of its first Cincinnati-area location in Deerfield Township, Ohio. The company also completed the acquisitions of two smaller centers, including one in White Bear Lake, Minnesota and another in the Highland Park area of Dallas, Texas. Both centers represent opportunistic geographic fill-in locations within existing Life Time Fitness markets. Additionally, Life Time Fitness opened its second center in the Austin, Texas market in October and construction continues on the remaining two planned new center openings in 2007.

     Year-over-year memberships grew 15.1%, ending with 492,410.

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Life Time Fitness Third Quarter 2007 Results — Page 2

Three and Nine Months Ended September 30, 2007, Financial Highlights:

Total revenue for the third quarter grew 25.8% to $169.5 million, driven primarily by growth in membership dues and in-center revenue. Total revenue for the first nine months of 2007 grew to $484.7 million from $372.6 million during the same period last year.

				YTD 2007 vs.
(Period-over-period growth)	3Q 2007 vs. 3Q 2006			YTD 2006
•    Membership dues		25.9	%		30.1	%
•    Enrollment fees		7.0	%		11.1	%
•    In-center revenue		30.8	%		34.0	%
•    Same-center revenue		5.1	%		6.3	%
•    Average center revenue / membership	$345 — up 5.3%			$1,016 — up 6.0%
•    Average in-center revenue / membership	$99 — up 9.0%			$294 — up 9.0%

Total operating expenses during 3Q 2007 were $131.9 million compared to $106.9 million for 3Q 2006, driven primarily by increased expenses to support new centers, membership growth, and presale activities. Year-to-date operating expenses totaled $384.9 million, compared to $300.1 million for the same period last year.

Operating margin was 22.2% for 3Q 2007 compared to 20.6% in the prior-year period. Year-to-date operating margin was 20.6%, compared to 19.5% in the prior-year period.

		YTD 2007 vs.
(Expense as a percent of total revenue)	3Q 2007 vs. 3Q 2006	YTD 2006
•    Center operations	57.6% vs. 57.7%	58. 0% vs. 56.7%
•    Advertising and marketing	3.2% vs. 3.6%	3.8% vs. 4.2%
•    General and administrative	5.8% vs. 6.5%	6.4% vs. 7.5%
•    Other operating	2.5% vs. 2.9%	2.3% vs. 2.6%
•    Depreciation and amortization	8.8% vs. 8.7%	8.9% vs. 9.5%

Net income during 3Q 2007 grew 34.5% to $18.4 million from $13.6 million in 3Q 2006, driven by continued top-line growth and operating margin expansion. For the nine months ended September 30, 2007, net income grew to $49.0 million compared with $36.5 million in the prior-year period.

EBITDA for 3Q 2007 grew 32.9% to $52.8 million from $39.7 million in 3Q 2006. Year-to-date EBITDA grew 32.6% to $144.0 million from $108.6 million for the same period last year.

Cash flows from operations for the first nine months of 2007 totaled $107.3 million compared with $103.0 million in the prior-year period.

Weighted average fully diluted shares for 3Q 2007 totaled 38.3 million compared to 37.1 million shares in 3Q 2006.

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Life Time Fitness Third Quarter 2007 Results — Page 3

Updated 2007 Business Outlook:

The following statements are based on the Company’s current expectations for fiscal year 2007 and subject to the risks and uncertainties described below:

• Revenue is expected to be $652-$657 million (or approximately 27-28% growth) up from $645-$655 million.

• Net income is expected to be $66.5-$67.5 million (or approximately 31-33% growth) up from $65.2-$66.2 million.

• Diluted earnings per common share is expected to be $1.76-$1.78 (or approximately 28-30% growth) up from $1.74-$1.76.

     As announced on October 18, 2007, the Company will hold a conference call today at 10:00 a.m. EDT to discuss third quarter 2007 results. Bahram Akradi, chairman and chief executive officer, Michael Robinson, executive vice president and chief financial officer, and Ken Cooper, senior director of finance, will host the call. The conference call will be Web cast live and may be accessed via the Company’s Investor Relations section of its Web site at lifetimefitness.com. A replay of the call will be available today at approximately 1:00 p.m. EDT.

About Life Time Fitness, Inc.

     Life Time Fitness, Inc. (NYSE:LTM) operates distinctive and large sports and athletic, professional fitness, family recreation and resort/spa centers. As of October 25, 2007 the Company operated 68 centers in 15 states, including Arizona, Florida, Georgia, Illinois, Indiana, Kansas, Maryland, Michigan, Minnesota, Nebraska, North Carolina, Ohio, Texas, Utah and Virginia. The Company also operated one satellite facility and four preview locations in existing and new markets.

     Life Time Fitness also provides consumers with personal training consultation, full-service spas and cafes, corporate wellness programs, health and nutrition education, the healthy lifestyle magazine, Experience Life, athletic events, and nutritional products and supplements. Life Time Fitness is headquartered in Eden Prairie, Minnesota (www.lifetimefitness.com).

     LIFE TIME FITNESS, the LIFE TIME FITNESS logo, and EXPERIENCE LIFE are registered trademarks of Life Time Fitness, Inc. All other trademarks or registered trademarks are the property of their respective owners.

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Life Time Fitness Third Quarter 2007 Results — Page 4

Risks & Uncertainties

Certain information contained in this press release may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause the Company’s actual results in the future to differ materially from its historical results and those presently anticipated or projected. Among these factors are identifying and acquiring suitable sites for new sports, fitness and family recreation centers, opening new sports, fitness and family recreation centers, attracting and retaining members, obtaining additional financing and other factors set forth in the Company’s filings with the Securities and Exchange Commission. Diluted earnings per share could also be affected by the number of shares outstanding, which depends on factors such as the number of shares issued upon exercise of stock options and future grants of awards pursuant to equity-based incentive plans as well as stock offerings. The Company cautions investors not to place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update such statement to reflect events or circumstances arising after such date.

     All remarks made during the Company’s financial results conference call will be current at the time of the call and the Company undertakes no obligation to update the replay.

# # #

LIFE TIME FITNESS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	September 30, 2007		December 31, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	773	$	6,880
Accounts receivable, net		3,561		2,320
Inventories		12,737		8,773
Prepaid expenses and other current assets		11,820		9,201
Deferred membership origination costs		15,427		12,575
Income tax receivable		2,755		97
Total current assets		47,073		39,846
PROPERTY AND EQUIPMENT, net		1,162,502		902,122
RESTRICTED CASH		6,991		4,738
DEFERRED MEMBERSHIP ORIGINATION COSTS		13,686		10,875
OTHER ASSETS		44,026		30,095
TOTAL ASSETS	$	1,274,278	$	987,676
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	9,641	$	15,228
Accounts payable		15,503		8,878
Construction accounts payable		51,350		49,285
Accrued expenses		43,460		37,191
Deferred revenue		34,772		29,773
Total current liabilities		154,726		140,355
LONG-TERM DEBT, net of current portion		478,776		374,327
DEFERRED RENT LIABILITY		25,551		25,716
DEFERRED INCOME TAXES		34,020		38,584
DEFERRED REVENUE		17,513		15,917
OTHER LIABILITIES		11,394		264
Total liabilities		721,980		595,163
SHAREHOLDERS’ EQUITY:
Common stock		783		737
Additional paid-in capital		370,675		259,905
Retained earnings		180,840		131,871
Total shareholders’ equity		552,298		392,513
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,274,278	$	987,676

LIFE TIME FITNESS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)

	For the						For the
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
REVENUE:
Membership dues	$	111,744		$	88,774		$	318,939		$	245,123
Enrollment fees		6,501			6,073			18,565			16,717
In-center revenue		47,517			36,319			137,305			102,440
Total center revenue		165,762			131,166			474,809			364,280
Other revenue		3,688			3,575			9,879			8,341
Total revenue		169,450			134,741			484,688			372,621
OPERATING EXPENSES:
Center operations		97,626			77,711			281,153			211,344
Advertising and marketing		5,359			4,933			18,167			15,504
General and administrative		9,750			8,729			30,931			28,405
Other operating		4,255			3,858			11,371			9,491
Depreciation and amortization		14,917			11,716			43,282			35,381
Total operating expenses		131,907			106,947			384,904			300,125
Income from operations		37,543			27,794			99,784			72,496
OTHER INCOME (EXPENSE):
Interest expense, net		(7,135	)		(4,204	)		(19,032	)		(12,461	)
Equity in earnings of affiliate		316			188			917			682
Total other income (expense)		(6,819	)		(4,016	)		(18,115	)		(11,779	)
INCOME BEFORE INCOME TAXES		30,724			23,778			81,669			60,717
PROVISION FOR INCOME TAXES		12,374			10,139			32,700			24,260
NET INCOME	$	18,350		$	13,639		$	48,969		$	36,457
BASIC EARNINGS PER COMMON SHARE	$	0.49		$	0.38		$	1.32		$	1.01
DILUTED EARNINGS PER COMMON SHARE	$	0.48		$	0.37		$	1.30		$	0.99
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — BASIC		37,630			36,172			37,061			36,006
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — DILUTED		38,309			37,060			37,651			36,976

LIFE TIME FITNESS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	For the
	Nine Months Ended
	September 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	48,969		$	36,457
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		43,282			35,381
Deferred income taxes		4,856			3,549
Loss on disposal of property and equipment, net		281			562
Amortization of deferred financing costs		628			517
Share-based compensation		5,671			6,169
Excess tax benefit from stock option exercises		(4,501	)		(5,406	)
Changes in operating assets and liabilities		8,953			25,653
Other		(795	)		127
Net cash provided by operating activities		107,344			103,009
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(310,478	)		(172,598	)
Proceeds from sale of property and equipment		4,664			6,571
Proceeds from property insurance settlement		48			464
Increase in other assets		(6,568	)		(8,663	)
Increase in restricted cash		(2,253	)		(1,264	)
Net cash used in investing activities		(314,587	)		(175,490	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings		105,000			1,650
Repayments on long-term borrowings		(9,279	)		(15,938	)
Proceeds from revolving credit facility, net		2,800			75,000
Increase in deferred financing costs		(2,008	)		(672	)
Proceeds from common stock offering, net of underwriting discount and offering costs		92,510			—
Excess tax benefit from stock option exercises		4,501			5,406
Proceeds from exercise of stock options		7,612			8,925
Net cash provided by financing activities		201,136			74,371
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(6,107	)		1,890
CASH AND CASH EQUIVALENTS — Beginning of period		6,880			4,680
CASH AND CASH EQUIVALENTS — End of period	$	773		$	6,570
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for interest, including capitalized interest	$	23,637		$	14,743
Cash payments for income taxes	$	24,982		$	13,489
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment in accounts payable	$	2,548		$	10,198

Non-GAAP Financial Measures

     This release contains a non-GAAP disclosure, EBITDA, which consists of net income plus interest expense, net, provision for income taxes and depreciation and amortization. This term, as the Company defines it, may not be comparable to a similarly titled measure used by other companies and is not a measure of performance presented in accordance with GAAP. The Company uses EBITDA as a measure of operating performance. The funds depicted by EBITDA are not necessarily available for discretionary use if they are reserved for particular capital purposes, to maintain compliance with debt covenants, to service debt or to pay taxes. EBITDA should not be considered as a substitute for net income, cash flows provided by operating activities or other income or cash flow data prepared in accordance with GAAP. Additional details related to EBITDA are provided in the Form 8-K that the Company filed with the Securities and Exchange Commission on the date of this press release.

     The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA:

RECONCILIATION OF NET INCOME TO EARNINGS BEFORE INTEREST,
INCOME TAXES AND DEPRECIATION AND AMORTIZATION
(In thousands)
(Unaudited)

	For the				For the
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
Net income	$	18,350	$	13,639	$	48,969	$	36,457
Interest expense, net		7,135		4,204		19,032		12,461
Provision for income taxes		12,374		10,139		32,700		24,260
Depreciation and amortization		14,917		11,716		43,282		35,381
EBITDA	$	52,776	$	39,698	$	143,983	$	108,559