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 28, 2004

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
Press Release

Item 2.02. Results of Operations and Financial Condition.

     On October 28, 2004, Life Time Fitness, Inc. (the “Company”) reported its financial results for its fiscal quarter ended September 30, 2004. See the Company’s press release dated October 28, 2004, which is furnished as Exhibit 99 and incorporated by reference in this Current Report on Form 8-K.

     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 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.

Item 9.01. Financial Statements and Exhibits.

     The following Exhibit is being furnished herewith:

99 Press Release dated October 28, 2004.

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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 28, 2004	By /s/ Michael R. Robinson
	Michael R. Robinson
	Executive Vice President and Chief Financial Officer

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EX-99

EXHIBIT INDEX

No.	Exhibit	Manner of Filing
99	Press Release dated October 28, 2004.	Filed Electronically

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EXHIBIT 99

Investor Contact: Michael Robinson – 952-229-7427 or ir@lifetimefitness.com
Media Contact: Jason Thunstrom – 952-229-7435 or jthunstrom@lifetimefitness.com

FOR RELEASE OCTOBER 28, 2004

LIFE TIME FITNESS ANNOUNCES THIRD QUARTER 2004 FINANCIAL RESULTS
Reports Revenue Growth of 19.9% and Net Income Growth of 39.8% for the Quarter

EDEN PRAIRIE, Minn. (October 28, 2004) – Life Time Fitness, Inc. (NYSE: LTM), a national operator of large and distinctive health and fitness centers, today reported its operating results for the third quarter ended September 30, 2004.

     Third quarter 2004 revenue grew 19.9% to $79.2 million from $66.0 million during the same period last year. Net income in the quarter grew 39.8% to $7.9 million, or $0.22 per diluted share on 35.4 million shares. This compares to net income of $5.7 million, or $0.20 per diluted share on 28.1 million shares, for 3Q 2003. For the nine months ended September 30, 2004, revenue grew 21.1% to $229.9 million from $189.9 million during the same period last year. Net income grew 35.5% for the same period to $20.8 million, or $0.65 per diluted share on 32.1 million shares. This compares to net income of $15.3 million, or $0.54 per diluted share on 28.4 million shares, for the first nine months of 2003.

     “We are pleased with our third quarter 2004 financial results as we continue to execute on our fundamental growth strategies, including new center growth, membership ramp, and increasing in-center revenue,” said Bahram Akradi, Life Time Fitness chairman and chief executive officer. “During the third quarter, we opened our second center in the Dallas market, located in Garland. In early October, we opened our second center in the Houston market, located in Sugar Land, and our third center in the Dallas market, located in Flower Mound. We have two additional centers scheduled to open in early November, each of which is located in the Dallas market. Compared to the end of the third quarter of 2003, memberships grew 18.8% to 285,975 at the end of the third quarter of 2004. Additionally, our in-center revenue, consisting of personal training, LifeSpa, LifeCafé, and member activities, grew 29.2% to $18.2 million compared to the same period in 2003.”

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Life Time Fitness Third Quarter 2004 Results – Page 2

Three and Nine Months Ended September 30, 2004, Financial Highlights:

Total revenue during the third quarter grew 19.9% to $79.2 million from $66.0 million in 3Q 2003, driven by growth in membership dues and in-center revenue. Revenue for the first nine months of 2004 grew 21.1% to $229.9 million from $189.9 million during the same period last year.

• Membership dues revenue for the third quarter grew 22.1% to $52.5 million from $43.0 million in 3Q 2003. Year-to-date membership dues revenue grew 21.8% to $152.7 million from $125.3 million during the same period last year.

• Enrollment fee revenue for the third quarter was $5.3 million, compared to $5.4 million in 3Q 2003. Year-to-date enrollment fee revenue totaled $15.3 million, compared to $15.4 million during the prior-year period.

• In-center revenue for the third quarter grew 29.2% to $18.2 million. Year-to-date in-center revenue grew 29.7% to $52.8 million compared to the same period last year.

• Same-center revenue increased 7.6% during the third quarter compared to the prior-year period.

• Total revenue per membership averaged $280 in the third quarter, up 2% from the prior-year period. Total in-center revenue per membership averaged $67 in the third quarter, up 8% from the prior-year period.

• Other revenue for the third quarter, including media division advertising and nutritional products sales was $3.2 million compared to $3.5 million in the prior-year period. Year-to-date other revenue was $9.1 million compared to $8.4 million in the same period last year.

Total operating expenses during the third quarter totaled $61.8 million compared to $51.6 million for the same period in 2003, driven by increased expenses to support new centers, membership growth and presales activities. Total operating margins were 22.0% for the third quarter, up from 21.8% in the prior-year period. Year-to-date operating expenses totaled $182.2 million, compared to $149.6 million for the same period last year. Year-to-date operating margins were 20.8%, compared to 21.2% for the prior-year period.

• Center operating expenses totaled $42.5 million for the third quarter, compared to $33.2 million in 3Q 2003. Year-to-date center operating expenses totaled $122.0 million, compared to $96.6 million during the same period last year.

• Advertising and marketing expenses totaled $2.8 million for 3Q 2004, compared to $3.1 million for the same period last year. Year-to-date advertising and marketing expenses totaled $9.3 million, compared to $7.9 million during the prior-year period.

• General and administrative expenses totaled $4.3 million for the third quarter, compared to $3.5 million in the prior-year period. For the nine months ended September 30, 2004, general and administrative expenses totaled $15.9 million, compared to $14.1 million in the prior-year period.

• Other operating expenses and depreciation and amortization expenses totaled $12.1 million during the quarter, compared to $11.8 million in 3Q 2003. Year-to-date expenses in the same areas were $35.0 million, compared to $30.9 million in the prior-year period.

Net income during the third quarter grew 39.8% to $7.9 million from $5.7 million in 3Q 2003, driven by continued top-line growth, efficient use of capital and operating cost leverage.

• For the nine months ended September 30, 2004, net income grew 35.5% to $20.8 million from $15.3 million in the prior-year period.

• Net income margin for the third quarter was 10.0%, up from 8.6% for the prior-year period. The year-to-date net income margin was 9.0%, up from 8.1% for the same period last year.

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Life Time Fitness Third Quarter 2004 Results – Page 3

EBITDA for the third quarter grew 20.1% to $25.1 million from $20.9 million in 3Q 2003.

• Year-to-date EBITDA grew 18.2% to $69.9 million from $59.2 million for the same period last year.

• As a percentage of total revenue, EBITDA was 31.7% in 3Q 2004 and 30.4% for the year-to-date period.

Cash flows from operations for the year-to-date period grew 32.4% to $52.0 million from $39.3 million for the prior-year period.

2004 and 2005 Business Outlook:

The following statements are based on the Company’s expectations for fiscal year 2004 and 2005, subject to the risks and uncertainties described below.

• 2004 full-year total revenue is expected to grow approximately 21% to 22%, ending the year with $311 million to $314 million.

• 2004 full-year net income is expected to grow approximately 36% to 38%, ending the year with $28.0 million to $28.4 million.

• 2005 total revenue is expected to be approximately 20% greater than 2004 total revenue, driven by new center growth, membership ramp, and increasing in-center revenue.

• 2005 net income is expected to be approximately 30% greater than 2004 net income, driven by executing the Company’s growth strategies, along with operating and financing efficiencies, and leveraging general and administrative expenses.

• 2005 new center growth includes plans for six new current model centers, five of which already are under construction.

     As of September 30, 2004, the total common shares outstanding were 33.8 million and weighted average diluted shares were 35.4 million for the third quarter.

     As announced on October 18, 2004, the Company will hold a conference call today at 10:00 a.m. Eastern time to discuss its third quarter results. Bahram Akradi, chairman and chief executive officer, and Michael Robinson, executive vice president and chief financial officer, will host the conference call. The conference call will be Web cast and may be accessed via the Company’s Investor Relations section of its Website at www.lifetimefitness.com. A replay of the call will be available via the Company’s Website beginning at 1:00 p.m. Eastern time on October 28, 2004.

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Life Time Fitness Third Quarter 2004 Results – Page 4

About Life Time Fitness, Inc.

Life Time Fitness, Inc. (NYSE: LTM) operates distinctive and large sports, athletic, fitness and family recreation centers. As of October 28, 2004, the Company operated 37 centers in eight states, including Arizona, Illinois, Indiana, Michigan, Minnesota, Ohio, Texas and Virginia. The Company also provides consumers with nutritional products and supplements, the award-winning healthy lifestyle magazine, Experience Life, world-class athletic events, full-service spas, cafés, personal training consultation, health and nutrition education, and corporate wellness programs. Life Time Fitness is headquartered in Eden Prairie, Minnesota (www.lifetimefitness.com).

# # #

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

Risk & Uncertainties

     Certain information contained in this press release, which does not relate to historical financial information, including the business outlook, 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. The Company wishes to caution 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. 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 and other factors set forth in the Company’s filings with the Securities and Exchange Commission.

     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.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	September 30, 2004		December 31, 2003
	(Unaudited)
ASSETS:
Cash and cash equivalents	$	17,009	$	18,446
Other current assets		29,607		28,126
Property and equipment, net		460,888		379,193
Restricted cash		12,967		10,972
Other non-current assets		18,810		16,609
Total assets	$	539,281	$	453,346
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities	$	92,734	$	61,912
Long-term debt		165,873		214,954
Deferred income taxes		24,002		23,196
Other non-current liabilities		14,466		14,327
Total liabilities		297,075		314,389
Redeemable preferred stock (a)		—		106,165
Shareholders’ equity (a)		242,206		32,792
Total liabilities and shareholders’ equity	$	539,281	$	453,346

(a) On July 6, 2004, the Company received proceeds of $80.7 million from its initial public offering, net of underwriting discounts, commissions and offering expenses payable by the Company. In connection with the initial public offering, all redeemable preferred stock was converted to common stock.

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,
	2004			2003			2004			2003
REVENUE:
Membership dues	$	52,477		$	42,981		$	152,662		$	125,306
Enrollment fees		5,297			5,438			15,332			15,418
In-center revenue		18,178			14,068			52,836			40,742
Total center revenue		75,952			62,487			220,830			181,466
Other revenue		3,233			3,540			9,114			8,416
Total revenue		79,185			66,027			229,944			189,882
OPERATING EXPENSES:
Sports, fitness and family recreation center operations		42,529			33,239			122,048			96,581
Advertising and marketing		2,838			3,059			9,292			7,929
General and administrative		4,302			3,547			15,852			14,145
Other operating		4,637			5,465			13,586			12,574
Depreciation and amortization		7,489			6,300			21,407			18,374
Total operating expenses		61,795			51,610			182,185			149,603
Income from operations		17,390			14,417			47,759			40,279
OTHER INCOME (EXPENSE):
Interest expense, net		(4,285	)		(4,850	)		(13,346	)		(14,320	)
Equity in earnings of affiliate		257			205			778			518
Total other income (expense)		(4,028	)		(4,645	)		(12,568	)		(13,802	)
INCOME BEFORE INCOME TAXES		13,362			9,772			35,191			26,477
Provision for income taxes		5,458			4,118			14,428			11,157
NET INCOME		7,904			5,654			20,763			15,320
Accretion on redeemable preferred stock		95			1,761			3,570			5,226
NET INCOME APPLICABLE TO COMMON SHAREHOLDERS	$	7,809		$	3,893		$	17,193		$	10,094
BASIC EARNINGS PER SHARE	$	0.24		$	0.24		$	0.79		$	0.63
DILUTED EARNINGS PER SHARE	$	0.22		$	0.20		$	0.65		$	0.54
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC		32,533			16,098			21,628			16,058
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – DILUTED		35,385			28,144			32,177			28,381

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

	For the
	Nine Months Ended September 30,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	20,763		$	15,320
Adjustments to reconcile net income to net cash provided by operating activities		31,249			23,962
Net cash provided by operating activities		52,012			39,282
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (excluding non-cash purchases supplementally noted below)		(101,803	)		(22,837	)
Other cash provided by investing activities		6,190			14,775
Net cash used in investing activities		(95,613	)		(8,062	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings		26,977			1,661
Repayments on long-term borrowings		(65,292	)		(11,746	)
Proceeds from initial public offering		80,653			—
Other cash used in financing activities		(174	)		(2,430	)
Net cash provided by (used in) financing activities		42,164			(12,515	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,437	)		18,705
CASH AND CASH EQUIVALENTS — Beginning of period		18,446			8,860
CASH AND CASH EQUIVALENTS — End of period	$	17,009		$	27,565
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for interest, net of capitalized interest	$	12,549		$	13,561
Cash payments for income taxes	$	8,786		$	3,477
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment purchases financed through notes payable	$	2,954		$	19,111
Property and equipment purchases financed through capital leases	$	145		$	7,131

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:

LIFE TIME FITNESS, INC.
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,
	2004		2003		2004		2003
Net Income:	$	7,904	$	5,654	$	20,763	$	15,320
Interest expense, net		4,285		4,850		13,346		14,320
Provision for income taxes		5,458		4,118		14,428		11,157
Depreciation and amortization		7,489		6,300		21,407		18,374
EBITDA	$	25,136	$	20,922	$	69,944	$	59,171