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 26, 2006

Life Time Fitness, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	001-32230	41-1689746
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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

Press Release

Item 2.02. Results of Operations and Financial Condition.

     On October 26, 2006, the Company reported its financial results for its fiscal quarter ended September 30, 2006. See the Company’s press release dated October 26, 2006, 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 26, 2006 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.

     Financial Measures Excluding the Impact of Share-Based Compensation Expense. The Company provides certain financial measures for the third quarter and first nine months of 2006, as well as guidance for fiscal 2006 with respect to net income and diluted earnings per common share, excluding the impact of share-based compensation expense. The Company’s management uses these measures to monitor and evaluate operating results and trends and to gain an understanding of the comparative operating performance of the Company. The Company believes these measures enable investors to assess the Company’s performance on the same basis applied by management and to ease comparisons of the Company’s operating performance from period to period and among other companies that separately identify share-based compensation expenses.

Item 9.01. Financial Statements and Exhibits.

     The following Exhibit is being furnished herewith:

     99.1 Press Release Announcing Third Quarter 2006 Financial Results dated October 26, 2006.

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 26, 2006	By	/s/ Michael R. Robinson
		Michael R. Robinson
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

No.	Exhibit	Manner of Filing
99.1	Press Release Announcing Third Quarter 2006 Financial Results dated October 26, 2006.	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 2006 FINANCIAL RESULTS
Company Reports Revenue Growth of 32.6% and Earnings Per Share of $0.37

EDEN PRAIRIE, Minn. (October 26, 2006) – 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, 2006.

     Third quarter 2006 revenue grew 32.6% to $134.7 million from $101.6 million during the same period last year. Net income during the quarter grew 27.0% to $13.6 million, or $0.37 per diluted share, including the effect of share-based compensation expense. This compares to net income of $10.7 million, or $0.29 per diluted share, for 3Q 2005. For the nine months ended September 30, 2006, revenue grew 30.0% to $372.6 million from $286.5 million during the same period last year. Net income grew 25.1% for the same period to $36.5 million, or $0.99 per diluted share, from $29.1 million, or $0.81 per diluted share, for the first nine months of 2005.

     “We are pleased with the Company’s third quarter performance, which reflects continued execution of our core growth strategies,” said Bahram Akradi, Life Time Fitness chairman and chief executive officer. “During the quarter, we continued our expansion with an opening in South Valley, Utah. In October, we opened two additional centers, in Overland Park, Kansas, and Palm Valley, Arizona, and in early December, we will open the final two centers planned for this year, in Alpharetta, Georgia, and Scottsdale, Arizona. In the area of membership ramp, we saw growth of 23.7% to 427,765 memberships. In-center revenue grew 41.4% during the quarter, driven primarily by membership ramp, targeted marketing programs, and new products and services. Finally, as announced in July, we added several centers to Life Time Fitness as the result of new lease agreements the Company entered into effective July 26, 2006. We are pleased with our progress in integrating these centers, including the migration of more than 25,000 memberships to Life Time Fitness. With this effort on track, our focus now includes enhancing these facilities and the member experience through facility upgrades, new programming, and staff certification initiatives.”

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Life Time Fitness Third Quarter 2006 Results – Page 2

Three and Nine Months Ended September 30, 2006, Financial Highlights:
Total revenue for the third quarter grew 32.6% to $134.7 million, driven primarily by growth in membership dues and in-center revenue. Total revenue for the first nine months of 2006 grew to $372.6 million from $286.5 million during the same period last year.

				YTD 2006 vs.
(Period-over-period growth)	3Q 2006 vs. 3Q 2005			YTD 2005
•    Membership dues		31.3	%		27.4	%
•    Enrollment fees		15.0	%		8.4	%
•    In-center revenue		41.4	%		41.5	%
•    Same-center revenue		8.3	%		7.6	%
•    Average center revenue / membership	$328 – up 10.1%			$958 - up 8.5%
•    Average in-center revenue / membership	$91 – up 16.7%			$269 - up 18.0%

Total operating expenses during 3Q 2006 totaled $106.9 million compared to $80.4 million for 3Q 2005, driven primarily by increased expenses to support new centers, membership ramp and in-center revenue growth, and share-based compensation expense. Year-to-date operating expenses totaled $300.1 million, compared with $227.7 million for the same period last year.

Operating margin was 20.6% for 3Q 2006, compared to 20.8% in the prior-year period. Year-to-date operating margin was 19.5%, compared to 20.6% in the prior-year period. Excluding share-based compensation expense, operating margin was 21.6% for 3Q 2006 and 21.1% year-to-date. Share-based compensation expense, including stock option expense from the adoption of SFAS 123R and restricted stock expense, totaled $1.2 million for the quarter and $6.2 million year-to-date.

		YTD 2006 vs.
(Expense as a percent of total revenue)	3Q 2006 vs. 3Q 2005	YTD 2005
•    Center operations (including $0.5 million and $1.7 million of share-based compensation expense in 3Q and YTD 2006, respectively)	57.7% vs. 55.7%	56.7% vs. 55.5%
•    Advertising and marketing	3.6% vs. 4.1%	4.2% vs. 3.9%
•    General and administrative (including $0.8 million and $4.4 million of share-based compensation expense in 3Q and YTD 2006, respectively)	6.5% vs. 6.4 %	7.5% vs. 7.1%
•    Other operating	2.9% vs. 3.1%	2.6% vs. 3.2%
•    Depreciation and amortization	8.7% vs. 9.9%	9.5% vs. 9.8%

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Life Time Fitness Third Quarter 2006 Results – Page 3

Net income during 3Q 2006 grew 27.0% to $13.6 million from $10.7 million in 3Q 2005, driven by continued top-line growth. For the nine months ended September 30, 2006, net income grew to $36.5 million compared with $29.1 million in the prior-year period.

EBITDA for 3Q 2006 grew 25.8% to $39.7 million from $31.6 million in 3Q 2005. Year-to-date EBITDA grew 23.7% to $108.6 million from $87.7 million for the same period last year.

Cash flows from operations for the first nine months of 2006 grew to $103.0 million from $80.1 million in the prior-year period.

Weighted average fully diluted shares for 3Q 2006 totaled 37.1 million compared to 36.5 million shares in 3Q 2005.

Updated 2006 Business Outlook:
The following statements are based on the Company’s current expectations for fiscal year 2006 and subject to the risks and uncertainties described below:

• Total revenue is expected to be $507-$512 million (or approximately 30-31% growth), as compared to $502-$512 million (or approximately 29-31% growth). This year-over-year increase is driven primarily by new center growth, including new centers added pursuant to lease agreements effective July 26, 2006, membership ramp at new and existing centers, and in-center revenue growth.

• Net income is expected to be $49.1-$50.1 million (or approximately 19-21% growth), up from $48.0-$49.0 million (or approximately 16-18% growth). This year-over-year increase is driven primarily by our growth strategies. Excluding share-based compensation expense, net income is expected to be $53.6-$54.6 million (or approximately 30-32% growth), up from $52.5-$53.5 million (or approximately 28-30% growth).

• Diluted earnings per common share is expected to be $1.33-$1.35 (or approximately 18-20% growth), up from $1.30-$1.32 (or approximately 15-17% growth). Excluding share-based compensation expense, diluted earnings per share is expected to be $1.45-$1.47 (or approximately 28-30% growth), up from $1.42-$1.44 (or approximately 25-27% growth).

     As announced on October 12, 2006, the Company will hold a conference call today at 10:00 a.m. ET to discuss its third quarter 2006 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 Web site at lifetimefitness.com. A replay of the call will be available same day via the Company’s Web site beginning at approximately 1:00 p.m. ET.

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Life Time Fitness Third Quarter 2006 Results – Page 4

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 26, 2006, the Company operated 58 centers in 12 states, including Arizona, Florida, Illinois, Indiana, Kansas, Maryland, Michigan, Minnesota, Ohio, Texas, Utah and Virginia. The Company also operates two satellite facilities and five preview locations in existing and new markets. Additionally, Life Time Fitness provides consumers with personal training consultation, full-service spas and cafés, 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.

Risks & 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 centers, opening new centers, attracting and retaining members, the successful integration of acquired facilities, converting members of acquired sites, the timing and scope of the capital investment required to remodel facilities 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.

     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, 2006		December 31, 2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,570	$	4,680
Accounts receivable, net		1,937		4,267
Inventories		6,944		5,669
Prepaid expenses and other current assets		9,544		7,187
Deferred membership origination costs		11,988		10,082
Income tax receivable		1,661		3,510
Total current assets		38,644		35,395
PROPERTY AND EQUIPMENT, net		811,674		661,371
RESTRICTED CASH		5,179		3,915
DEFERRED MEMBERSHIP ORIGINATION COSTS		9,509		8,410
OTHER ASSETS		30,865		14,369
TOTAL ASSETS	$	895,871	$	723,460
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	16,498	$	14,447
Accounts payable		10,553		9,964
Construction accounts payable		36,662		25,811
Accrued expenses		38,925		27,862
Deferred revenue		30,245		23,434
Total current liabilities		132,883		101,518
LONG-TERM DEBT, net of current portion		317,404		258,835
DEFERRED RENT LIABILITY		25,757		5,492
DEFERRED INCOME TAXES		38,968		35,419
DEFERRED REVENUE		15,181		14,352
Total liabilities		530,193		415,616
SHAREHOLDERS’ EQUITY:
Common stock		726		712
Additional paid-in capital		247,189		228,132
Deferred compensation		—		(2,306	)
Retained earnings		117,763		81,306
Total shareholders’ equity		365,678		307,844
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	895,871	$	723,460

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,
	2006			2005			2006			2005
REVENUE:
Membership dues	$	88,774		$	67,589		$	245,123		$	192,379
Enrollment fees		6,073			5,279			16,717			15,415
In-center revenue		36,319			25,680			102,440			72,383
Total center revenue		131,166			98,548			364,280			280,177
Other revenue		3,575			3,064			8,341			6,370
Total revenue		134,741			101,612			372,621			286,547
OPERATING EXPENSES:
Center operations (including share-based compensation of $455, $0, $1,732 and $0, respectively)		77,711			56,631			211,344			159,029
Advertising and marketing		4,933			4,161			15,504			11,072
General and administrative (including share-based compensation of $789, $24, $4,437 and $78, respectively)		8,729			6,536			28,405			20,357
Other operating		3,858			3,014			9,491			9,178
Depreciation and amortization		11,716			10,095			35,381			28,019
Total operating expenses		106,947			80,437			300,125			227,655
Income from operations		27,794			21,175			72,496			58,892
OTHER INCOME (EXPENSE):
Interest expense, net		(4,204	)		(3,278	)		(12,461	)		(10,347	)
Equity in earnings of affiliate		188			283			682			836
Total other income (expense)		(4,016	)		(2,995	)		(11,779	)		(9,511	)
INCOME BEFORE INCOME TAXES		23,778			18,180			60,717			49,381
PROVISION FOR INCOME TAXES		10,139			7,443			24,260			20,236
NET INCOME	$	13,639		$	10,737		$	36,457		$	29,145
BASIC EARNINGS PER COMMON SHARE	$	0.38		$	0.31		$	1.01		$	0.85
DILUTED EARNINGS PER COMMON SHARE	$	0.37		$	0.29		$	0.99		$	0.81
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — BASIC		36,172			34,846			36,006			34,343
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — DILUTED		37,060			36,476			36,976			36,201

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

	For the
	Nine Months Ended
	September 30,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	36,457		$	29,145
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		35,381			28,019
Deferred income taxes		3,549			3,011
Loss on disposal of property and equipment, net		562			421
Amortization of deferred financing costs		517			864
Share-based compensation		6,169			141
Excess tax benefit from stock options		(5,406	)		—
Changes in operating assets and liabilities		25,653			18,373
Other		127			128
Net cash provided by operating activities		103,009			80,102
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(172,598	)		(124,837	)
Proceeds from sale of property and equipment		6,571			3,842
Proceeds from property insurance settlement		464			—
Increase in other assets		(8,663	)		(1,740	)
Decrease (increase) in restricted cash		(1,264	)		6,892
Net cash used in investing activities		(175,490	)		(115,843	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings		1,650			228,581
Repayments on long-term borrowings		(15,938	)		(204,314	)
Proceeds from revolving credit facility, net		75,000			—
Increase in deferred financing costs		(672	)		(1,174	)
Excess tax benefit from stock options		5,406			—
Proceeds from exercise of stock options		8,925			3,360
Net cash provided by financing activities		74,371			26,453
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,890			(9,288	)
CASH AND CASH EQUIVALENTS — Beginning of period		4,680			10,211
CASH AND CASH EQUIVALENTS — End of period	$	6,570		$	923
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for interest, including capitalized interest	$	14,743		$	11,714
Cash payments for income taxes	$	13,489		$	9,610

Non-GAAP Financial Measures

     This release contains three non-GAAP disclosures. The first is 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. The second is guidance concerning diluted earnings per share, excluding the impact of share-based compensation expense. The third is operating margins excluding the impact of share-based compensation expense. Additional details related to these non-GAAP disclosures 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 tables provide reconciliations of these non-GAAP measures to the most directly comparable GAAP measures:

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,
	2006		2005		2006		2005
Net income	$	13,639	$	10,737	$	36,457	$	29,145
Interest expense, net		4,204		3,278		12,461		10,347
Provision for income taxes		10,139		7,443		24,260		20,236
Depreciation and amortization		11,716		10,095		35,381		28,019
EBITDA	$	39,698	$	31,553	$	108,559	$	87,747

RECONCILIATION OF THE IMPACT OF SHARE-BASED COMPENSATION EXPENSE
ON 2006 EARNINGS GUIDANCE
(In thousands except per common share data)
(Unaudited)

	GUIDANCE
	Fiscal 2006 - Estimated Range
	Low		High
Net Income
Estimated net income for fiscal 2006	$	49,100	$	50,100
Estimated impact of share-based compensation expense in fiscal 2006 for time-vesting options and restricted shares		3,200		3,200
Estimated impact of share-based compensation expense in fiscal 2006 for market condition vesting of initial public offering options 1		1,300		1,300
Estimated net income for fiscal 2006, excluding the impact of estimated share-based compensation expense	$	53,600	$	54,600
Diluted Earnings per Common Share
Estimated diluted earnings per common share for fiscal 2006	$	1.33	$	1.35
Estimated impact of share-based compensation expense in fiscal 2006 for time- vesting options and shares		0.08		0.08
Estimated impact of share-based compensation expense in fiscal 2006 for market condition vesting of initial public offering options 1		0.04		0.04
Estimated diluted earnings per common share for fiscal 2006, excluding the impact of estimated share-based compensation expense	$	1.45	$	1.47

¹ In connection with the Company’s initial public offering, the Company granted options to certain members of senior management, which have a market condition vesting component. The remaining market vesting criteria were achieved in 2006 and the share-based compensation expense was recognized in fiscal year 2006.

RECONCILIATION OF THE IMPACT OF SHARE-BASED COMPENSATION EXPENSE
ON OPERATING MARGINS
(In thousands except percentages)
(Unaudited)

	For the						For the
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005
Income from operations	$	27,794		$	21,175		$	72,496		$	58,892
Add back share-based compensation expense		1,244			24			6,169			78
Income from operations excluding share- based compensation expense	$	29,038		$	21,199		$	78,665		$	58,970
Operating margin		20.6	%		20.8	%		19.5	%		20.6	%
Operating margin excluding share-based compensation expense		21.6	%		20.9	%		21.1	%		20.6	%