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) April 24, 2008

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.)

2902 Corporate Place
Chanhassen, Minnesota	55317
(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))

Item 2.02. Results of Operations and Financial Condition.

     On April 24, 2008, Life Time Fitness, Inc. (the “Company”) reported its financial results for its fiscal quarter ended March 31, 2008. See the Company’s press release dated April 24, 2008, 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 April 24, 2008 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.

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Item 9.01. Financial Statements and Exhibits.

     The following Exhibit is being furnished herewith:

     99.1     Press Release Announcing First Quarter 2008 Financial Results dated April 24, 2008.

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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: April 24, 2008	By	/s/ Michael R. Robinson
		Michael R. Robinson
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

No.	Exhibit	Manner of Filing
99.1	Press Release Announcing First Quarter 2008 Financial Results dated April 24, 2008.	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 pr@lifetimefitness.com

FOR IMMEDIATE RELEASE

LIFE TIME FITNESS ANNOUNCES FIRST QUARTER 2008 FINANCIAL RESULTS
Company Reports Revenue Growth of 20.5%, Net Income Growth of 23.1%,
and Earnings Per Diluted Share of $0.44 for the Quarter

CHANHASSEN, Minn. (April 24, 2008) — Life Time Fitness, Inc. (NYSE: LTM) today reported its operating results for the first quarter ended March 31, 2008.

          First quarter 2008 revenue grew 20.5% to $184.5 million from $153.1 million during the same period last year. Net income during the quarter grew 23.1% to $17.4 million, or $0.44 per diluted share. This compares to net income of $14.1 million, or $0.38 per diluted share, for 1Q 2007.

          “We continue to deliver against our fundamental business objectives,” said Bahram Akradi, chairman and chief executive officer. “Just as we seek to continually evolve the unparalleled experience and value we deliver to members, we continue to improve our differentiated business model and the opportunities our company has for future growth and expansion. In support of this, we remain focused on driving our member connectivity initiatives and concentrating on research and development activities in the areas of consumer and corporate wellness programming and services.”

          Life Time Fitness continued its expansion efforts during the first quarter with an opening in Parker, Colorado, representing the Company’s first location in this market. Construction is underway for the remaining ten planned openings in 2008.

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Life Time Fitness First Quarter 2008 Results — Page 2

Three Months Ended March 31, 2008, Financial Highlights:
Total revenue for the first quarter grew 20.5% to $184.5 million, driven primarily by growth in membership dues and in-center revenue.

(Period-over-period growth)	1Q 2008 vs. 1Q 2007
•  Memberships	521,177 — up 9.9%
•  Membership dues		19.0	%
•  Enrollment fees		14.9	%
•  In-center revenue		25.9	%
•  Same-center revenue		4.3	%
•  Average center revenue / membership	$363 — up 8.7%
•  Average in-center revenue / membership	$111 — up 13.3%

Total operating expenses during 1Q 2008 totaled $148.4 million compared to $124.4 million for 1Q 2007, driven primarily by increased expenses to support new centers, membership ramp, and in-center revenue growth. Operating margin was 19.5% for 1Q 2008, compared to 18.8% in the prior-year period.

(Expense as a percent of total revenue)	1Q 2008 vs. 1Q 2007
•  Center operations	58.3% vs. 58.4%
•  Advertising and marketing	5.1% vs. 4.8%
•  General and administrative	5.8% vs. 6.9%
•  Other operating	2.3% vs. 2.2%
•  Depreciation and amortization	9.0% vs. 8.9%

Net income during 1Q 2008 grew 23.1% to $17.4 million from $14.1 million in 1Q 2007, driven by continued top-line growth and improved operating margin. Net income margin for 1Q 2008 was 9.4% compared with 9.2% in 1Q 2007.

EBITDA for 1Q 2008 grew 23.8% to $52.9 million from $42.7 million in 1Q 2007. As a percentage of total revenue, EBITDA was 28.7% in 1Q 2008, compared to 27.9% in 1Q 2007.

Cash flows from operations for the first quarter grew 26.4% to $49.3 million from $39.0 million in the prior-year period.

Weighted average diluted shares for 1Q 2008 totaled 39.4 million compared to 37.4 million shares in 1Q 2007.

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Life Time Fitness First Quarter 2008 Results — Page 3

Updated 2008 Business Outlook:

The following statements are based on the Company’s current expectations for fiscal year 2008 and subject to the risks and uncertainties described below:

• Revenue is expected to be $780-$800 million, or approximately 19-22% growth. This year-over-year increase is driven primarily by new center growth, membership ramp at new and existing centers, and in-center revenue growth.

• Net income is expected to be $82.0-$83.5 million, or approximately 21-23% growth (up from $81.5-$83.0 million, or approximately 20-22% growth). This year-over-year increase is driven primarily by our growth strategies.

• Diluted earnings per common share is expected to be $2.06-$2.09, or approximately 16-18% growth (up from $2.05-$2.08, or approximately 15-17% growth).

          As announced on April 16, 2008, the Company will hold a conference call today at 10:00 a.m. ET to discuss first quarter 2008 results. Bahram Akradi, chairman and chief executive officer, Michael Robinson, executive vice president and chief financial officer, and Kenneth Cooper, senior director of Finance, 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 the same day via the Company’s Web site beginning at approximately 1:00 p.m. ET.

# # #

About Life Time Fitness, Inc.

Life Time Fitness, Inc. (NYSE:LTM) operates distinctive and large, multi-use sports and athletic, professional fitness, family recreation and resort and spa centers. The company 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. As of April 24, 2008, Life Time Fitness operated 71 centers in 16 states, including Arizona, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Maryland, Michigan, Minnesota, Nebraska, North Carolina, Ohio, Texas, Utah and Virginia. The Company also operated one satellite facility and five preview locations in existing and new markets. Life Time Fitness is headquartered in Chanhassen, Minnesota, and can be located on the Web at lifetimefitness.com. LIFE TIME FITNESS, EXPERIENCE LIFE, and the LIFE TIME FITNESS TRIATHLON SERIES 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 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)

	March 31, 2008			December 31, 2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,459		$	5,354
Accounts receivable, net		3,278			4,475
Inventories		13,942			14,324
Prepaid expenses and other current assets		13,173			15,963
Deferred membership origination costs		17,333			16,205
Deferred tax asset		1,177			1,188
Income tax receivable		—			5,814
Total current assets		51,362			63,323
PROPERTY AND EQUIPMENT, net		1,360,427			1,259,271
RESTRICTED CASH		3,515			6,767
DEFERRED MEMBERSHIP ORIGINATION COSTS		15,157			14,367
OTHER ASSETS		52,654			42,805
TOTAL ASSETS	$	1,483,115		$	1,386,533
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	9,314		$	9,568
Accounts payable		12,148			12,872
Construction accounts payable		64,549			59,261
Accrued expenses		48,090			47,052
Deferred revenue		38,181			34,851
Total current liabilities		172,282			163,604
LONG-TERM DEBT, net of current portion		622,130			555,037
DEFERRED RENT LIABILITY		25,827			25,526
DEFERRED INCOME TAXES		39,456			38,607
DEFERRED REVENUE		18,620			17,529
OTHER LIABILITIES		14,839			13,673
Total liabilities		893,154			813,976
SHAREHOLDERS’ EQUITY:
Common stock		791			783
Additional paid-in capital		376,276			373,910
Retained earnings		217,294			199,890
Accumulated other comprehensive loss		(4,400	)		(2,026	)
Total shareholders’ equity		589,961			572,557
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,483,115		$	1,386,533

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

	For the
	Three Months Ended
	March 31,
	2008			2007
REVENUE:
Membership dues	$	119,648		$	100,528
Enrollment fees		6,533			5,686
In-center revenue		55,265			43,897
Total center revenue		181,446			150,111
Other revenue		3,005			2,990
Total revenue		184,451			153,101
OPERATING EXPENSES:
Center operations		107,580			89,492
Advertising and marketing		9,498			7,369
General and administrative		10,672			10,488
Other operating		4,095			3,324
Depreciation and amortization		16,590			13,687
Total operating expenses		148,435			124,360
Income from operations		36,016			28,741
OTHER INCOME (EXPENSE):
Interest expense, net		(7,211	)		(5,528	)
Equity in earnings of affiliate		323			316
Total other income (expense)		(6,888	)		(5,212	)
INCOME BEFORE INCOME TAXES		29,128			23,529
PROVISION FOR INCOME TAXES		11,724			9,395
NET INCOME	$	17,404		$	14,134
BASIC EARNINGS PER COMMON SHARE	$	0.45		$	0.39
DILUTED EARNINGS PER COMMON SHARE	$	0.44		$	0.38
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING — BASIC		38,895			36,642
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING — DILUTED		39,363			37,392

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

	For the
	Three Months Ended
	March 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	17,404		$	14,134
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16,590			13,687
Deferred income taxes		3,252			1,496
Provision for doubtful accounts		30			(5	)
Loss on disposal of property and equipment, net		831			39
Amortization of deferred financing costs		235			195
Share-based compensation		1,782			1,818
Excess tax benefit from stock option exercises		(65	)		(916	)
Change in investment in unconsolidated subsidiary		(323	)		(316	)
Changes in operating assets and liabilities		9,568			8,848
Other		18			47
Net cash provided by operating activities		49,322			39,027
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(102,218	)		(84,146	)
Proceeds from sale of property and equipment		392			35
Proceeds from property insurance settlement		—			48
Increase in other assets		(5,482	)		(1,155	)
Decrease in restricted cash		3,252			29
Net cash used in investing activities		(104,056	)		(85,189	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings		—			105,000
Repayments on long-term borrowings		(2,415	)		(3,179	)
Proceeds from (repayments on) revolving credit facility, net		54,200			(57,700	)
Increase in deferred financing costs		(310	)		(1,014	)
Excess tax benefit from stock option exercises		65			916
Proceeds from exercise of stock options		299			1,171
Net cash provided by financing activities		51,839			45,194
DECREASE IN CASH AND CASH EQUIVALENTS		(2,895	)		(968	)
CASH AND CASH EQUIVALENTS — Beginning of period		5,354			6,880
CASH AND CASH EQUIVALENTS — End of period	$	2,459		$	5,912
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for interest, including capitalized interest	$	8,683		$	5,721
Cash payments for income taxes	$	109		$	571
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment financed through capital lease obligations	$	11,299		$	—
Purchases of property and equipment in accounts payable	$	4,957		$	273
Non-cash share-based compensation capitalized to projects under development	$	228		$	166

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
	Three Months Ended
	March 31,
	2008		2007
Net income	$	17,404	$	14,134
Interest expense, net		7,211		5,528
Provision for income taxes		11,724		9,395
Depreciation and amortization		16,590		13,687
EBITDA	$	52,929	$	42,744