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 20, 2008

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.)
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))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

Item 2.02. Results of Operations and Financial Condition.

     On October 23, 2008, Life Time Fitness, Inc. (the “Company”) reported its financial results for its fiscal quarter ended September 30, 2008. See the Company’s press release dated October 23, 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 October 23, 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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On October 20, 2008, Stephen R. Sefton gave notice of his intention to resign from the Board of Directors effective immediately. Following Mr. Sefton’s resignation, on October 21, 2008, the Board of Directors appointed Martha (Marti) A. Morfitt, a current member of the Board of Directors, to serve on the Audit Committee of the Board of Directors. Also on October 21, 2008, the Board of Directors appointed Joseph S. Vassalluzzo, a current member of the Board of Directors, to serve as the Lead Director of the Board of Directors.

2

Item 9.01. Financial Statements and Exhibits.

     The following Exhibit is being furnished herewith:

99.1 Press Release Announcing Third Quarter 2008 Financial Results dated October 23, 2008.

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 23, 2008	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 2008 Financial Results dated October 23, 2008.	Filed Electronically

5

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 THIRD QUARTER 2008 FINANCIAL RESULTS
Company Reports Revenue Growth of 17.3%, Net Income Growth of 17.6%,
and Earnings Per Diluted Share of $0.55 for the Quarter

CHANHASSEN, Minn. (October 23, 2008) – Life Time Fitness, Inc. (NYSE: LTM) today reported its operating results for the third quarter ended September 30, 2008.

          Third quarter 2008 revenue grew 17.3% to $198.8 million from $169.5 million during the same period last year. Net income during the quarter grew 17.6% to $21.6 million, or $0.55 per diluted share. This compares to net income of $18.4 million, or $0.48 per diluted share, for 3Q 2007. For the nine months ended September 30, 2008, revenue grew 18.8% to $575.7 million from $484.7 million during the same period last year. Net income grew 20.1% for the same period to $58.8 million, or $1.49 per diluted share, from $49.0 million, or $1.30 per diluted share, for the first nine months of 2007.

          “In the face of pressures impacting all segments of our economy, we are pleased with our third quarter results, which are indicative of continued execution on our key business strategies,” said Bahram Akradi, Life Time Fitness chairman and chief executive officer. “Our unique member service and program offerings led to more than 18% in-center revenue growth. We also saw an increase in annual membership growth from the second quarter to third quarter, indicating consumer demand for our facilities and services in spite of challenging economic conditions.”

          During the third quarter, Life Time Fitness continued its expansion efforts with openings in Rockville, its second location in Maryland; CityCentre, its fourth location in Houston; and Vernon Hills, its ninth location in Illinois. In October, the Company held grand opening events at Mansfield, its eighth location in Dallas, and Loudoun County, its third location in Virginia. Life Time Fitness will hold its final two planned 2008 grand openings in November at Florham Park, its first location in New Jersey, and Westminster, its second location in Colorado.

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Life Time Fitness Third Quarter 2008 Results – Page 2

Three and Nine Months Ended September 30, 2008, Financial Highlights:
Total revenue for the third quarter grew 17.3% to $198.8 million, driven primarily by growth in membership dues and in-center revenue. Total revenue for the first nine months of 2008 grew to $575.7 million from $484.7 million during the same period last year.

				YTD 2008 vs.
(Period-over-period growth)	3Q 2008 vs. 3Q 2007			YTD 2007
• Membership dues		17.4	%		18.2	%
• Enrollment fees		4.9	%		7.7	%
• In-center revenue		18.2	%		21.9	%
• Same-center revenue		3.9	%		3.8	%
• Average center revenue / membership	$358 – up 3.9%			$1,082 – up 6.5%
• Average in-center revenue /membership	$104 – up 4.8%			$321 – up 9.2%

Memberships increased 13.2% to 557,164 at September 30, 2008, from 492,410 at September 30, 2007.

Total operating expenses during 3Q 2008 were $156.7 million compared to $131.9 million for 3Q 2007, driven primarily by increased expenses to support new centers, membership growth, and presale activities. Year-to-date operating expenses totaled $457.7 million, compared to $384.9 million for the same period last year.

Operating margin was 21.2% for 3Q 2008 compared to 22.1% in the prior-year period. Year-to-date operating margin was 20.5%, compared to 20.6% in the prior-year period.

		YTD 2008 vs.
(Expense as a percent of total revenue)	3Q 2008 vs. 3Q 2007	YTD 2007
• Center operations	58.5% vs. 57.6%	58.6% vs. 58.0%
• Advertising and marketing	3.7% vs. 3.2%	4.1% vs. 3.8%
• General and administrative	4.8% vs. 5.8%	5.3% vs. 6.4%
• Other operating	2.5% vs. 2.5%	2.4% vs. 2.3%
• Depreciation and amortization	9.4% vs. 8.8%	9.1% vs. 8.9%

Net income during 3Q 2008 grew 17.6% to $21.6 million from $18.4 million in 3Q 2007. For the nine months ended September 30, 2008, net income grew to $58.8 million compared with $49.0 million in the prior-year period.

EBITDA for 3Q 2008 grew 15.9% to $61.2 million from $52.8 million in 3Q 2007. Year-to-date EBITDA grew 19.1% to $171.5 million from $144.0 million for the same period last year.

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Life Time Fitness Third Quarter 2008 Results – Page 3

Cash flows from operations for the first nine months of 2008 totaled $151.0 million, up 40.7% compared with $107.3 million in the prior-year period.

Weighted average fully diluted shares for 3Q 2008 totaled 39.4 million compared to 38.3 million shares in 3Q 2007.

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 $775-$780 million, or approximately 18-19% growth (down from 19-22%, or approximately $780-$800 million), driven primarily by new center growth, membership ramp at new and existing centers, and in-center revenue growth.

• Net income is expected to be $79.0-$80.5 million, or approximately 16-18% growth (down from 21-23%, or approximately $82.0-$83.5 million), driven primarily by our growth strategies.

• Diluted earnings per common share is expected to be $2.01-$2.04, or approximately 13-15% growth (down from 16-18%, or approximately $2.06-$2.09 per share).

          The Company will hold a conference call today at 10:00 a.m. ET to discuss its third quarter 2008 results. Bahram Akradi, chairman and chief executive officer, Michael Robinson, executive vice president and chief financial officer, and Kenneth Cooper, vice president 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. 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 October 23, 2008, Life Time Fitness operated 79 centers in 17 states, including Arizona, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Maryland, Michigan, Minnesota, Missouri, Nebraska, North Carolina, Ohio, Texas, Utah and Virginia. 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.

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Life Time Fitness Third Quarter 2008 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. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)

	September 30, 2008			December 31, 2007
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,119		$	5,354
Accounts receivable, net		5,318			4,475
Inventories		14,739			14,324
Prepaid expenses and other current assets		15,510			15,963
Deferred membership origination costs		19,280			16,205
Deferred income taxes		2,126			1,188
Income tax receivable		—			5,814
Total current assets		64,092			63,323
PROPERTY AND EQUIPMENT, net		1,451,641			1,259,271
RESTRICTED CASH		9,285			6,767
DEFERRED MEMBERSHIP ORIGINATION COSTS		14,895			14,367
OTHER ASSETS		56,012			42,805
TOTAL ASSETS	$	1,595,925		$	1,386,533
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	10,222		$	9,568
Accounts payable		15,921			12,872
Construction accounts payable		86,744			59,261
Accrued expenses		55,430			47,052
Deferred revenue		37,146			34,851
Total current liabilities		205,463			163,604
LONG-TERM DEBT, net of current portion		636,898			555,037
DEFERRED RENT LIABILITY		26,906			25,526
DEFERRED INCOME TAXES		48,931			38,607
DEFERRED REVENUE		15,415			17,529
OTHER LIABILITIES		21,888			13,673
Total liabilities		955,501			813,976
SHAREHOLDERS’ EQUITY:
Common stock		794			783
Additional paid-in capital		383,470			373,910
Retained earnings		258,696			199,890
Accumulated other comprehensive loss		(2,536	)		(2,026	)
Total shareholders’ equity		640,424			572,557
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,595,925		$	1,386,533

LIFE TIME FITNESS, INC. AND SUBSIDIARIES
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,
	2008			2007			2008			2007
REVENUE:
Membership dues	$	131,232		$	111,744		$	377,001		$	318,939
Enrollment fees		6,818			6,501			19,991			18,565
In-center revenue		56,151			47,517			167,385			137,305
Total center revenue		194,201			165,762			564,377			474,809
Other revenue		4,608			3,688			11,290			9,879
Total revenue		198,809			169,450			575,667			484,688
OPERATING EXPENSES:
Center operations		116,300			97,626			337,139			281,153
Advertising and marketing		7,287			5,359			23,608			18,167
General and administrative		9,453			9,750			30,707			30,931
Other operating		4,926			4,255			13,696			11,371
Depreciation and amortization		18,720			14,917			52,500			43,282
Total operating expenses		156,686			131,907			457,650			384,904
Income from operations		42,123			37,543			118,017			99,784
OTHER INCOME (EXPENSE):
Interest expense, net		(7,185	)		(7,135	)		(21,301	)		(19,032	)
Equity in earnings of affiliate		336			316			985			917
Total other income (expense)		(6,849	)		(6,819	)		(20,316	)		(18,115	)
INCOME BEFORE INCOME TAXES		35,274			30,724			97,701			81,669
PROVISION FOR INCOME TAXES		13,700			12,374			38,895			32,700
NET INCOME	$	21,574		$	18,350		$	58,806		$	48,969
BASIC EARNINGS PER COMMON SHARE	$	0.55		$	0.49		$	1.51		$	1.32
DILUTED EARNINGS PER COMMON SHARE	$	0.55		$	0.48		$	1.49		$	1.30
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — BASIC		39,025			37,630			38,946			37,061
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — DILUTED		39,370			38,309			39,350			37,651

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

	For the Nine Months Ended
	September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	58,806		$	48,969
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		52,500			43,282
Deferred income taxes		8,094			4,856
Provision for doubtful accounts		15			105
Loss on disposal of property and equipment, net		1,159			281
Amortization of deferred financing costs		1,078			628
Share-based compensation		5,989			5,671
Excess tax benefit from stock option exercises		(38	)		(4,501	)
Equity in earnings of affiliate		(985	)		(917	)
Changes in operating assets and liabilities		24,328			8,953
Other		54			17
Net cash provided by operating activities		151,000			107,344
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (excluding non-cash purchases supplementally noted below)		(360,551	)		(310,478	)
Proceeds from sale of property and equipment		161,885			4,664
Gain on sale leaseback transactions		(7,488	)		—
Proceeds from property insurance settlements		317			48
Increase in other assets		(6,443	)		(6,568	)
Increase in restricted cash		(2,518	)		(2,253	)
Net cash used in investing activities		(214,798	)		(314,587	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings		39,188			105,000
Repayments of long-term borrowings		(13,043	)		(9,279	)
Proceeds from revolving credit facility, net		42,500			2,800
Increase in deferred financing costs		(6,113	)		(2,008	)
Proceeds from common stock offering, net of underwriting discount and offering costs		—			92,510
Excess tax benefit from stock option exercises		38			4,501
Proceeds from stock option exercises		2,993			7,612
Net cash provided by financing activities		65,563			201,136
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,765			(6,107	)
CASH AND CASH EQUIVALENTS — Beginning of period		5,354			6,880
CASH AND CASH EQUIVALENTS — End of period	$	7,119		$	773
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for interest, net of capitalized interest	$	19,555		$	17,845
Cash payments for income taxes	$	18,839		$	24,982
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment financed through capital lease obligations	$	12,294		$	—
Purchases of property and equipment in accounts payable	$	28,909		$	2,548
Non-cash share-based compensation capitalized to projects under development	$	552		$	522

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,
	2008		2007		2008		2007
Net income	$	21,574	$	18,350	$	58,806	$	48,969
Interest expense, net		7,185		7,135		21,301		19,032
Provision for income taxes		13,700		12,374		38,895		32,700
Depreciation and amortization		18,720		14,917		52,500		43,282
EBITDA	$	61,179	$	52,776	$	171,502	$	143,983