##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 001-32230
 
 Life Time Fitness, Inc.
  Minnesota
(State or other jurisdiction of 
incorporation or organization)2902 Corporate Place 
Chanhassen, Minnesota
(Address of principal executive offices)
    
    41-1689746
(I.R.S. Employer
Identification No.)55317
(Zip Code)
 952-947-0000
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2008 and December 31, 2007 (unaudited)
    
    
    3Consolidated Statements of Operations for the Three Months Ended March 31, 2008 and
2007 (unaudited)
    
    
    4Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and
2007 (unaudited)
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18SIGNATURES
    
    
    19Certification of Principal Executive OfficerCertification of Principal Financial OfficerSection 1350 Certifications




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 LIFE TIME FITNESS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share data)
(Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,459
    
    
    $
    5,354Accounts receivable, net
    
    
    3,278
    
    
    
    4,475Inventories
    
    
    13,942
    
    
    
    14,324Prepaid expenses and other current assets
    
    
    13,173
    
    
    
    15,963Deferred membership origination costs
    
    
    17,333
    
    
    
    16,205Deferred income taxes
    
    
    1,177
    
    
    
    1,188Income tax receivable
    
    
    
    
    
    
    5,814Total current assets
    
    
    51,362
    
    
    
    63,323PROPERTY AND EQUIPMENT, net
    
    
    1,360,427
    
    
    
    1,259,271RESTRICTED CASH
    
    
    3,515
    
    
    
    6,767DEFERRED MEMBERSHIP ORIGINATION COSTS
    
    
    15,157
    
    
    
    14,367OTHER ASSETS
    
    
    52,654
    
    
    
    42,805TOTAL ASSETS
    
    $
    1,483,115
    
    
    $
    1,386,533LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    9,314
    
    
    $
    9,568Accounts payable
    
    
    12,148
    
    
    
    12,872Construction accounts payable
    
    
    64,549
    
    
    
    59,261Accrued expenses
    
    
    48,090
    
    
    
    47,052Deferred revenue
    
    
    38,181
    
    
    
    34,851Total current liabilities
    
    
    172,282
    
    
    
    163,604LONG-TERM DEBT, net of current portion
    
    
    622,130
    
    
    
    555,037DEFERRED RENT LIABILITY
    
    
    25,827
    
    
    
    25,526DEFERRED INCOME TAXES
    
    
    39,456
    
    
    
    38,607DEFERRED REVENUE
    
    
    18,620
    
    
    
    17,529OTHER LIABILITIES
    
    
    14,839
    
    
    
    13,673Total liabilities
    
    
    893,154
    
    
    
    813,976COMMITMENTS AND CONTINGENCIES (Note 8)SHAREHOLDERS EQUITY:Undesignated preferred stock, 10,000,000
shares authorized; none issued or
outstanding
    
    
    
    
    
    
    Common stock, $.02 par value, 50,000,000
shares authorized; 39,525,491 and
39,137,947 shares issued and outstanding,
respectively
    
    
    791
    
    
    
    783Additional paid-in capital
    
    
    376,276
    
    
    
    373,910Retained earnings
    
    
    217,294
    
    
    
    199,890Accumulated other comprehensive loss
    
    
    (4,400
    )
    
    
    (2,026
    )Total shareholders equity
    
    
    589,961
    
    
    
    572,557TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,483,115
    
    
    $
    1,386,533
  3




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LIFE TIME FITNESS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
(Unaudited)
 For the Three Months EndedMarch 31,2008
    
    
    2007REVENUE:Membership dues
    
    $
    119,648
    
    
    $
    100,528Enrollment fees
    
    
    6,533
    
    
    
    5,686In-center revenue
    
    
    55,265
    
    
    
    43,897Total center revenue
    
    
    181,446
    
    
    
    150,111Other revenue
    
    
    3,005
    
    
    
    2,990Total revenue
    
    
    184,451
    
    
    
    153,101OPERATING EXPENSES:Center operations
    
    
    107,580
    
    
    
    89,492Advertising and marketing
    
    
    9,498
    
    
    
    7,369General and administrative
    
    
    10,672
    
    
    
    10,488Other operating
    
    
    4,095
    
    
    
    3,324Depreciation and amortization
    
    
    16,590
    
    
    
    13,687Total operating expenses
    
    
    148,435
    
    
    
    124,360Income from operations
    
    
    36,016
    
    
    
    28,741OTHER INCOME (EXPENSE):Interest expense, net of interest income of $71 and $44, respectively
    
    
    (7,211
    )
    
    
    (5,528
    )Equity in earnings of affiliate
    
    
    323
    
    
    
    316Total other income (expense)
    
    
    (6,888
    )
    
    
    (5,212
    )INCOME BEFORE INCOME TAXES
    
    
    29,128
    
    
    
    23,529PROVISION FOR INCOME TAXES
    
    
    11,724
    
    
    
    9,395NET INCOME
    
    $
    17,404
    
    
    $
    14,134BASIC EARNINGS PER COMMON SHARE
    
    $
    0.45
    
    
    $
    0.39DILUTED EARNINGS PER COMMON SHARE
    
    $
    0.44
    
    
    $
    0.38WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  BASIC
    
    
    38,895
    
    
    
    36,642WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  DILUTED
    
    
    39,363
    
    
    
    37,392
  4




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LIFE TIME FITNESS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
(Unaudited)
 For the Three Months EndedMarch 31,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    17,404
    
    
    $
    14,134Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    16,590
    
    
    
    13,687Deferred income taxes
    
    
    3,252
    
    
    
    1,496Provision for doubtful accounts
    
    
    30
    
    
    
    (5
    )Loss on disposal of property and equipment, net
    
    
    831
    
    
    
    39Amortization of deferred financing costs
    
    
    235
    
    
    
    195Share-based compensation
    
    
    1,782
    
    
    
    1,818Excess tax benefit from stock option exercises
    
    
    (65
    )
    
    
    (916
    )Equity in earnings of affiliate
    
    
    (323
    )
    
    
    (316
    )Changes in operating assets and liabilities
    
    
    9,568
    
    
    
    8,848Other
    
    
    18
    
    
    
    47Net cash provided by operating activities
    
    
    49,322
    
    
    
    39,027CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment (excluding non-cash purchases supplementally noted below)
    
    
    (100,485
    )
    
    
    (84,146
    )Proceeds from sale of property and equipment
    
    
    392
    
    
    
    35Proceeds from property insurance settlement
    
    
    
    
    
    
    48Increase in other assets
    
    
    (7,215
    )
    
    
    (1,155
    )Decrease in restricted cash
    
    
    3,252
    
    
    
    29Net cash used in investing activities
    
    
    (104,056
    )
    
    
    (85,189
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from long-term borrowings
    
    
    
    
    
    
    105,000Repayments of long-term borrowings
    
    
    (2,415
    )
    
    
    (3,179
    )Proceeds from (repayments of) revolving credit facility, net
    
    
    54,200
    
    
    
    (57,700
    )Increase in deferred financing costs
    
    
    (310
    )
    
    
    (1,014
    )Excess tax benefit from stock option exercises
    
    
    65
    
    
    
    916Proceeds from stock option exercises
    
    
    299
    
    
    
    1,171Net cash provided by financing activities
    
    
    51,839
    
    
    
    45,194DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (2,895
    )
    
    
    (968
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    5,354
    
    
    
    6,880CASH AND CASH EQUIVALENTS  End of period
    
    $
    2,459
    
    
    $
    5,912SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash payments for interest, including capitalized interest of
$1,914 and $1,830, respectively
    
    $
    8,683
    
    
    $
    5,721Cash payments for income taxes
    
    $
    109
    
    
    $
    571SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:Purchase of property financed through capital
lease obligation
    
    $
    9,543
    
    
    $
    Purchases of property and equipment in accounts payable
    
    $
    4,957
    
    
    $
    273Non-cash share-based compensation capitalized to projects
under development
    
    $
    228
    
    
    $
    166
  5




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LIFE TIME FITNESS, INC. AND SUBSIDIARIES
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 (Table amounts in thousands, except share and per share data)
 1. Basis of Presentation
   2. Share-Based Compensation
   For the Three Months EndedMarch 31,2008
    
    
    2007Share-based compensation expense related to stock options
    
    $
    702
    
    
    $
    929Share-based compensation expense related to restricted shares
    
    
    1,050
    
    
    
    859Share-based compensation expense related to ESPP
    
    
    30
    
    
    
    30Total share-based compensation expense
    
    $
    1,782
    
    
    $
    1,818
 6




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WeightedAverageWeighted-
    
    RemainingAverage
    
    Contractual
    
    AggregateExercise
    
    Term (in
    
    IntrinsicOptions
    
    Shares
    
    Price
    
    years)
    
    ValueOutstanding at December 31, 2007
    
    
    1,208,267
    
    
    $
    21.17Granted
    
    
    
    
    
    
    Exercised
    
    
    (31,470
    )
    
    
    9.81Canceled
    
    
    
    
    
    
    Outstanding at March 31, 2008
    
    
    1,176,797
    
    
    $
    21.48
    
    
    
    6.3
    
    
    $
    11,451Vested or Expected to Vest at
March 31, 2008
    
    
    1,144,150
    
    
    $
    21.32
    
    
    
    6.3
    
    
    $
    11,313Exercisable at March 31, 2008
    
    
    833,147
    
    
    $
    19.20
    
    
    
    6.0
    
    
    $
    10,003
  (1)
 For the Three Months EndedMarch 31,2008
    
    2007Risk-free interest rate (2)
    
    
    
    
    
    
    4.7
    %Expected dividend yield
    
    
    
    
    
    
    Expected life in years (3)
    
    
    
    
    
    
    5Volatility (3)
    
    
    
    
    
    
    36.9
    %
 
 (1)
    
    Forfeitures are estimated based on historical experience and projected employee turnover.(2)
    
    Based on the five-year Treasury constant maturity interest rate with the term that is
consistent with the expected life of our stock options.(3)
    
    We estimate the expected life and volatility of stock options based on an average of the
expected lives and volatilities reported by a peer group of publicly traded companies.  7




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Range ofMarket PriceRestricted
    
    Per Share onShares
    
    Grant DateOutstanding at December 31, 2007
    
    
    302,345
    
    
    $
    24.75-53.95Granted
    
    
    356,574
    
    
    
    26.46Canceled
    
    
    (500
    )
    
    
    51.15Vested
    
    
    (67,296
    )
    
    
    24.75-53.95Outstanding at March 31, 2008
    
    
    591,123
    
    
    $
    26.29-53.95
    3. Earnings per Share
   For the Three MonthsEnded March 31,2008
    
    
    2007Net income
    
    $
    17,404
    
    
    $
    14,134Weighted average number of common shares outstanding  basic
    
    
    38,895
    
    
    
    36,642Effect of dilutive stock options
    
    
    299
    
    
    
    665Effect of dilutive restricted stock awards
    
    
    169
    
    
    
    85Weighted average number of common shares outstanding  diluted
    
    
    39,363
    
    
    
    37,392Basic earnings per common share
    
    $
    0.45
    
    
    $
    0.39Diluted earnings per common share
    
    $
    0.44
    
    
    $
    0.38
 8




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4. Operating Segments
   For the Three MonthsEnded March 31,2008
    
    
    2007Membership dues
    
    $
    119,648
    
    
    $
    100,528Enrollment fees
    
    
    6,533
    
    
    
    5,686Personal training
    
    
    28,581
    
    
    
    21,887Other in-center
    
    
    26,684
    
    
    
    22,010Other
    
    
    3,005
    
    
    
    2,990Total revenue
    
    $
    184,451
    
    
    $
    153,101
 5. Income Taxes
      9




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6. Supplementary Cash Flow Information
  For the Three MonthsEnded March 31,2008
    
    
    2007Accounts receivable
    
    $
    1,167
    
    
    $
    32Income tax receivable
    
    
    5,879
    
    
    
    1,013Inventories
    
    
    382
    
    
    
    (2,480
    )Prepaid expenses and other current assets
    
    
    2,790
    
    
    
    (2,574
    )Deferred membership origination costs
    
    
    (1,918
    )
    
    
    (2,958
    )Accounts payable
    
    
    (4,704
    )
    
    
    (219
    )Accrued expenses
    
    
    1,126
    
    
    
    10,527Deferred revenue
    
    
    4,421
    
    
    
    5,561Deferred rent
    
    
    301
    
    
    
    (54
    )Other liabilities
    
    
    124
    
    
    
    Changes in operating assets and liabilities
    
    $
    9,568
    
    
    $
    8,848
 7. Subsequent Event
  8. Commitments and Contingencies
 Litigation
 9. New Accounting Pronouncements
    10




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Item 2.
 MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
   Overview
 ®
  11




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Experience Life
   Critical Accounting Policies and Estimates
  12




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Results of Operations
  For the ThreeMonths EndedMarch 31,2008
    
    2007RevenueCenter revenueMembership dues
    
    
    64.9
    %
    
    
    65.7
    %Enrollment fees
    
    
    3.5
    
    
    
    3.7In-center revenue
    
    
    30.0
    
    
    
    28.6Total center revenue
    
    
    98.4
    
    
    
    98.0Other revenue
    
    
    1.6
    
    
    
    2.0Total revenue
    
    
    100.0
    
    
    
    100.0Operating expensesCenter operations
    
    
    58.3
    
    
    
    58.4Advertising and marketing
    
    
    5.1
    
    
    
    4.8General and administrative
    
    
    5.8
    
    
    
    6.9Other operating
    
    
    2.3
    
    
    
    2.2Depreciation and amortization
    
    
    9.0
    
    
    
    8.9Total operating expenses
    
    
    80.5
    
    
    
    81.2Income from operations
    
    
    19.5
    
    
    
    18.8Other income (expense)Interest expense, net
    
    
    (3.9
    )
    
    
    (3.6
    )Equity in earnings of affiliate
    
    
    0.2
    
    
    
    0.2Total other income (expense)
    
    
    (3.7
    )
    
    
    (3.4
    )Income before income taxes
    
    
    15.8
    
    
    
    15.4Provision for income taxes
    
    
    6.4
    
    
    
    6.2Net income
    
    
    9.4
    %
    
    
    9.2
    %Other financial and operating data:Average center revenue per membership
    
    $
    363
    
    
    $
    334Average in-center revenue per membership
    
    $
    111
    
    
    $
    98Centers open at end of period
    
    
    71
    
    
    
    60Number of memberships at end of period
    
    
    521,177
    
    
    
    474,364Total center
square footage at end of period (1)
    
    
    6,961,969
    
    
    
    5,802,627
 
 (1)
    
    The square footage presented in this table reflects fitness square footage which is the
best metric for the efficiencies of a facility. We exclude outdoor pool, outdoor play
areas, indoor/outdoor tennis elements and satellite facility square footage. 13




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Three Months Ended March 31, 2008, Compared to Three Months Ended March 31, 2007
 Total revenue.
  
    
    61.0% was from membership dues, which increased $19.1 million, or 19.0%, due to increased
memberships at new centers, junior membership programs and increased sales of value-added
memberships. Our number of memberships increased 9.9% to 521,177 at March 31, 2008 from
474,364 at March 31, 2007. Our membership growth of 9.9% was down from a membership growth
rate of 23.7% in first quarter 2007 primarily due to our anniversary of the acquisition of
seven leased centers in July 2006, our strategy to reduce memberships in centers where
memberships exceed our target capacity and the effects of a slower economy in the fourth
quarter of 2007 and the first quarter of 2008.
    
    36.3% was from in-center revenue, which increased $11.4 million primarily as a result of
our members increased use of our personal training, member activities, LifeCafe and LifeSpa
products and services. As a result of this in-center revenue growth and our focus on
broadening our offerings to our members, average in-center revenue per membership increased
from $98 for the three months ended March 31, 2007 to $111 for the three months ended March
31, 2008.
    
    2.7% was from enrollment fees, which are deferred until a center opens and recognized on
a straight-line basis over 36 months. Enrollment fees increased $0.8 million for the three
months ended March 31, 2008 to $6.5 million.
  Center operations expenses.
 Advertising and marketing expenses.
 General and administrative expenses.
 Other operating expenses.
 Depreciation and amortization.
 Interest expense, net.
 14




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Provision for income taxes.
 Net income.
 Liquidity and Capital Resources
 Liquidity
  Operating Activities
   Investing Activities
    For the Three MonthsEnded March 31,2008
    
    
    2007Cash purchases of property and equipment
    
    $
    100,485
    
    
    $
    84,146Non-cash
purchase of property financed through capital lease obligation
    
    
    9,543
    
    
    
    Non-cash
purchases of property and equipment in accounts payable
    
    
    4,957
    
    
    
    273Non-cash share-based compensation capitalized
to projects under development
    
    
    228
    
    
    
    166Total capital expenditures
    
    $
    115,213
    
    
    $
    84,585
 15




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For the Three MonthsEnded March 31,2008
    
    
    2007New center land, building and construction on clubs opened or to be
opened through the current year
    
    $
    76,322
    
    
    $
    53,353New center land, building and construction on clubs to be opened in
the next calendar year
    
    
    17,594
    
    
    
    17,586Acquisitions, updating existing centers and corporate infrastructure
    
    
    21,297
    
    
    
    13,646Total capital expenditures
    
    $
    115,213
    
    
    $
    84,585
   Financing Activities
     16




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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4. CONTROLS AND PROCEDURES
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Issuer Purchases of Equity Securities in First Quarter 2008
 Total Number of
    
    Maximum Number ofTotal Number
    
    Average
    
    Shares Purchased as
    
    Shares that May Yet beof Shares
    
    Price Paid
    
    Part of Publicly
    
    Purchased Under thePeriod
    
    Purchased
    
    per Share
    
    Announced Plan (1)
    
    Plan (1)January 1  31, 2008
    
    
    13,700
    
    
    $
    48.13
    
    
    
    13,700
    
    
    
    465,165February 1  29, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    465,165March 1  31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    465,165Total
    
    
    13,700
    
    
    $
    48.13
    
    
    
    13,700
    
    
    
    465,165
 
 (1)
    
    In June 2006, our Board of Directors authorized the repurchase of 500,000 shares of our
common stock from time to time in the open market or otherwise for the primary purpose of
offsetting the dilutive effect of shares issued pursuant to our Employee Stock Purchase Plan. 17




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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 Exhibits filed with this report
 ExhibitNo.
    
    Description
    
    Method of Filing3.1
    
    Amended and Restated Articles of
Incorporation of the Registrant
    
    Incorporated by
reference to Exhibit
3.1 to the
Registrants Form
10-Q for the quarter
ended June 30, 2004
(File No. 001-32230)3.2
    
    Amended and Restated Bylaws of the
Registrant
    
    Incorporated by
reference to
Exhibit 3.4 to
Amendment No. 2 to
the Registrants
Registration
Statement on Form S-1
(File No.
333-113764), filed
with the Commission
on May 21, 20044
    
    Specimen of Common Stock Certificate
    
    Incorporated by
reference to Exhibit
4 to Amendment No. 4
to the Registrants
Registration
Statement of Form S-1
(File No.
333-113764), filed
with the Commission
on June 23, 200410.1
    
    Amendment No. 1 to Second Amended and
Restated Credit Agreement, dated as
of January 24, 2008, among the
Company, U.S. Bank National
Association, as administrative agent
and lead arranger, J.P. Morgan
Securities, Inc. and Royal Bank of
Canada, as co-syndication agents, BMO
Capital Markets, as documentation
agent, and the banks party thereto
from time to time.
    
    Incorporated by
reference to Exhibit
10.37 to the
Registrants Form
10-K for the year
ended December 31,
2007 (File No.
001-32230)10.2
    
    Form of 2008 Key Executive Incentive
Compensation Plan
    
    Incorporated by
reference to
Item 10.1 to the
Registrants Form 8-K
dated March 14, 2008
(File No. 001-32230)10.3
    
    Form of 2008 Restricted Stock
Agreement (Executive) for 2004
Long-Term Incentive Plan with
performance-based vesting component
    
    Incorporated by
reference to
Item 10.2 to the
Registrants Form 8-K
dated March 14, 2008
(File No. 001-32230)10.4
    
    Form of 2008 Restricted Stock Unit
Agreement issued to Bahram Akradi
    
    Incorporated by
reference to Item
10.3 to the
Registrants Form 8-K
dated March 14, 2008
(File No. 001-32230)31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification by Principal Executive
Officer
    
    Filed Electronically31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification by Principal Financial Officer
    
    Filed Electronically32
    
    Section 1350 Certifications
    
    Filed Electronically
 18




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##### Table of Contents



SIGNATURES
  LIFE TIME FITNESS, INC.By:
    /s/ Bahram AkradiName:
    Bahram AkradiTitle:
    Chairman of the Board of Directors and Chief Executive Officer

(Principal Executive Officer and Director)By:
    /s/ Michael R. RobinsonName:
    Michael R. RobinsonTitle:
    Executive Vice President and Chief Financial Officer

(Principal Financial Officer)By:
    /s/ John M. HugoName:
    John M. HugoTitle:
    Vice President and Corporate Controller

(Principal Accounting Officer) 19




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNo.
    
    Description
    
    Method of Filing3.1
    
    Amended and Restated Articles of
Incorporation of the Registrant
    
    Incorporated by
reference to Exhibit
3.1 to the
Registrants Form
10-Q for the quarter
ended June 30, 2004
(File No. 001-32230)3.2
    
    Amended and Restated Bylaws of the
Registrant
    
    Incorporated by
reference to
Exhibit 3.4 to
Amendment No. 2 to
the Registrants
Registration
Statement on Form S-1
(File No.
333-113764), filed
with the Commission
on May 21, 20044
    
    Specimen of Common Stock Certificate
    
    Incorporated by
reference to Exhibit
4 to Amendment No. 4
to the Registrants
Registration
Statement of Form S-1
(File No.
333-113764), filed
with the Commission
on June 23, 200410.1
    
    Amendment No. 1 to Second Amended and
Restated Credit Agreement, dated as
of January 24, 2008, among the
Company, U.S. Bank National
Association, as administrative agent
and lead arranger, J.P. Morgan
Securities, Inc. and Royal Bank of
Canada, as co-syndication agents, BMO
Capital Markets, as documentation
agent, and the banks party thereto
from time to time.
    
    Incorporated by
reference to Exhibit
10.37 to the
Registrants Form
10-K for the year
ended December 31,
2007 (File No.
001-32230)10.2
    
    Form of 2008 Key Executive Incentive
Compensation Plan
    
    Incorporated by
reference to
Item 10.1 to the
Registrants Form 8-K
dated March 14, 2008
(File No. 001-32230)10.3
    
    Form of 2008 Restricted Stock
Agreement (Executive) for 2004
Long-Term Incentive Plan with
performance-based vesting component
    
    Incorporated by
reference to
Item 10.2 to the
Registrants Form 8-K
dated March 14, 2008
(File No. 001-32230)10.4
    
    Form of 2008 Restricted Stock Unit
Agreement issued to Bahram Akradi
    
    Incorporated by
reference to Item
10.3 to the
Registrants Form 8-K
dated March 14, 2008
(File No. 001-32230)31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification by Principal Executive
Officer
    
    Filed Electronically31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification by Principal Financial Officer
    
    Filed Electronically32
    
    Section 1350 Certifications
    
    Filed Electronically
 20