##### 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, 2009
 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)
    
    41-1689746
(I.R.S. Employer
Identification No.)2902 Corporate Place 
Chanhassen, Minnesota
(Address of principal executive offices)
    
    55317
(Zip Code)
 952-947-0000
 
 þ o
 o 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, 2009 and December 31, 2008 (unaudited)
    
    
    3Consolidated Statements of Operations for the Three Months Ended March 31, 2009 and
2008 (unaudited)
    
    
    4Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and
2008 (unaudited)
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4.
    
    Controls and Procedures
    
    
    19PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    19Item 1A.
    
    Risk Factors
    
    
    19Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3.
    
    Defaults Upon Senior Securities
    
    
    20Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    20Item 5.
    
    Other Information
    
    
    20Item 6.
    
    Exhibits
    
    
    20SIGNATURES
    
    
    21EX-10.1EX-31.1EX-31.2EX-32




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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)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    10,576
    
    
    $
    10,829Accounts receivable, net
    
    
    3,477
    
    
    
    6,114Inventories and center operating supplies
    
    
    14,126
    
    
    
    14,632Prepaid expenses and other current assets
    
    
    14,265
    
    
    
    10,994Deferred membership origination costs
    
    
    20,976
    
    
    
    19,877Deferred income taxes
    
    
    1,668
    
    
    
    1,365Total current assets
    
    
    65,088
    
    
    
    63,811PROPERTY AND EQUIPMENT, net
    
    
    1,523,265
    
    
    
    1,515,957RESTRICTED CASH
    
    
    3,792
    
    
    
    3,936DEFERRED MEMBERSHIP ORIGINATION COSTS
    
    
    14,205
    
    
    
    14,210OTHER ASSETS
    
    
    50,933
    
    
    
    49,789TOTAL ASSETS
    
    $
    1,657,283
    
    
    $
    1,647,703LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    10,712
    
    
    $
    10,335Accounts payable
    
    
    14,224
    
    
    
    14,842Construction accounts payable
    
    
    43,347
    
    
    
    63,418Accrued expenses
    
    
    54,585
    
    
    
    46,230Deferred revenue
    
    
    39,251
    
    
    
    36,098Total current liabilities
    
    
    162,119
    
    
    
    170,923LONG-TERM DEBT, net of current portion
    
    
    703,704
    
    
    
    702,569DEFERRED RENT LIABILITY
    
    
    27,274
    
    
    
    27,925DEFERRED INCOME TAXES
    
    
    51,502
    
    
    
    51,982DEFERRED REVENUE
    
    
    13,050
    
    
    
    13,719OTHER LIABILITIES
    
    
    28,860
    
    
    
    27,684Total liabilities
    
    
    986,509
    
    
    
    994,802COMMITMENTS AND CONTINGENCIES (Note 7)SHAREHOLDERS EQUITY:Undesignated preferred stock, 10,000,000
shares authorized; none issued or
outstanding
    
    
    
    
    
    
    Common stock, $.02 par value, 50,000,000
shares authorized; 40,267,837 and
39,612,775 shares issued and outstanding,
respectively
    
    
    806
    
    
    
    793Additional paid-in capital
    
    
    387,424
    
    
    
    385,095Retained earnings
    
    
    286,825
    
    
    
    271,711Accumulated other comprehensive loss
    
    
    (4,281
    )
    
    
    (4,698
    )Total shareholders equity
    
    
    670,774
    
    
    
    652,901TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,657,283
    
    
    $
    1,647,703
  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 31,2009
    
    
    2008REVENUE:Membership dues
    
    $
    137,397
    
    
    $
    119,648Enrollment fees
    
    
    6,473
    
    
    
    6,533In-center revenue
    
    
    59,302
    
    
    
    55,265Total center revenue
    
    
    203,172
    
    
    
    181,446Other revenue
    
    
    3,262
    
    
    
    3,005Total revenue
    
    
    206,434
    
    
    
    184,451OPERATING EXPENSES:Center operations
    
    
    126,974
    
    
    
    107,580Advertising and marketing
    
    
    8,298
    
    
    
    9,498General and administrative
    
    
    11,708
    
    
    
    10,672Other operating
    
    
    4,887
    
    
    
    4,095Depreciation and amortization
    
    
    22,064
    
    
    
    16,590Total operating expenses
    
    
    173,931
    
    
    
    148,435Income from operations
    
    
    32,503
    
    
    
    36,016OTHER INCOME (EXPENSE):Interest expense, net of interest income of $139 and $71, respectively
    
    
    (7,474
    )
    
    
    (7,211
    )Equity in earnings of affiliate
    
    
    337
    
    
    
    323Total other income (expense)
    
    
    (7,137
    )
    
    
    (6,888
    )INCOME BEFORE INCOME TAXES
    
    
    25,366
    
    
    
    29,128PROVISION FOR INCOME TAXES
    
    
    10,252
    
    
    
    11,724NET INCOME
    
    $
    15,114
    
    
    $
    17,404BASIC EARNINGS PER COMMON SHARE
    
    $
    0.39
    
    
    $
    0.45DILUTED EARNINGS PER COMMON SHARE
    
    $
    0.38
    
    
    $
    0.44WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  BASIC
    
    
    39,226
    
    
    
    38,895WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  DILUTED
    
    
    39,392
    
    
    
    39,363
  4




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LIFE TIME FITNESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 For the Three Months EndedMarch 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    15,114
    
    
    $
    17,404Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    22,064
    
    
    
    16,590Deferred income taxes
    
    
    303
    
    
    
    3,252Provision for doubtful accounts
    
    
    106
    
    
    
    30Loss on disposal of property and equipment, net
    
    
    119
    
    
    
    831Amortization of deferred financing costs
    
    
    669
    
    
    
    235Share-based compensation
    
    
    2,234
    
    
    
    1,782Excess tax benefit related to share-based payment arrangements
    
    
    
    
    
    
    (65
    )Equity in earnings of affiliate
    
    
    (337
    )
    
    
    (323
    )Changes in operating assets and liabilities
    
    
    8,218
    
    
    
    9,568Other
    
    
    1,170
    
    
    
    18Net cash provided by operating activities
    
    
    49,660
    
    
    
    49,322CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (48,900
    )
    
    
    (100,485
    )Proceeds from sale of property and equipment
    
    
    4
    
    
    
    392Increase in other assets
    
    
    (1,634
    )
    
    
    (7,215
    )Decrease in restricted cash
    
    
    144
    
    
    
    3,252Net cash used in investing activities
    
    
    (50,386
    )
    
    
    (104,056
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from long-term borrowings
    
    
    4,813
    
    
    
    Repayments of long-term borrowings
    
    
    (3,694
    )
    
    
    (2,415
    )Proceeds from (repayments of) revolving credit facility, net
    
    
    (300
    )
    
    
    54,200Increase in deferred financing costs
    
    
    (346
    )
    
    
    (310
    )Excess tax benefit related to share-based payment arrangements
    
    
    
    
    
    
    65Proceeds from stock option exercises
    
    
    
    
    
    
    299Net cash provided by financing activities
    
    
    473
    
    
    
    51,839DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (253
    )
    
    
    (2,895
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    10,829
    
    
    
    5,354CASH AND CASH EQUIVALENTS  End of period
    
    $
    10,576
    
    
    $
    2,459
  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 31,2009
    
    
    2008Share-based compensation expense related to stock options
    
    $
    541
    
    
    $
    702Share-based compensation expense related to restricted shares
    
    
    1,663
    
    
    
    1,050Share-based compensation expense related to ESPP
    
    
    30
    
    
    
    30Total share-based compensation expense
    
    $
    2,234
    
    
    $
    1,782
 6




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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)
  WeightedAverageWeighted-
    
    Remaining
    
    AggregateStock
    
    Average
    
    Contractual Term
    
    IntrinsicOptions
    
    Exercise Price
    
    (in years)
    
    ValueOutstanding at December 31, 2008
    
    
    980,929
    
    
    $
    21.65Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    (2,354
    )
    
    $
    31.06Outstanding at March 31, 2009
    
    
    978,575
    
    
    $
    21.63
    
    
    
    5.4
    
    
    $
    632Vested or Expected to Vest at March 31, 2009
    
    
    970,815
    
    
    $
    21.56
    
    
    
    5.4
    
    
    $
    632Exercisable at March 31, 2009
    
    
    897,737
    
    
    $
    20.85
    
    
    
    5.3
    
    
    $
    632
     Range of MarketRestricted
    
    Price Per Share onShares
    
    Grant DateOutstanding at December 31, 2008
    
    
    487,203
    
    
    $
    14.31-53.95Granted
    
    
    657,315
    
    
    
    9.72Canceled
    
    
    (2,253
    )
    
    
    14.31-49.06Vested
    
    
    (100,136
    )
    
    
    14.31-53.95Outstanding at March 31, 2009
    
    
    1,042,129
    
    
    $
    9.72-53.95
   7




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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)
  3. Subsequent Event
  4. Earnings per Share
   For the Three MonthsEnded March 31,2009
    
    
    2008Net income
    
    $
    15,114
    
    
    $
    17,404Weighted average number of common shares outstanding  basic
    
    
    39,226
    
    
    
    38,895Effect of dilutive stock options
    
    
    81
    
    
    
    299Effect of dilutive restricted stock awards
    
    
    85
    
    
    
    169Weighted average number of common shares outstanding  diluted
    
    
    39,392
    
    
    
    39,363Basic earnings per common share
    
    $
    0.39
    
    
    $
    0.45Diluted earnings per common share
    
    $
    0.38
    
    
    $
    0.44
 8




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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)
 5. Operating Segments
   For the Three MonthsEnded March 31,2009
    
    
    2008Membership dues
    
    $
    137,397
    
    
    $
    119,648Enrollment fees
    
    
    6,473
    
    
    
    6,533Personal training
    
    
    29,142
    
    
    
    28,581Other in-center
    
    
    30,160
    
    
    
    26,684Other
    
    
    3,262
    
    
    
    3,005Total revenue
    
    $
    206,434
    
    
    $
    184,451
 6. Supplementary Cash Flow Information
  For the Three MonthsEnded March 31,2009
    
    
    2008Accounts receivable
    
    $
    2,531
    
    
    $
    1,167Income tax receivable
    
    
    
    
    
    
    5,879Inventories and center operating supplies
    
    
    506
    
    
    
    382Prepaid expenses and other current assets
    
    
    (2,570
    )
    
    
    2,790Deferred membership origination costs
    
    
    (1,095
    )
    
    
    (1,918
    )Accounts payable
    
    
    (2,474
    )
    
    
    (4,704
    )Accrued expenses
    
    
    8,308
    
    
    
    1,126Deferred revenue
    
    
    2,485
    
    
    
    4,421Deferred rent
    
    
    (651
    )
    
    
    301Other liabilities
    
    
    1,178
    
    
    
    124Changes in operating assets and liabilities
    
    $
    8,218
    
    
    $
    9,568
    9




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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)
 7. Commitments and Contingencies
 Litigation
 8. Recent Accounting Pronouncements
 Disclosures About Derivative Instruments and Hedging Activities  an
amendment of SFAS No. 133
 Interim Disclosures about Fair Value of Financial Instruments
 Fair Value Measurements
 9. Derivative Instruments and Fair Value Measurements
   Accounting for
Derivative Instruments and Hedging Activities
 10




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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)
    
  11




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Item 2.
 MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
   Overview
    12




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Experience
Life
   Critical Accounting Policies and Estimates
   13




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##### Table of Contents



Results of Operations
  For the Three Months EndedMarch 31,2009
    
    
    2008RevenueCenter revenueMembership dues
    
    
    66.6
    %
    
    
    64.9
    %Enrollment fees
    
    
    3.1
    
    
    
    3.5In-center revenue
    
    
    28.7
    
    
    
    30.0Total center revenue
    
    
    98.4
    
    
    
    98.4Other revenue
    
    
    1.6
    
    
    
    1.6Total revenue
    
    
    100.0
    
    
    
    100.0Operating expensesCenter operations
    
    
    61.5
    
    
    
    58.3Advertising and marketing
    
    
    4.0
    
    
    
    5.1General and administrative
    
    
    5.7
    
    
    
    5.8Other operating
    
    
    2.4
    
    
    
    2.3Depreciation and amortization
    
    
    10.7
    
    
    
    9.0Total operating expenses
    
    
    84.3
    
    
    
    80.5Income from operations
    
    
    15.7
    
    
    
    19.5Other income (expense)Interest expense, net
    
    
    (3.6
    )
    
    
    (3.9
    )Equity in earnings of affiliate
    
    
    0.2
    
    
    
    0.2Total other income (expense)
    
    
    (3.4
    )
    
    
    (3.7
    )Income before income taxes
    
    
    12.3
    
    
    
    15.8Provision for income taxes
    
    
    5.0
    
    
    
    6.4Net income
    
    
    7.3
    %
    
    
    9.4
    %Other financial and operating data:Comparable center revenue growth
    
    
    (2.7
    )%
    
    
    4.3
    %Average revenue per membership
    
    $
    352
    
    
    $
    363Average in-center revenue per membership
    
    $
    103
    
    
    $
    111EBITDA (in thousands)
    
    $
    54,904
    
    
    $
    52,929EBITDA margin
    
    
    26.6
    %
    
    
    28.7
    %Capital expenditures (in thousands)
    
    $
    48,900
    
    
    $
    100,485Centers open at end of period
    
    
    83
    
    
    
    71Number of memberships at end of period
    
    
    599,919
    
    
    
    521,177Total center square footage at end of period (1)
    
    
    8,333,579
    
    
    
    6,961,969
 
 (1)
    
    The square footage presented in this table reflects fitness square footage which is the best
metric for the efficiencies of a facility. In a few of our centers, we sublease space to third
parties who operate our pro shop, salon or climbing wall or to hospitals or chiropractors that
use the space to provide physical therapy. The square footage figures include those subleased
areas. The square footage figures exclude areas used for tennis courts and outdoor swimming
pools. These figures are approximations. 14




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Three Months Ended March 31, 2009, Compared to Three Months Ended March 31, 2008
 Total revenue.
  
    
    81.7% was from membership dues, which increased $17.8 million, or 14.8%, due to increased
memberships at new centers, junior membership programs and increased sales of 26-and-under
memberships. Our number of memberships increased 15.1% to 599,919 at March 31, 2009 from
521,177 at March 31, 2008. Our membership growth of 15.1% was up from a membership growth
rate of 9.9% in first quarter 2008 primarily due to new center growth and included new, lower
priced membership offerings introduced in the second half of 2008.
    
    18.6% was from in-center revenue, which increased $4.0 million primarily as a
result of
increased sales of our member activities, LifeCafe products and services and personal
training. Average in-center revenue per membership decreased from $111 for the three months
ended March 31, 2008 to $103 for the three months ended March 31, 2009. We began to see
slower in-center revenue growth in the second half of 2008 and first three months of 2009 due
to worsening economic conditions.
    
    (0.3)% was from enrollment fees, which are deferred until a center opens and recognized
on a straight-line basis over 30 months, our average life of a member. Since fourth quarter
of 2008, the average life has been 30 months. For the second and third quarters of 2008, it
was 33 months, and for the first quarter of 2008 and prior, it was 36 months. Enrollment
fees decreased by less than $0.1 million for the three months ended March 31, 2009 to $6.5 million. In
2008 and the first quarter of 2009, we lowered our enrollment fees to stimulate new
membership demand.
  Center operations expenses.
 Advertising and marketing expenses.
 General and administrative expenses.
 Other operating expenses.
 15




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Depreciation and amortization.
 Interest expense, net.
 Provision for income taxes.
 Net income.
 Liquidity and Capital Resources
 Liquidity
   March 31,
    
    
    December 31,2009
    
    
    2008DebtLong-term
    
    $
    703,704
    
    
    $
    702,569Current maturities of long-term
    
    
    10,712
    
    
    
    10,335Total debt
    
    
    714,416
    
    
    
    712,904Shareholders EquityCommon stock
    
    
    806
    
    
    
    793Additional paid-in capital
    
    
    387,424
    
    
    
    385,095Retained earnings
    
    
    286,825
    
    
    
    271,711Accumulated other comprehensive loss
    
    
    (4,281
    )
    
    
    (4,698
    )Total shareholders equity
    
    
    670,774
    
    
    
    652,901Total capitalization
    
    $
    1,385,190
    
    
    $
    1,365,805
 16




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March 31,
    
    December 31,2009
    
    2008Fixed-rate debt as a percent of total debt
    
    
    54.7
    %
    
    
    54.6
    %Weighted-average annual interest rate of total debt
    
    
    4.0
    %
    
    
    4.5
    %Total debt (net of cash) as a percent of total capitalization
(total debt (net of cash) and total shareholders equity)
    
    
    51.2
    %
    
    
    51.8
    %Cash provided by operating activities (trailing twelve months) as a percent of total debt
    
    
    25.7
    %
    
    
    25.7
    %
 Operating Activities
   Investing Activities
    For the Three MonthsEnded March 31,2009
    
    
    2008Purchases of property and equipment
    
    $
    48,900
    
    
    $
    100,485Non-cash property and equipment financed through capital lease obligations
    
    
    
    
    
    
    9,543Changes in construction accounts payable and accounts payable realted to property and equipment
    
    
    (19,470
    )
    
    
    4,957Non-cash share-based compensation capitalized to projects under development
    
    
    153
    
    
    
    228Total capital expenditures
    
    $
    29,583
    
    
    $
    115,213
  New center building and construction on clubs opened or to be opened in 2009
    
    $
    15,921New center building and construction on clubs to be opened in 2010 and beyond
    
    
    6,796Updating existing centers and corporate infrastructure
    
    
    6,866Total capital expenditures
    
    $
    29,583
  17




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##### Table of Contents



Financing Activities
   March 31,
    
    
    December 31,2009
    
    
    2008Term notes payable to insurance company, monthly interest and principal payments totaling $1,273 including interest at 8.25% to June 2011
    
    $
    110,290
    
    
    $
    111,812Revolving credit facility, interest only due monthly at interest rates ranging from LIBOR plus 0.625% to 1.50% or base plus 0.0%, facility expires May 2012
    
    
    414,300
    
    
    
    414,600Term notes payable with monthly interest and principal payments totaling $632 including interest at 6.03% to February 2017
    
    
    102,405
    
    
    
    102,752Other
    
    
    67,953
    
    
    
    64,056Total debt (excluding obligations under capital leases)
    
    
    694,948
    
    
    
    693,220Obligations under capital leases
    
    
    19,468
    
    
    
    19,684Total debt
    
    
    714,416
    
    
    
    712,904Less current maturities
    
    
    10,712
    
    
    
    10,335Total long-term debt
    
    $
    703,704
    
    
    $
    702,569
 Revolving Credit Facility
   New Long-Term Debt
  Debt Covenants
   Actual as of
    
    Actual as ofCovenant
    
    Requirement
    
    March 31, 2009
    
    December 31, 2008Total Consolidated Debt to EBITDAR
    
    Not more than 4.0 to 1.0
    
    3.54 to 1.0
    
    3.51 to 1.0Senior Debt to EBITDA
    
    Not more than 3.25 to 1.0
    
    2.20 to 1.0
    
    2.22 to 1.0Fixed Charge Coverage Ratio
    
    Not less than 1.60
    
    2.97 to 1.0
    
    3.16 to 1.0
  18




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##### Table of Contents



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 2009
 Total Number of
    
    Maximum Number ofShares Purchased as
    
    Shares that May YetTotal Number of
    
    Average Price Paid
    
    Part of Publicly
    
    be Purchased UnderPeriod
    
    Shares Purchased
    
    per Share
    
    Announced Plan (1)
    
    the Plan (1)January 1  31, 2009
    
    
    43,274
    
    
    $
    13.57
    
    
    
    43,274
    
    
    
    399,382February 1  28, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    399,382March 1  31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    399,382Total
    
    
    43,274
    
    
    $
    13.57
    
    
    
    43,274
    
    
    
    399,382
 
 (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. 19




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##### Table of Contents



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
 Exhibit No.
    
    Description
    
    Method of Filing3.1
    
    Amended and Restated Articles of
Incorporation, as amended
    
    Incorporated by
reference to
Exhibit 3.1 to Form
8-K dated April 20,
2009 (File No.
001-32230)3.2
    
    Amended and Restated Bylaws
    
    Incorporated by
reference to
Exhibit 3.4 to
Amendment No. 2 to
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
Registration
Statement of Form
S-1 (File No.
333-113764), filed
with the Commission
on June 23, 200410.1
    
    Form of 2009 Restricted Stock Agreement
(Executive) for 2004 Long-Term Incentive
Plan with performance-based vesting
component
    
    Filed Electronically31.1
    
    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 and Accounting Officer
    
    Filed Electronically32
    
    Section 1350 Certifications
    
    Filed Electronically
 20




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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) 21




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit No.
    
    Description
    
    Method of Filing3.1
    
    Amended and Restated Articles of
Incorporation, as amended
    
    Incorporated by
reference to
Exhibit 3.1 to Form
8-K dated April 20,
2009 (File No.
001-32230)3.2
    
    Amended and Restated Bylaws
    
    Incorporated by
reference to
Exhibit 3.4 to
Amendment No. 2 to
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
Registration
Statement of Form
S-1 (File No.
333-113764), filed
with the Commission
on June 23, 200410.1
    
    Form of 2009 Restricted Stock Agreement
(Executive) for 2004 Long-Term Incentive
Plan with performance-based vesting
component
    
    Filed Electronically31.1
    
    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 and Accounting Officer
    
    Filed Electronically32
    
    Section 1350 Certifications
    
    Filed Electronically
 22