##### 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, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period fromto
 Commission File No. 001-32230
 
 Life Time Fitness, Inc.
 Minnesota
    
    41-1689746(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)6442 City West Parkway
    
    55344Eden Prairie, Minnesota
    
    (Zip Code)(Address of principal executive offices)
 952-947-0000
 
 þ o
  þ o o
 o þ




---



##### 



TABLE OF CONTENTS
 PagePART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Balance Sheets as of March 31, 2007 and December 31, 2006 (unaudited)
    
    
    3Consolidated Statements of Operations for the Three Months Ended March 31, 2007 and
2006 (unaudited)
    
    
    4Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and
2006 (unaudited)
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    16Item 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
    
    
    17Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17Item 5.
    
    Other Information
    
    
    17Item 6.
    
    Exhibits
    
    
    18SIGNATURES
    
    
    19Certification of Principal Executive OfficerCertification of Principal Financial and Accounting OfficerSection 1350 Certifications




---



##### 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 31,2007
    
    
    2006ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    5,912
    
    
    $
    6,880Accounts receivable, net
    
    
    2,288
    
    
    
    2,320Inventories
    
    
    11,253
    
    
    
    8,773Prepaid expenses and other current assets
    
    
    11,775
    
    
    
    9,201Deferred membership origination costs
    
    
    14,185
    
    
    
    12,575Income tax receivable
    
    
    
    
    
    
    97Total current assets
    
    
    45,413
    
    
    
    39,846PROPERTY AND EQUIPMENT, net
    
    
    972,327
    
    
    
    902,122RESTRICTED CASH
    
    
    4,709
    
    
    
    4,738DEFERRED MEMBERSHIP ORIGINATION COSTS
    
    
    12,223
    
    
    
    10,875OTHER ASSETS
    
    
    32,385
    
    
    
    30,095TOTAL ASSETS
    
    $
    1,067,057
    
    
    $
    987,676LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    13,534
    
    
    $
    15,228Accounts payable
    
    
    9,167
    
    
    
    8,878Construction accounts payable
    
    
    48,498
    
    
    
    49,285Accrued expenses
    
    
    56,563
    
    
    
    37,191Deferred revenue
    
    
    34,354
    
    
    
    29,773Total current liabilities
    
    
    162,116
    
    
    
    140,355LONG-TERM DEBT, net of current portion
    
    
    420,166
    
    
    
    374,327DEFERRED RENT LIABILITY
    
    
    25,662
    
    
    
    25,716DEFERRED INCOME TAXES
    
    
    31,235
    
    
    
    38,584DEFERRED REVENUE
    
    
    16,897
    
    
    
    15,917OTHER LIABILITIES
    
    
    264
    
    
    
    264Total liabilities
    
    
    656,340
    
    
    
    595,163COMMITMENTS 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; 37,040,620 and
36,817,199 shares issued and outstanding,
respectively
    
    
    741
    
    
    
    737Additional paid-in capital
    
    
    263,972
    
    
    
    259,905Retained earnings
    
    
    146,004
    
    
    
    131,871Total shareholders equity
    
    
    410,717
    
    
    
    392,513TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,067,057
    
    
    $
    987,676
  3




---



##### Table of Contents



LIFE TIME FITNESS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 For the Three Months EndedMarch 31,2007
    
    
    2006REVENUE:Membership dues
    
    $
    100,528
    
    
    $
    75,799Enrollment fees
    
    
    5,686
    
    
    
    5,083In-center revenue
    
    
    43,897
    
    
    
    32,334Total center revenue
    
    
    150,111
    
    
    
    113,216Other revenue
    
    
    2,990
    
    
    
    2,209Total revenue
    
    
    153,101
    
    
    
    115,425OPERATING EXPENSES:Center operations
    
    
    89,492
    
    
    
    65,093Advertising and marketing
    
    
    7,369
    
    
    
    5,839General and administrative
    
    
    10,488
    
    
    
    8,815Other operating
    
    
    3,324
    
    
    
    2,987Depreciation and amortization
    
    
    13,687
    
    
    
    11,519Total operating expenses
    
    
    124,360
    
    
    
    94,253Income from operations
    
    
    28,741
    
    
    
    21,172OTHER INCOME (EXPENSE):Interest expense, net of interest income of $44 and $69, respectively
    
    
    (5,528
    )
    
    
    (4,117
    )Equity in earnings of affiliate
    
    
    316
    
    
    
    243Total other income (expense)
    
    
    (5,212
    )
    
    
    (3,874
    )INCOME BEFORE INCOME TAXES
    
    
    23,529
    
    
    
    17,298PROVISION FOR INCOME TAXES
    
    
    9,395
    
    
    
    6,865NET INCOME
    
    $
    14,134
    
    
    $
    10,433BASIC EARNINGS PER COMMON SHARE
    
    $
    0.39
    
    
    $
    0.29DILUTED EARNINGS PER COMMON SHARE
    
    $
    0.38
    
    
    $
    0.28WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  BASIC
    
    
    36,642
    
    
    
    35,701WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  DILUTED
    
    
    37,392
    
    
    
    36,752
  4




---



##### Table of Contents



LIFE TIME FITNESS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 For the Three Months EndedMarch 31,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net Income
    
    $
    14,134
    
    
    $
    10,433Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    13,687
    
    
    
    11,519Deferred income taxes
    
    
    1,496
    
    
    
    85Loss on disposal of property and equipment, net
    
    
    39
    
    
    
    196Amortization of deferred financing costs
    
    
    195
    
    
    
    159Share-based compensation
    
    
    1,818
    
    
    
    1,210Excess tax benefit from stock option exercises
    
    
    (916
    )
    
    
    (5,331
    )Change in investment in unconsolidated subsidiary
    
    
    (316
    )
    
    
    (243
    )Changes in operating assets and liabilities
    
    
    8,848
    
    
    
    15,478Other
    
    
    42
    
    
    
    64Net cash provided by operating activities
    
    
    39,027
    
    
    
    33,570CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (84,146
    )
    
    
    (48,820
    )Proceeds from sale of property and equipment
    
    
    35
    
    
    
    20Proceeds from property insurance settlement
    
    
    48
    
    
    
    Increase in other assets
    
    
    (1,155
    )
    
    
    (212
    )Decrease in restricted cash
    
    
    29
    
    
    
    1,106Net cash used in investing activities
    
    
    (85,189
    )
    
    
    (47,906
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from long-term borrowings
    
    
    105,000
    
    
    
    Repayments on long-term borrowings
    
    
    (3,179
    )
    
    
    (3,656
    )Proceeds from (repayments on) revolving credit facility, net
    
    
    (57,700
    )
    
    
    3,400Increase in deferred financing costs
    
    
    (1,014
    )
    
    
    Excess tax benefit from stock option exercises
    
    
    916
    
    
    
    5,331Proceeds from exercise of stock options
    
    
    1,171
    
    
    
    7,129Net cash provided by financing activities
    
    
    45,194
    
    
    
    12,204DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (968
    )
    
    
    (2,132
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    6,880
    
    
    
    4,680CASH AND CASH EQUIVALENTS  End of period
    
    $
    5,912
    
    
    $
    2,548SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash payments for interest, including capitalized interest of
$1,830 and $877, respectively
    
    $
    5,721
    
    
    $
    4,558Cash payments for income taxes
    
    $
    571
    
    
    $
    74SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:Purchases of property and equipment in accounts payable
    
    $
    273
    
    
    $
    2,770
  5




---



##### Table of Contents



LIFE TIME FITNESS, INC. AND SUBSIDIARIES
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
   2. Share-Based Compensation
    Three Months Ended March 31,2007
    
    
    2006Share-based compensation expense related to stock options
    
    $
    929
    
    
    $
    895Share-based compensation expense related to restricted shares
    
    
    859
    
    
    
    315Share-based compensation expense related to ESPP
    
    
    30
    
    
    
    Total share-based compensation expense
    
    $
    1,818
    
    
    $
    1,210
 6




---



##### Table of Contents



WeightedAverageWeighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    IntrinsicExercise
    
    
    Term (in
    
    
    Value (inOptions
    
    Shares
    
    
    Price
    
    
    years)
    
    
    thousands)Outstanding on December 31, 2006
    
    
    1,724,599
    
    
    $
    20.15Granted
    
    
    2,477
    
    
    
    50.85Exercised
    
    
    (91,528
    )
    
    
    12.80Canceled
    
    
    (2,500
    )
    
    
    25.47Outstanding at March 31, 2007
    
    
    1,633,048
    
    
    $
    20.61
    
    
    
    7.1
    
    
    $
    50,305Vested or Expected to Vest at March
31, 2007
    
    
    1,568,400
    
    
    $
    20.45
    
    
    
    7.1
    
    
    $
    48,562Exercisable at March 31, 2007
    
    
    914,741
    
    
    $
    17.59
    
    
    
    6.6
    
    
    $
    30,938
   Three Months Ended March 31,Weighted Average Valuation Assumptions(1)
    
    2007
    
    2006Risk-free interest rate (2)
    
    
    4.7
    %
    
    Expected dividend yield
    
    
    
    
    
    Expected stock price volatility (3)
    
    
    36.9
    %
    
    Expected life of stock options (in years) (3)
    
    
    5
    
    
    
 
 (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 assumptions reported by a peer group of
publicly traded companies.   Restricted
    
    
    Range of MarketShares
    
    
    Price Per ShareOutstanding
    
    
    on Grant DateBalance  December 31, 2006
    
    
    210,894
    
    
    $
    24.75-50.82Granted
    
    
    134,450
    
    
    
    49.06-53.70Canceled
    
    
    (1,740
    )
    
    
    46.51Vested
    
    
    (10,625
    )
    
    
    24.75-46.51Balance  March 31, 2007
    
    
    332,979
    
    
    $
    24.75-53.70
 7




---



##### Table of Contents



3. Earnings per Share
  For the ThreeMonths EndedMarch 31,2007
    
    
    2006Net income
    
    $
    14,134
    
    
    $
    10,433Weighted average number of common shares outstanding  basic
    
    
    36,642
    
    
    
    35,701Effect of dilutive stock options and restricted stock awards
    
    
    750
    
    
    
    1,051Weighted average number of common shares outstanding  diluted
    
    
    37,392
    
    
    
    36,752Basic earnings per common share
    
    $
    0.39
    
    
    $
    0.29Diluted earnings per common share
    
    $
    0.38
    
    
    $
    0.28
 4. Operating Segments
  8




---



##### Table of Contents



Centers
    
    
    All Other
    
    
    ConsolidatedThree months ended March 31, 2007:Revenue
    
    $
    150,111
    
    
    $
    2,990
    
    
    $
    153,101Net income (loss)
    
    $
    15,776
    
    
    $
    (1,642
    )
    
    $
    14,134Provision (benefit) for income taxes
    
    
    10,490
    
    
    
    (1,095
    )
    
    
    9,395Interest expense, net
    
    
    4,192
    
    
    
    1,336
    
    
    
    5,528Depreciation and amortization
    
    
    12,012
    
    
    
    1,675
    
    
    
    13,687EBITDA
    
    $
    42,470
    
    
    $
    274
    
    
    $
    42,744Total assets
    
    $
    949,274
    
    
    $
    117,783
    
    
    $
    1,067,057Three months ended March 31, 2006:Revenue
    
    $
    113,216
    
    
    $
    2,209
    
    
    $
    115,425Net income (loss)
    
    $
    11,797
    
    
    $
    (1,364
    )
    
    $
    10,433Provision (benefit) for income taxes
    
    
    7,775
    
    
    
    (910
    )
    
    
    6,865Interest expense, net
    
    
    3,377
    
    
    
    740
    
    
    
    4,117Depreciation and amortization
    
    
    10,020
    
    
    
    1,499
    
    
    
    11,519EBITDA
    
    $
    32,969
    
    
    $
    (35
    )
    
    $
    32,934Total assets
    
    $
    667,622
    
    
    $
    87,488
    
    
    $
    755,110
 5. Income Taxes
     9




---



##### Table of Contents



6. Supplementary Cash Flow Information
  For the Three Months EndedMarch 31,2007
    
    
    2006Accounts receivable
    
    $
    32
    
    
    $
    2,606Income taxes receivable
    
    
    1,013
    
    
    
    6,706Inventories
    
    
    (2,480
    )
    
    
    (340
    )Prepaids and other current assets
    
    
    (2,574
    )
    
    
    (2,327
    )Deferred membership origination costs
    
    
    (2,958
    )
    
    
    (1,512
    )Accounts payable
    
    
    (219
    )
    
    
    (1,860
    )Accrued expenses
    
    
    10,527
    
    
    
    7,779Deferred revenue
    
    
    5,561
    
    
    
    4,276Deferred rent
    
    
    (54
    )
    
    
    150$
    8,848
    
    
    $
    15,478
 7. Commitments and Contingencies
 Litigation
 
 Item 2.
 MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
   10




---



##### Table of Contents



Overview
    Experience Life
  11




---



##### Table of Contents



Critical Accounting Policies and Estimates
   12




---



##### Table of Contents



Results of Operations
  For the Three Months EndedMarch 31,2007
    
    
    2006RevenueCenter revenue:Membership dues
    
    
    65.7
    %
    
    
    65.7
    %Enrollment fees
    
    
    3.7
    
    
    
    4.4In-center revenue
    
    
    28.6
    
    
    
    28.0Total center revenue
    
    
    98.0
    
    
    
    98.1Other revenue
    
    
    2.0
    
    
    
    1.9Total revenue
    
    
    100.0
    
    
    
    100.0Operating expensesCenter operations
    
    
    58.4
    
    
    
    56.4Advertising and marketing
    
    
    4.8
    
    
    
    5.1General and administrative
    
    
    6.9
    
    
    
    7.6Other operating
    
    
    2.2
    
    
    
    2.6Depreciation and amortization
    
    
    8.9
    
    
    
    10.0Total operating expenses
    
    
    81.2
    
    
    
    81.7Income from operations
    
    
    18.8
    
    
    
    18.3Other income (expense)Interest expense, net
    
    
    (3.6
    )
    
    
    (3.6
    )Equity in earnings of affiliate
    
    
    0.2
    
    
    
    0.2Total other income (expense)
    
    
    (3.4
    )
    
    
    (3.4
    )Income before income taxes
    
    
    15.4
    
    
    
    14.9Provision for income taxes
    
    
    6.2
    
    
    
    5.9Net income
    
    
    9.2
    %
    
    
    9.0
    %Other financial and operating data:Average center revenue per membership
    
    $
    334
    
    
    $
    313Average in-center revenue per membership
    
    $
    98
    
    
    $
    89Centers open at end of period
    
    
    60
    
    
    
    48Number of memberships at end of period
    
    
    474,364
    
    
    
    383,505
 Three Months Ended March 31, 2007, Compared to Three Months Ended March 31, 2006
 Total revenue.
  
    
    67.0% was from membership dues, which increased $24.7 million, due to increased
memberships at new and existing centers, junior membership programs and increased sales of
Sports and other value-added memberships.
    
    31.4% was from in-center revenue, which increased $11.6 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 to $98 for the three months ended March 31, 2007, from $89 for the three months
ended March 31, 2006.
 13




---



##### Table of Contents




    
    1.6% was from enrollment fees, which are deferred until a center opens and recognized on
a straight-line basis over 36 months. Enrollment fees increased $0.6 million for the three
months ended March 31, 2007 to $5.7 million. Our number of memberships increased 23.7% to
474,364 at March 31, 2007, from 383,505 at March 31, 2006.
  Center operations expenses.
 Advertising and marketing expenses.
 General and administrative expenses.
 Other operating expenses.
 Depreciation and amortization.
 Interest expense, net.
 Provision for income taxes.
 Net income.
 Liquidity and Capital Resources
 Liquidity
  14




---



##### Table of Contents



Operating Activities
   Investing Activities
    For the Three Months EndedMarch 31,2007
    
    
    2006(In thousands)Capital expenditures for new center land, building and construction
    
    $
    70,500
    
    
    $
    43,120Capital expenditures for updating existing centers and corporate
infrastructure
    
    
    13,646
    
    
    
    4,946Total capital expenditures
    
    $
    84,146
    
    
    $
    48,066
   Financing Activities
   15




---



##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  16




---



##### Table of Contents



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 2007
 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, 2007
    
    
    2,235
    
    
    $
    48.69
    
    
    
    2,235
    
    
    
    489,265February 1  28, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    489,265March 1  31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    489,265Total
    
    
    2,235
    
    
    $
    48.69
    
    
    
    2,235
    
    
    
    489,265
 
 (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. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  17




---



##### Table of Contents



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
    
    Loan Agreement dated January 24,
2007 among the Borrower, the
Company and Lender
    
    Incorporated by
reference to Item
10.1 to the
Registrants Form
8-K dated January
24, 2007 (File No.
001-32230)10.2
    
    Lease Agreement dated January 24,
2007 among Borrower and LTF Club
Operations Company, Inc.
    
    Incorporated by
reference to Item
10.2 to the
Registrants Form
8-K dated January
24, 2007 (File No.
001-32230)10.3
    
    Guaranty of the Loan Agreement
dated January 24, 2007 for the
benefit of Lender executed by the
Company
    
    Incorporated by
reference to Item
10.3 to the
Registrants Form
8-K dated January
24, 2007 (File No.
001-32230)10.4
    
    Lease Guaranty dated January 24,
2007 for the benefit of Borrower
executed by the Company
    
    Incorporated by
reference to Item
10.4 to the
Registrants Form
8-K dated January
24, 2007 (File No.
001-32230)10.5
    
    Form of 2007 Key Executive
Incentive Compensation Plan
    
    Incorporated by
reference to Item
10.1 to the
Registrants Form
8-K dated March 14,
2007 (File No.
001-32230)10.6
    
    Form of 2007 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,
2007 (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 and Accounting Officer
    
    Filed Electronically32
    
    Section 1350 Certifications
    
    Filed Electronically
 18




---



##### Table of Contents



SIGNATURES
  LIFE TIME FITNESS, INC.By:
    
    /s/ Bahram AkradiName: Bahram AkradiTitle: Chairman of the Board of Directors, President 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: Controller(Principal Accounting Officer)
 19




---



##### 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
    
    Loan Agreement dated January 24,
2007 among the Borrower, the
Company and Lender
    
    Incorporated by
reference to Item
10.1 to the
Registrants Form
8-K dated January
24, 2007 (File No.
001-32230)10.2
    
    Lease Agreement dated January 24,
2007 among Borrower and LTF Club
Operations Company, Inc.
    
    Incorporated by
reference to Item
10.2 to the
Registrants Form
8-K dated January
24, 2007 (File No.
001-32230)10.3
    
    Guaranty of the Loan Agreement
dated January 24, 2007 for the
benefit of Lender executed by the
Company
    
    Incorporated by
reference to Item
10.3 to the
Registrants Form
8-K dated January
24, 2007 (File No.
001-32230)10.4
    
    Lease Guaranty dated January 24,
2007 for the benefit of Borrower
executed by the Company
    
    Incorporated by
reference to Item
10.4 to the
Registrants Form
8-K dated January
24, 2007 (File No.
001-32230)10.5
    
    Form of 2007 Key Executive
Incentive Compensation Plan
    
    Incorporated by
reference to Item
10.1 to the
Registrants Form
8-K dated March 14,
2007 (File No.
001-32230)10.6
    
    Form of 2007 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,
2007 (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 and Accounting Officer
    
    Filed Electronically32
    
    Section 1350 Certifications
    
    Filed Electronically
 20