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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 26, 2006
Life Time Fitness, Inc.
(Exact name of Registrant as specified in its charter)
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| Minnesota
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001-32230
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41-1689746 |
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| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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| 6442 City West Parkway |
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| Eden Prairie, Minnesota
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55344 |
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| (Address of principal executive offices)
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(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
Item 2.02. Results of Operations and Financial Condition.
On October 26, 2006, the Company reported its financial results for its fiscal quarter ended
September 30, 2006. See the Company’s press release dated October 26, 2006, 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 26, 2006 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:
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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; |
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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 |
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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:
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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; |
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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 |
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as the basis for incentive bonuses paid to selected members of senior and
center-level management. |
Financial Measures Excluding the Impact of Share-Based Compensation Expense. The Company
provides certain financial measures for the third quarter and first nine months of 2006, as well as
guidance for fiscal 2006 with respect to net income and diluted earnings per common share,
excluding the impact of share-based compensation expense. The Company’s management uses these
measures to monitor and evaluate operating results and trends and to gain an understanding of the
comparative operating performance of the Company. The Company believes these measures enable
investors to assess the Company’s performance on the same basis applied by management and to ease
comparisons of the Company’s operating performance from period to period and among other companies
that separately identify share-based compensation expenses.
Item 9.01. Financial Statements and Exhibits.
The following Exhibit is being furnished herewith:
99.1 Press Release Announcing Third Quarter 2006 Financial Results dated October 26,
2006.
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.
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LIFE TIME FITNESS, INC. |
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Date: October 26, 2006
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By
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/s/ Michael R. Robinson |
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Michael R. Robinson |
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Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit |
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Manner of Filing |
99.1
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Press Release Announcing Third Quarter 2006
Financial Results dated October 26, 2006.
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Filed Electronically |