Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the CEO and Chief Financial Officer, has carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report. Based upon that evaluation, the CEO and Chief Financial Officer have concluded that, as of such date, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.
Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act during the fourth quarter of the year ending December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management's Annual Report on Internal Control over Financial Reporting
This Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Item 9B. OTHER INFORMATION
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be included in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information required by this item will be included in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be included in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
79
Table of Contents
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be included in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be included in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements (included in Item 8 of this Annual Report on Form 10-K):
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
2. Exhibits
All exhibits as set forth on the Exhibit Index.
Exhibit
Number Description of Exhibit Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation.
8-K 001-40887 3.1 10/12/2021
3.2 Third Amended and Restated Bylaws.
8-K 001-40887 3.2 10/12/2021
4.1 Indenture, dated as of January 22, 2021, by and between Life Time, Inc., as issuer, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent .
S-1 333-259495 4.1 9/13/2021
4.2 Indenture, dated as of February 5, 2021, by and between Life Time, Inc., as issuer, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee .
S-1 333-259495 4.2 9/13/2021
4.3 Description of Capital Stock.
Filed herewith
10.1 Ninth Amendment to the Credit Agreement, dated as of December 2, 2021, by and among LTF Intermediate Holdings, Inc., Life Time, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.
8-K 001-40887 10.1 12/6/2021
10.2 # The Executive Nonqualified Excess Plan.
S-1 333-259495 10.10 9/13/2021
10.3 # LTF Holdings, Inc. 2015 Equity Incentive Plan, as amended.
S-1 333-259495 10.11 9/13/2021
80
Table of Contents
Exhibit
Number Description of Exhibit Form File No. Exhibit Filing Date
10.4 # Forms of option agreements under the LTF Holdings, Inc. 2015 Equity Incentive Plan.
S-1 333-259495 10.12 9/13/2021
10.5 # Form of restricted stock unit agreement under LTF Holdings, Inc. 2015 Equity Incentive Plan.
S-1 333-259495 10.13 9/13/2021
10.6 # LTF Holdings, Inc. Non-Qualified Stock Option Agreement, dated October 6, 2015, by and between Bahram Akradi and LTF Holdings, Inc.
S-1 333-259495 10.14 9/13/2021
10.7 †# LTF Holdings, Inc. Preferred Restricted Stock Agreement, dated May 3, 2021, by and between Bahram Akradi and LTF Holdings, Inc.
S-1 333-259495 10.17 9/13/2021
10.8 # Life Time Group Holdings, Inc. 2021 Employee Stock Purchase Plan.
S-1 333-259495 10.18 9/29/2021
10.9 # Life Time Group Holdings, Inc. 2021 Incentive Award Plan.
S-1 333-259495 10.19 9/29/2021
10.10 # Form of option agreement under the Life Time Group Holdings, Inc. 2021 Incentive Award Plan.
S-1 333-259495 10.20 9/29/2021
10.11 # Form of restricted stock unit agreement under the Life Time Group Holdings, Inc. 2021 Incentive Award Plan.
S-1 333-259495 10.21 9/29/2021
10.12 # Life Time Group Holdings, Inc. Non-Employee Director Compensation Policy.
S-1 333-259495 10.22 9/13/2021
10.13 # Offer Letter, dated as of August 18, 2021, by and between Bahram Akradi and Life Time, Inc.
S-1 333-259495 10.27 9/13/2021
10.14 †# Employee Non-Competition Agreement, dated as of August 18, 2021, by and between Bahram Akradi and Life Time, Inc.
S-1 333-259495 10.32 9/13/2021
10.15 # Employment Agreement by and between Thomas E. Bergmann and Life Time Group Holdings, Inc., effective as October 12, 2021.
S-1 333-259495 10.28 9/13/2021
10.16 # Employment Agreement by and between Eric J. Buss and Life Time Group Holdings, Inc., effective as of October 12, 2021.
S-1 333-259495 10.29 9/13/2021
10.17 # Employment Agreement by and between Jeffrey G. Zwiefel and Life Time Group Holdings, Inc., effective as of October 12, 2021.
S-1 333-259495 10.30 9/13/2021
10.18 # Employment Agreement by and between RJ Singh and Life Time Group Holdings, Inc., effective as of October 12, 2021.
S-1 333-259495 10.31 9/13/2021
10.19 Form of Director and Officer Indemnification Agreement.
S-1 333-259495 10.33 9/13/2021
10.20 Third Amended and Restated Stockholders Agreement, dated October 6, 2021, among the Company and certain of its stockholders.
8-K 001-40887 10.1 10/12/2021
21.1 Subsidiaries of the Registrant.
Filed herewith
23.1 Consent of Deloitte & Touche LLP.
Filed herewith
24.1 Power of Attorney (included in the signature page to the Annual Report).
31.1 Certificate of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
Furnished herewith
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
Furnished herewith
81
Table of Contents
Exhibit
Number Description of Exhibit Form File No. Exhibit Filing Date
101. INS Inline XBRL Instance Document –– the Instance Document does not appear in the interactive data file because its XBRL tags are Embedded within the Inline XBRL Document. Filed herewith
101.SCH Inline XBRL Schema Document. Filed herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith
104 Cover Page Interactive Data File –– the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed herewith
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
# Management contract, plan, or arrangement.
Item 16. FORM 10-K SUMMARY
None.
82
Table of Contents
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) 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 Group Holdings, Inc.
Date: March 10, 2022 By: /s/ Thomas E. Bergmann
Thomas E. Bergmann
President & Chief Financial Officer
The undersigned directors and officers of Life Time Group Holdings, Inc. hereby constitute and appoint Bahram Akradi and Thomas E. Bergmann, and each of them, as the individual’s true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for the person and in his name, place and stead, in any and all capacities, to sign this report and any or all amendments, and all other documents in connection therewith to be filed with the SEC, granting unto said attorney in fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact as agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereto.
83
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Bahram Akradi Founder, Chairman & Chief Executive Officer
March 10, 2022
Bahram Akradi (Principal Executive Officer)
/s/ Thomas E. Bergmann
President & Chief Financial Officer March 10, 2022
Thomas E. Bergmann (Principal Financial Officer and Principal Accounting Officer)
/s/ Jimena Almendares Director March 9, 2022
Jimena Almendares
/s/ Joel Alsfine Director March 9, 2022
Joel Alsfine
/s/ Jonathan Coslet Director March 9, 2022
Jonathan Coslet
/s/ John G. Danhakl Director March 9, 2022
John G. Danhakl
/s/ J. Kristofer Galashan Director March 9, 2022
J. Kristofer Galashan
/s/ Paul Hackwell Director March 9, 2022
Paul Hackwell
/s/ David A. Landau Director March 9, 2022
David A. Landau
/s/ Stuart Lasher Director March 9, 2022
Stuart Lasher
/s/ Alejandro Santo Domingo Director March 9, 2022
Alejandro Santo Domingo
/s/ Andres Small Director March 9, 2022
Andres Small
84