1 unchanged sentence
Disclosure Controls and Procedures
−Removed: 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.
−Removed: 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.
−Removed: Internal Control over Financial Reporting
−Removed: 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.
+Added: Our management, with the participation of our CEO and Chief Financial Officer, has carried out an evaluation of the effectiveness of our 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.
+Added: Based upon that evaluation, our CEO and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
+Added: Changes in Internal Control over Financial Reporting
+Added: There were no changes in our 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 ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
−Removed: 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.
+Added: Management’s annual report on our internal control over financial reporting is included in Part II, Item 8 of this Annual Report.
+Added: Attestation Report of the Independent Registered Public Accounting Firm
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its attestation report, which is included in Part II, Item 8 of this Annual Report.
OTHER INFORMATION
16 unchanged sentences
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020
−Removed: Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2021, 2020 and 2019
+Added: Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020
2 unchanged sentences
All exhibits as set forth on the Exhibit Index.
+Added: Exhibit Index
Number Description of Exhibit Form File No.
9 unchanged sentences
4.3 Description of Capital Stock.
−Removed: Filed herewith
+Added: 10-K 001-40887 4.3 3/10/2022
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.
2 unchanged sentences
S-1 333-259495 10.10 9/13/2021
+Added: Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date
10.3 # LTF Holdings, Inc.
1 unchanged sentence
S-1 333-259495 10.11 9/13/2021
−Removed: Number Description of Exhibit Form File No.
−Removed: Exhibit Filing Date
−Removed: 10.4 # Forms of option agreements under the LTF Holdings, Inc.
+Added: 10.4 # Forms of Non-Quali fied Stock O ption A greements of LTF Holdings, Inc.
+Added: under the LTF Holdings, Inc.
2015 Equity Incentive Plan.
S-1 333-259495 10.12 9/13/2021
−Removed: 10.5 # Form of restricted stock unit agreement under LTF Holdings, Inc.
+Added: 10.5 # Form of R estricted S tock U nit Award A greement under LTF Holdings, Inc.
2015 Equity Incentive Plan.
12 unchanged sentences
S-1 333-259495 10.19 9/29/2021
−Removed: 10.10 # Form of option agreement under the Life Time Group Holdings, Inc.
+Added: 10.10 # Form of Stock O ption A greement under the Life Time Group Holdings, Inc.
2021 Incentive Award Plan.
S-1 333-259495 10.20 9/29/2021
−Removed: 10.11 # Form of restricted stock unit agreement under the Life Time Group Holdings, Inc.
+Added: 10.11 # Form of R estricted S tock U nit Award A greement under the Life Time Group Holdings, Inc.
2021 Incentive Award Plan.
10 unchanged sentences
S-1 333-259495 10.28 9/13/2021
+Added: 10.16 # Agreement and General Release by and between Thomas E.
+Added: Bergmann and Life Time Group Holdings, Inc., effective as of December 30, 2022 .
+Added: Filed herewith
+Added: 10.17 # Consulting Agreement by and between Thomas E.
+Added: Bergmann and Life Time, Inc., effective as of December 30, 2022 .
+Added: Filed herewith
10.18 # Employment Agreement by and between Eric J.
6 unchanged sentences
S-1 333-259495 10.31 9/13/2021
−Removed: 10.19 Form of Director and Officer Indemnification Agreement.
+Added: 10.21 # Employment Agreement by and between Parham Javaheri and Life Time Group Holdings, Inc., effective as of October 12, 2021.
+Added: 10-Q 001-40887 10.1 5/11/2022
+Added: 10.22 # Employment Agreement by and between Robert Houghton and Life Time Group Holdings, Inc., effective as of August 28, 2022 .
+Added: 8-K 001-40887 10.1 8/29/2022
+Added: 10.23 Form of Director and Officer Indemnification and Adva n cement Agreement.
S-1 333-259495 10.33 9/13/2021
1 unchanged sentence
8-K 001-40887 10.1 10/12/2021
+Added: Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date
21.1 Subsidiaries of the Registrant.
13 unchanged sentences
Furnished herewith
−Removed: Number Description of Exhibit Form File No.
−Removed: Exhibit Filing Date
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.
18 unchanged sentences
Life Time Group Holdings, Inc.
−Removed: March 10, 2022 By:
−Removed: /s/ Thomas E.
−Removed: President & Chief Financial Officer
+Added: March 8, 2023
+Added: /s/ Robert Houghton
+Added: Robert Houghton
+Added: Executive Vice President & Chief Financial Officer
The undersigned directors and officers of Life Time Group Holdings, Inc.
−Removed: hereby constitute and appoint Bahram Akradi and Thomas E.
−Removed: 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.
+Added: hereby constitute and appoint Bahram Akradi and Robert Houghton, 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.
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
−Removed: /s/ Bahram Akradi Founder, Chairman & Chief Executive Officer
−Removed: March 10, 2022
+Added: /s/ Bahram Akradi Founder, Chairman & Chief Executive Officer March 8, 2023
Bahram Akradi (Principal Executive Officer)
−Removed: /s/ Thomas E.
−Removed: President & Chief Financial Officer March 10, 2022
−Removed: Bergmann (Principal Financial Officer and Principal Accounting Officer)
+Added: /s/ Robert Houghton Executive Vice President & Chief Financial Officer March 8, 2023
+Added: Robert Houghton (Principal Financial Officer)
+Added: /s/ Erik Weaver Senior Vice President, Controller March 8, 2023
+Added: Erik Weaver (Principal Accounting Officer)
/s/ Jimena Almendares Director March 8, 2023
1 unchanged sentence
/s/ Joel Alsfine Director March 8, 2023
+Added: /s/ Donna Coallier Director March 8, 2023
+Added: Donna Coallier
/s/ Jonathan Coslet Director March 8, 2023
12 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.