Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
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. 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.
Changes in Internal Control over Financial Reporting
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
Management’s annual report on our internal control over financial reporting is included in Part II, Item 8 of this Annual Report.
Attestation Report of the Independent Registered Public Accounting Firm
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.
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 2023 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 2023 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 2023 Annual Meeting of Stockholders and is incorporated herein by reference.
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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 2023 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 2023 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, 2022 and 2021
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020
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
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
2. Exhibits
All exhibits as set forth on the Exhibit Index.
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.
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.
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
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Exhibit
Number Description of Exhibit Form File No. Exhibit Filing Date
10.3 # LTF Holdings, Inc. 2015 Equity Incentive Plan, as amended.
S-1 333-259495 10.11 9/13/2021
10.4 # Forms of Non-Quali fied Stock O ption A greements of LTF Holdings, Inc. under the LTF Holdings, Inc. 2015 Equity Incentive Plan.
S-1 333-259495 10.12 9/13/2021
10.5 # Form of R estricted S tock U nit Award A greement 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 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
10.11 # Form of R estricted S tock U nit Award A greement 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 # Agreement and General Release by and between Thomas E. Bergmann and Life Time Group Holdings, Inc., effective as of December 30, 2022 .
Filed herewith
10.17 # Consulting Agreement by and between Thomas E. Bergmann and Life Time, Inc., effective as of December 30, 2022 .
Filed herewith
10.18 # 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
10.19 # 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
10.20 # 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
10.21 # Employment Agreement by and between Parham Javaheri and Life Time Group Holdings, Inc., effective as of October 12, 2021.
10-Q 001-40887 10.1 5/11/2022
10.22 # Employment Agreement by and between Robert Houghton and Life Time Group Holdings, Inc., effective as of August 28, 2022 .
8-K 001-40887 10.1 8/29/2022
10.23 Form of Director and Officer Indemnification and Adva n cement Agreement.
S-1 333-259495 10.33 9/13/2021
10.24 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
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Exhibit
Number Description of Exhibit Form File No. Exhibit Filing Date
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
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.
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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 8, 2023
By: /s/ Robert Houghton
Robert Houghton
Executive Vice President & Chief Financial Officer
The undersigned directors and officers of Life Time Group Holdings, Inc. 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.
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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 8, 2023
Bahram Akradi (Principal Executive Officer)
/s/ Robert Houghton Executive Vice President & Chief Financial Officer March 8, 2023
Robert Houghton (Principal Financial Officer)
/s/ Erik Weaver Senior Vice President, Controller March 8, 2023
Erik Weaver (Principal Accounting Officer)
/s/ Jimena Almendares Director March 8, 2023
Jimena Almendares
/s/ Joel Alsfine Director March 8, 2023
Joel Alsfine
/s/ Donna Coallier Director March 8, 2023
Donna Coallier
/s/ Jonathan Coslet Director March 8, 2023
Jonathan Coslet
/s/ John G. Danhakl Director March 8, 2023
John G. Danhakl
/s/ J. Kristofer Galashan Director March 8, 2023
J. Kristofer Galashan
/s/ Paul Hackwell Director March 8, 2023
Paul Hackwell
/s/ David A. Landau Director March 8, 2023
David A. Landau
/s/ Stuart Lasher Director March 8, 2023
Stuart Lasher
/s/ Alejandro Santo Domingo Director March 8, 2023
Alejandro Santo Domingo
/s/ Andres Small Director March 8, 2023
Andres Small
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