United States securities and exchange commission logo
August 18, 2021
Bahram Akradi
Chairman and Chief Executive Officer
Life Time Group Holdings, Inc.
2902 Corporate Place
Chanhassen, Minnesota 55317
Re: Life Time Group
Holdings, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted August 6,
2021
CIK No. 0001869198
Dear Mr. Akradi:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1. Please revise your
prospectus cover page to disclose the percentage of voting power held
by the Voting Group
following the offering, and state that this group will have the ability
to determine all
matters requiring approval by stockholders. Please also disclose that you
will be a controlled
company.
Letter From Our Founder, page vii
2. We note that a
substantial portion of the Letter from Our Founder focuses on Life Time
Work and Life Time
Living. From the disclosure in your prospectus, it appears that both
Bahram Akradi
FirstName LastNameBahram Akradi
Life Time Group Holdings, Inc.
Comapany
August 18, NameLife
2021 Time Group Holdings, Inc.
August
Page 2 18, 2021 Page 2
FirstName LastName
are a minimal part of Life Time's current operations, and potential
investors have no
information on the general business and financial performance of
either initiative. Please
revise the letter so that it presents a balanced picture of Life
Time's current business and
the emphasis is on current Life Time operations. Please also remove
the statement that
Life Time Living will help real estate investors achieve significant
rates of return from
enhanced rents and faster lease-ups, as such statement is speculative
given the current
status of Life Time Living and it is unclear why the Letter is
referencing real estate
investors as opposed to investors in the offering.
Who We Are, page 1
3. Please revise the first paragraph to balance the revenue discussion
with a discussion of
your net income and losses for the referenced periods.
Our Transformation Under Private Ownership Since 2015, page 3
4. We note your revisions in response to our prior comment 2. Please
revise to disclose your
approximate ongoing debt service obligation so that investors may
understand the portion
of your cash flows that will be dedicated to debt service and not
available for working
capital, capital expenditures, or other corporate purposes. Please
make similar revisions in
your risk factor on page 34.
Financial Performance, page 4
5. Where you indicate that center memberships have rebounded from 501,000
at the end of
2020 to 658,000 as of June 30, 2021, please indicate the percentage of
the increase that is
due to members converting Digital On-hold memberships to Center
memberships.
Impact of COVID-19 on Our Financial Performance, page 5
6. We note your revised disclosure in response to our prior comments 4
and 10, and your
statement that memberships have returned to a more normalized level as
you have seen
Digital On-Hold memberships convert back to Center memberships.
However, we note
that total memberships as of June 2021 is 20% lower than your total
memberships as of
the first quarter of 2020, which suggests a significant number of
cancellations. Please
revise to disclose the cancellation rate following Q12021 and the
current cancellation
rate, as well as how this compares to historical cancellation rates.
Please also tell us why
you believe that the current memberships are at a "normalized" level.
Summary Historical Consolidated Financial Information
Adjusted EBITDA Reconciliation, page 21
7. We note your response to comment 8, and reissue in part. We continue
to believe your
"Pre-opening expenses" are reflective of normal, recurring, cash
operating expenses as
part the operations of your business. Additionally, we further believe
that excluding
"Non-Cash rent expense" results in an individually tailored
recognition and measurement
Bahram Akradi
Life Time Group Holdings, Inc.
August 18, 2021
Page 3
method. Please revise to remove these adjustments from your measures,
pursuant to
Questions 100.01 and 100.04 of the staff s Compliance and Disclosure
Interpretation
on Non-GAAP Financial Measures.
Adjusted EBITDAR Reconciliation, page 23
8. We note your response to comment 9, and reissue in part. We continue
to believe "Total
rent expense" is reflective of normal, recurring, cash operating
expenses that are necessary
to operate your business. Please revise to remove this adjustment from
your measure,
pursuant to Question 100.01 of the staff s Compliance and Disclosure
Interpretation
on Non-GAAP Financial Measures.
Capitalization, page 57
9. We note your response to comment 23. Please provide a pro forma
adjustment for the
amount of stock compensation that will be recognized upon completion
of this offering in
your capitalization table.
Management, page 122
10. We note that the company and certain stockholders are party to a
Stockholders Agreement
which includes certain provisions regarding the election of directors.
Please revise this
section to clarify if there are any arrangements or understandings
between any director
and any other person or persons pursuant to which such director was or
is to be selected as
a director or director nominee. Refer to Item 401(a) of Regulation
S-K.
You may contact Abe Friedman at 202-551-8298 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any
other questions.
FirstName LastNameBahram Akradi Sincerely,
Comapany NameLife Time Group Holdings, Inc.
Division of
Corporation Finance
August 18, 2021 Page 3 Office of Trade
& Services
FirstName LastName