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LEAF GROUP 2017 2017 ANNUAL REPORT ANNUAL REPORT 1655 26th Street Santa Monica, CA 90404 www.leafgroup.com BOARD OF DIRECTORS COMPANY INFORMATION James R. Quandt Trading Information Non-Executive Chairman Shares of our common stock are publicly Managing Partner, Quandt California Holdings, available for trading on the New York Stock Incorporated Exchange (NYSE) under the ticker symbol “LFGR”. John A. Hawkins Managing Partner and Co-Founder, Headquarters Generation Partners 1655 26th Street Santa Monica, CA 90404 Sean Moriarty Chief Executive Officer, Leaf Group Annual Meeting The 2018 Annual Stockholder Meeting Victor E. Parker will be held on June 12, 2018 at 2:00pm Managing Director, Spectrum Equity Investors at Leaf Group Headquarters 1655 26th Street John Pleasants Santa Monica, CA 90404 Chief Executive Officer, Brava Home Inc. Transfer Agent & Registrar Brian Regan American Stock Transfer & Trust Company LLC Managing Director & Chief Financial Officer, Shareholder Services Department Spectrum Equity Investors 6201 15th Avenue Brooklyn, NY 11219 Jennifer Schulz (800) 937-5449 Group President, Vertical Markets, Experian North America Independent Registered Public Accounting Firm Mitchell Stern Deloitte & Touche LLP Los Angeles, CA Investor Relations EXECUTIVE MANAGEMENT Leaf Group Investor Relations 1655 26th Street Leaf Group Ltd. (NYSE: LFGR) is a diversified consumer Santa Monica, CA 90404 Sean Moriarty Email: [email protected] internet company that builds enduring, creator-driven Chief Executive Officer Stockholder Information Jantoon Reigersman Leaf Group’s Corporate Governance overview Chief Financial Officer brands that reach passionate audiences in large and and additional stockholder information, including Committee Composition, is available online at Brian Pike ir.leafgroup.com growing lifestyle categories, including art and design Chief Operating Officer & Chief Technology Officer (Saatchi Art), fitness and wellness (Livestrong.com), Dion Camp Sanders EVP, Marketplaces and home and décor (Society6 and Hunker). Adam Wergeles EVP, Legal & General Counsel Tawn Albright EVP, Corporate Development Jill Angel EVP, People UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) _ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35048 LEAF GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 20-4731239 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1655 26th Street Santa Monica, CA 90404 (Address of principal executive offices) (Zip Code) (310) 656-6253 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.0001 par value The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No _ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No _ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes _ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. _ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer _ Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No _ As of June 30, 2017, the aggregate market value of the registrant’s common stock, $0.0001 par value, held by non-affiliates of the registrant was approximately $95.2 million (based upon the closing sale price of the common stock on that date on the New York Stock Exchange). As of February 22, 2018, there were 24,461,965 shares of the common stock, $0.0001 par value, outstanding. Documents Incorporated by Reference Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant’s Proxy Statement for its 2018 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. LEAF GROUP LTD. INDEX TO FORM 10-K Page PART I. Item 1 Business .......................................................................... 1 Item 1A Risk Factors ....................................................................... 7 Item 1B Unresolved Staff Comments .......................................................... 26 Item 2 Properties ......................................................................... 26 Item 3 Legal Proceedings .................................................................. 26 Item 4 Mine Safety Disclosures ............................................................. 27 PART II. Item 5 Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . .............................................................. 28 Item 6 Selected Financial Data .............................................................. 30 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations ....... 33 Item 7A Quantitative and Qualitative Disclosures About Market Risk ............................... 54 Item 8 Financial Statements and Supplementary Data ........................................... 55 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ....... 55 Item 9A Controls and Procedures ............................................................. 55 Item 9B Other Information ................................................................... 56 PART III. Item 10 Directors, Executive Officers and Corporate Governance .................................. 56 Item 11 Executive Compensation ............................................................. 57 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ........................................................................... 57 Item 13 Certain Relationships and Related Transactions, and Director Independence ................... 57 Item 14 Principal Accounting Fees and Services ................................................. 57 PART IV. Item 15 Exhibits, Financial Statement Schedules ................................................ 58 Item 16 Form 10-K Summary ................................................................ 58 SIGNATURES .............................................................................. 61 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are so identified. You should not rely upon forward-looking statements as guarantees of future performance. We have based these forward-looking statements largely on our current estimates of our financial results and our current expectations and projections about future events and financial trends that we believe