Item 2.02 Results of Operations and Financial Condition.
On February 25, 2021, Leaf Group Ltd. (the “Company”) issued a press release announcing financial results for its quarter and fiscal year ended December 31, 2020. The full text of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company also issued a shareholder letter (the “Shareholder Letter”) announcing its financial results for the quarter and fiscal year ended December 31, 2020. The full text of the Shareholder Letter is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.
The Company makes reference to certain non-GAAP financial measures in the press release and the Shareholder Letter, and will make reference to certain non-GAAP financial measures in its related earnings conference call. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and reasons for why the Company believes these non-GAAP financial measures are useful are contained in the attached press release.
Item 7.01 Regulation FD Disclosure.
From time to time, representatives of the Company have made, and will in the future make, presentations to industry groups, members of the investment community and other interested parties at conferences, in one-on-one meetings, or in other settings.
Copies of the materials to be used in such meetings and presentations are made available to the public from time to time under the “Investors” tab and “Events & Presentations” of the Company’s website at www.leafgroup.com. Investors are encouraged to review any such materials that the Company makes available from time to time on the Company’s website and to refer from time to time to the Company’s website for similar types of information about the Company in the future. The Company reserves the right to discontinue the availability of any such materials at any time, and undertakes no duty to update any information or statements made in any such materials (or in any other materials made available on the Company’s website) to reflect events or circumstances after the date of publication, except as required by law. References to the Company’s website in this Current Report on Form 8-K and/or any such materials, if any, do not incorporate by reference the information on the Company’s website into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference.
Any such presentation materials and the accompanying oral presentations may contain forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may”, “will”, “seek”, “should”, “expects”, “plans”, “anticipates”, “could”, “intends”, “target”, “projects”, “strategy”, “future”, “believes”, “estimates”, “goal”, “potential”, “likely”, or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Forward-looking statements contained in such presentations include, but are not limited to, statements about the risks associated with political and economic instability domestically and internationally including those resulting from the COVID-19 pandemic, which have and could lead to fluctuations in the availability of credit, decreased business and consumer confidence and increased unemployment; the Company’s ability to execute its business plan to maintain compliance with the continued listing criteria of the New York Stock Exchange; changes by the Small Business Administration (“SBA”) or other governmental authorities regarding the Coronavirus Aid, Relief and Economic Security Act of 2020, the SBA’s related Paycheck Protection Program (the “PPP Program”); the Company’s ability to obtain forgiveness of the loan we obtained pursuant to the PPP Program; the Company’s ability to successfully drive and increase traffic to its marketplaces and media properties; changes in the methodologies of internet search engines, including ongoing algorithmic changes made by Google, Bing and Yahoo!; the Company’s ability to attract new and repeat customers and artists to its marketplaces and successfully grow its marketplace businesses; the potential impact on advertising-based revenue from lower ad unit rates, a reduction
