UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2006
PlanetOut Inc.
(Exact name of registrant as specified in charter)
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| Delaware
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000-50879
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94-3391368 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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1355 Sansome Street, San Francisco CA
(Address of principal executive offices)
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94111
(Zip Code) |
Registrant’s telephone number, including area code (415) 834-6500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02
Results of Operations and Financial Condition.
The information in this report is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934.
On August 2, 2006, PlanetOut Inc. announced its financial results for the quarter ended June 30,
2006. A copy of PlanetOut’s press release announcing these financial results and certain other
information is furnished as Exhibit 99.1 to this report.
The attached press release includes non-GAAP financial measures. For purposes of Regulation G, a
non-GAAP financial measure is a numerical measure of a company’s performance, financial position or
cash flows that either excludes or includes amounts that are not normally excluded or included in
the most directly comparable measure calculated and presented in accordance with generally accepted
accounting principles. To supplement our consolidated financial statements presented in accordance
with GAAP, we have provided the non-GAAP financial measures of Adjusted EBITDA, Adjusted Net Income
(loss), and Adjusted earnings per share (“Adjusted EPS”) — Basic and Diluted, which are reconciled
to net income (loss), net income (loss), and net income (loss) per share — basic and diluted,
respectively, which we believe are the most comparable GAAP measures. We use these non-GAAP
financial measures for internal managerial purposes, when providing our business outlook, and as a
means to evaluate period-to-period comparisons. These non-GAAP financial measures are used in
addition to and in conjunction with results presented in accordance with GAAP. These non-GAAP
financial measures reflect an additional way of viewing aspects of our operations that, when viewed
with our GAAP results and the accompanying reconciliations to corresponding GAAP financial
measures, provide a more complete understanding of factors and trends affecting our business. These
non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior
to, income (loss) from operations, cash flow from operating activities and net income
(loss) and net income (loss) per share calculated in accordance with generally accepted accounting
principles.
Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation and
amortization, stock-based compensation, minority interest in consolidated affiliate, restructuring,
other relocation and retention charges and other income (expense), net. We consider Adjusted
EBITDA to be an important indicator of our operational strength. We deduct other income (expense),
net, consisting primarily of interest income (expense) and equity in net income (loss) of
unconsolidated affiliate from net income (loss) in calculating Adjusted EBITDA because we regard
interest income (expense) to be a non-operating item. This measure also eliminates the effects of
depreciation and amortization, equity in net income (loss) of unconsolidated affiliate, minority
interest in consolidated affiliate, restructuring, other relocation and retention charges and
stock-based compensation expense (benefit) from period to period, which we believe is useful to our
management and investors in evaluating our operating performance, as depreciation and amortization,
equity in net income (loss) of unconsolidated affiliate, minority interest in consolidated
affiliate, restructuring, other relocation and retention charges and stock-based compensation costs
are not directly attributable to the underlying performance of our business operations. A
limitation associated with this measure is that it does not reflect the periodic costs of certain
capitalized tangible and intangible assets used in generating revenues in our businesses. We
evaluate the costs of such tangible and intangible assets through other financial measures such as
capital expenditures. A further limitation associated with this measure is that it does not include
stock-based compensation expenses related to our workforce. We compensate for this limitation by
providing supplemental information about stock-based compensation expense on the face of our
consolidated statements of operations.
Adjusted Net Income is defined as net income excluding stock-based compensation expense (benefit),
restructuring, other relocation and retention charges. We consider Adjusted Net Income to be a
profitability measure which facilitates the forecasting of our operating results for future periods
and allows for the comparison of our results to historical periods and to other companies in our
industry. A limitation of Adjusted Net Income is that it does not include all items that impact our
net income (loss) and net income (loss) per share for the
period. Adjusted EPS – Basic and
Diluted are defined as Adjusted Net Income calculated on a basic and diluted per share basis,
respectively.
These measures should be considered in addition to results prepared in accordance with GAAP, but
are not a substitute for, or superior to, GAAP results. Consistent with our practice, the non-GAAP
measures included in the
attached press release have been reconciled to the nearest GAAP measure. The attached press release
also contains forward-looking statements relating to PlanetOut’s performance during the third
quarter and full year of 2006. A more thorough discussion of certain factors which may affect
PlanetOut’s operating results is included under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in PlanetOut’s Annual
Report on Form 10-K for the year ended December 31, 2005 and Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished with this report:
99.1. Press release dated August 2, 2006 containing financial results for PlanetOut Inc. for
the quarter ended June 30, 2006 and forward-looking statements relating to PlanetOut’s performance
during the third quarter and full year of 2006.