UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 29, 2008
(Exact name of registrant as specified in charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-50879
(Commission
File Number)
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94-3391368
(IRS Employer
Identification No.) |
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| 1355 Sansome Street, San Francisco CA
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94111 |
| (Address of principal executive offices)
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(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 February 29, 2008, PlanetOut Inc. announced its financial results for the quarter and year ended
December 31, 2007. 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 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, restructuring, non-cash impairment charges, executive
transition, financial advisory fees, income (loss) from discontinued
operations and other income (expense), net, less
Adjusted EBITDA from Discontinued Operations. Adjusted EBITDA from Discontinued Operations is
defined as net income (loss) from discontinued operations before interest, taxes, depreciation and
amortization, stock-based compensation, restructuring and non-cash
impairment charges. 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 Adjusted EBITDA from Discontinued
Operations from net income (loss) in calculating Adjusted EBITDA because we regard interest income
(expense), and Adjusted EBITDA from Discontinued Operations to be non-operating items. This measure
also eliminates the effects of depreciation and amortization, restructuring, non-cash impairment
charges, executive transition, financial advisory fees, income (loss) from discontinued operations and
stock-based compensation expense from period to period, which we believe is useful to our
management team and investors in evaluating our operating performance, as depreciation and
amortization, restructuring, non-cash impairment charges, executive transition, financial advisory
fees, income (loss) from discontinued operations 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 (Loss) is defined as net income (loss) excluding stock-based compensation
expense, restructuring, non-cash impairment charges, executive
transition, financial advisory
fees and income (loss) from discontinued operations. We consider Adjusted Net Income (Loss) 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 (Loss) 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 (Loss) 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.