##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended: September 30, 2008
 or
 o
    
    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: 000-50879
 PLANETOUT INC.
  DELAWARE
    
    94-3391368(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 1355 SANSOME STREET, SAN FRANCISCO,CALIFORNIA
    
    94111(Address of Principal Executive Offices)
    
    (Zip Code)
 (415) 834-6500
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ




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##### 



PlanetOut Inc.
INDEX
Form 10-Q
For the Quarter ended September 30, 2008
 PAGEPART I  FINANCIAL INFORMATION
    
    
    1Item 1 Financial Statements
    
    
    1Unaudited Condensed Consolidated Balance Sheets as of December 31, 2007 and September 30, 2008
    
    
    1Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended
September 30, 2007 and 2008
and the Nine Months Ended September 30, 2007 and 2008
    
    
    2Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September
30, 2007 and 2008
    
    
    3Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    4Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 4T Controls and Procedures
    
    
    23PART II  OTHER INFORMATION
    
    
    24Item 1 Legal Proceedings
    
    
    24Item 1A Risk Factors
    
    
    24Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 3 Defaults Upon Senior Securities
    
    
    33Item 4 Submission of Matters to a Vote of Security Holders
    
    
    33Item 5 Other Information
    
    
    33Item 6 Exhibits
    
    
    33SIGNATURES
    
    
    35EXHIBIT INDEX
    
    
    36EX-12.1EX-31.1EX-31.2EX-32.1EX-32.2
  i




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##### Table of Contents



PART I
 FINANCIAL INFORMATION
 PlanetOut Inc.
 
 Item 1. Financial Statements
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share amounts)
 December 31,
    
    
    September 30,2007
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,534
    
    
    $
    8,202Restricted cash
    
    
    167
    
    
    
    1,587Accounts receivable, net
    
    
    3,679
    
    
    
    1,249Prepaid expenses and other current assets
    
    
    937
    
    
    
    772Current assets of discontinued operations
    
    
    7,348
    
    
    
    Total current assets
    
    
    20,665
    
    
    
    11,810Property and equipment, net
    
    
    7,821
    
    
    
    5,789Goodwill
    
    
    2,988
    
    
    
    2,988Other assets
    
    
    523
    
    
    
    409Long-term assets of discontinued operations
    
    
    9,355
    
    
    
    Total assets
    
    $
    41,352
    
    
    $
    20,996LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    845
    
    
    $
    731Accrued expenses and other liabilities
    
    
    1,888
    
    
    
    2,331Deferred revenue
    
    
    4,042
    
    
    
    4,151Capital lease obligations, current portion
    
    
    815
    
    
    
    944Deferred rent, current portion
    
    
    264
    
    
    
    299Current liabilities of discontinued operations
    
    
    4,513
    
    
    
    Total current liabilities
    
    
    12,367
    
    
    
    8,456Capital lease obligations, less current portion
    
    
    880
    
    
    
    176Deferred rent, less current portion
    
    
    1,066
    
    
    
    1,042Long-term liabilities of discontinued operations
    
    
    2,130
    
    
    
    Total liabilities
    
    
    16,443
    
    
    
    9,674Commitments and contingencies (Note 4)Stockholders equity:Common stock: $0.001 par value, 100,000 shares authorized, 4,096
and 4,089 shares issued and outstanding at December 31, 2007
and September 30, 2008, respectively
    
    
    40
    
    
    
    40Additional paid-in capital
    
    
    114,406
    
    
    
    114,999Accumulated other comprehensive loss
    
    
    (85
    )
    
    
    (86
    )Accumulated deficit
    
    
    (89,452
    )
    
    
    (103,631
    )Total stockholders equity
    
    
    24,909
    
    
    
    11,322Total liabilities and stockholders equity
    
    $
    41,352
    
    
    $
    20,996
  1




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##### Table of Contents



PlanetOut Inc.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 Three months ended September 30,
    
    
    Nine months ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Revenue:Advertising services
    
    $
    2,441
    
    
    $
    1,725
    
    
    $
    6,887
    
    
    $
    4,621Subscription services
    
    
    3,924
    
    
    
    3,313
    
    
    
    12,257
    
    
    
    10,578Transaction services
    
    
    95
    
    
    
    80
    
    
    
    380
    
    
    
    216Total revenue
    
    
    6,460
    
    
    
    5,118
    
    
    
    19,524
    
    
    
    15,415Operating costs and expenses: (*)Cost of revenue
    
    
    2,577
    
    
    
    2,309
    
    
    
    8,764
    
    
    
    6,883Sales and marketing
    
    
    2,103
    
    
    
    1,511
    
    
    
    6,971
    
    
    
    4,656General and administrative
    
    
    2,787
    
    
    
    1,726
    
    
    
    8,923
    
    
    
    5,445Restructuring
    
    
    581
    
    
    
    
    
    
    
    581
    
    
    
    Depreciation and amortization
    
    
    1,453
    
    
    
    1,010
    
    
    
    4,073
    
    
    
    3,157Total operating costs and expenses
    
    
    9,501
    
    
    
    6,556
    
    
    
    29,312
    
    
    
    20,141Loss from operations
    
    
    (3,041
    )
    
    
    (1,438
    )
    
    
    (9,788
    )
    
    
    (4,726
    )Interest expense
    
    
    (750
    )
    
    
    (29
    )
    
    
    (1,564
    )
    
    
    (109
    )Other income, net
    
    
    158
    
    
    
    46
    
    
    
    412
    
    
    
    157Loss from continuing operations before
income taxes
    
    
    (3,633
    )
    
    
    (1,421
    )
    
    
    (10,940
    )
    
    
    (4,678
    )Benefit for income taxes
    
    
    6
    
    
    
    
    
    
    
    6
    
    
    
    Loss from continuing operations
    
    
    (3,627
    )
    
    
    (1,421
    )
    
    
    (10,934
    )
    
    
    (4,678
    )Loss from and loss on sale of discontinued
operations, net of tax
    
    
    (1,628
    )
    
    
    (787
    )
    
    
    (32,196
    )
    
    
    (9,501
    )Net loss
    
    $
    (5,255
    )
    
    $
    (2,208
    )
    
    $
    (43,130
    )
    
    $
    (14,179
    )Loss per share from continuing operations:Basic and diluted
    
    $
    (0.93
    )
    
    $
    (0.35
    )
    
    $
    (4.46
    )
    
    $
    (1.15
    )Loss per share from discontinued operations:Basic and diluted
    
    $
    (0.42
    )
    
    $
    (0.19
    )
    
    $
    (13.13
    )
    
    $
    (2.34
    )Net loss per share:Basic and diluted
    
    $
    (1.34
    )
    
    $
    (0.54
    )
    
    $
    (17.58
    )
    
    $
    (3.50
    )Weighted-average shares used to compute net loss
per share  basic and diluted
    
    
    3,920
    
    
    
    4,061
    
    
    
    2,453
    
    
    
    4,053(*) Includes stock-based compensation as follows (see Note 1):Cost of revenue
    
    $
    36
    
    
    $
    28
    
    
    $
    152
    
    
    $
    93Sales and marketing
    
    
    2
    
    
    
    1
    
    
    
    30
    
    
    
    5General and administrative
    
    
    129
    
    
    
    84
    
    
    
    389
    
    
    
    262Total stock-based compensation
    
    $
    167
    
    
    $
    113
    
    
    $
    571
    
    
    $
    360
  2




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PlanetOut Inc.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Nine months ended Septmeber 30,2007
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (43,130
    )
    
    $
    (14,179
    )Net loss from and loss on sale of discontinued operations, net of tax
    
    
    32,196
    
    
    
    9,501Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    4,073
    
    
    
    3,157Non-cash services expense
    
    
    135
    
    
    
    241Provision for (reversal of) doubtful accounts
    
    
    (21
    )
    
    
    71Restructuring
    
    
    203
    
    
    
    Stock-based compensation
    
    
    571
    
    
    
    360Amortization of debt discount
    
    
    392
    
    
    
    Amortization of deferred rent
    
    
    (162
    )
    
    
    (198
    )Loss on disposal or write-off of property and equipment
    
    
    507
    
    
    
    Changes in operating assets and liabilities, net of acquisition effects:Accounts receivable
    
    
    1,440
    
    
    
    2,646Prepaid expenses and other assets
    
    
    274
    
    
    
    347Accounts payable
    
    
    34
    
    
    
    (114
    )Accrued expenses and other liabilities
    
    
    (102
    )
    
    
    437Deferred revenue
    
    
    (354
    )
    
    
    109Net cash provided by (used in) operating activities of continuing operations
    
    
    (3,944
    )
    
    
    2,378Net cash provided by (used in) operating activities of discontinued
operations
    
    
    (9,747
    )
    
    
    999Net cash provided by (used in) operating activities
    
    
    (13,691
    )
    
    
    3,377Cash flows from investing activities:Purchases of property and equipment
    
    
    (2,656
    )
    
    
    (1,681
    )Sales of short-term investments
    
    
    2,050
    
    
    
    Changes in restricted cash
    
    
    2,688
    
    
    
    (1,420
    )Net cash provided by (used in) investing activities of continuing operations
    
    
    2,082
    
    
    
    (3,101
    )Net cash used in investing activities of discontinued operations
    
    
    (262
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    1,820
    
    
    
    (3,101
    )Cash flows from financing activities:Proceeds from exercise of common stock and warrants
    
    
    78
    
    
    
    Proceeds from equity financing, net of transaction costs of $2,183
    
    
    24,017
    
    
    
    Tax withholding payments reimbursed by restricted stock
    
    
    (93
    )
    
    
    (8
    )Principal payments under capital lease obligations and notes payable
    
    
    (10,800
    )
    
    
    (599
    )Net cash provided by (used in) financing activities
    
    
    13,202
    
    
    
    (607
    )Effect of exchange rate on cash and cash equivalents
    
    
    20
    
    
    
    (1
    )Net increase (decrease) in cash and cash equivalents
    
    
    1,351
    
    
    
    (332
    )Cash and cash equivalents, beginning of period
    
    
    9,674
    
    
    
    8,534Cash and cash equivalents, end of period
    
    $
    11,025
    
    
    $
    8,202Supplemental disclosure of noncash investing and financing activities:Property and equipment and related maintenance acquired under capital leases
    
    $
    369
    
    
    $
    80
  3




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PlanetOut Inc.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  The Company and Summary of Significant Accounting Policies
 The Company
    Unaudited Interim Financial Information
  Principles of Consolidation and Basis of Presentation
  Reclassifications
  Use of Estimates
  4




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Cash Equivalents
  Restricted Cash
  Property and Equipment
  Internal Use Software and Website Development Costs
 Accounting for Costs of Computer Software Developed or
Obtained for Internal Use Accounting for Web Site Development Costs
 Goodwill
 Goodwill and Other Intangible Assets
   5




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Intangible Assets and Other Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets
 Revenue Recognition
    Advertising
  Stock-Based Compensation
 Share-Based
Payment
 6




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Segment Reporting
  Disclosures about
Segments of an Enterprise and Related Information
 Income Taxes
 Accounting for Uncertainty in Income Taxes  an Interpretation of FASB
Statement No. 109
   Net Income (Loss) Per Share
  7




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Three months ended September 30,
    
    
    Nine months ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Numerator:Net loss
    
    $
    (5,255
    )
    
    $
    (2,208
    )
    
    $
    (43,130
    )
    
    $
    (14,179
    )Denominator for basic and diluted net loss
per share:Weighted-average shares
    
    
    3,920
    
    
    
    4,061
    
    
    
    2,453
    
    
    
    4,053Net loss per share:Basic and diluted
    
    $
    (1.34
    )
    
    $
    (0.54
    )
    
    $
    (17.58
    )
    
    $
    (3.50
    )
  Nine months ended September 30,2007
    
    2008Common stock options and warrants
    
    
    227
    
    
    
    203
 Recent Accounting Pronouncements
 The Hierarchy of Generally Accepted Accounting
Principles
 Determination of the
Useful Life of Intangible Assets
 Effective Date of FASB Statement No. 157 Fair Value Measurements
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB No. 51 .
 8




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##### Table of Contents



Note 2  Goodwill and Intangible Assets
 Goodwill
     Intangible Assets
  December 31, 2007
    
    
    September 30, 2008Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountCustomer lists and
user bases
    
    $
    3,278
    
    
    $
    3,278
    
    
    $
    
    
    
    $
    3,278
    
    
    $
    3,278
    
    
    $
    Tradenames
    
    
    2,340
    
    
    
    2,340
    
    
    
    
    
    
    
    2,340
    
    
    
    2,340
    
    
    
    Other intangible assets
    
    
    726
    
    
    
    726
    
    
    
    
    
    
    
    726
    
    
    
    726
    
    
    
    $
    6,344
    
    
    $
    6,344
    
    
    $
    
    
    
    $
    6,344
    
    
    $
    6,344
    
    
    $
    
   9




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##### Table of Contents



Note 3  Other Balance Sheet Components
 December 31,
    
    
    September 30,2007
    
    
    2008(In thousands)Accounts receivable:Trade accounts receivable
    
    $
    3,694
    
    
    $
    1,313Less: Allowance for doubtful accounts
    
    
    (15
    )
    
    
    (64
    )$
    3,679
    
    
    $
    1,249
  December 31,
    
    
    September 30,2007
    
    
    2008(In thousands)Property and equipment:Computer equipment and software
    
    $
    9,661
    
    
    $
    9,194Furniture and fixtures
    
    
    992
    
    
    
    875Leasehold improvements
    
    
    1,971
    
    
    
    1,686Website development costs
    
    
    6,453
    
    
    
    7,62819,077
    
    
    
    19,383Less: Accumulated depreciation and amortization
    
    
    (11,256
    )
    
    
    (13,594
    )$
    7,821
    
    
    $
    5,789
  December 31,
    
    
    September 30,2007
    
    
    2008(In thousands)Accrued expenses and other liabilities:Accrued payroll and related liabilities
    
    $
    1,110
    
    
    $
    700Other accrued liabilities
    
    
    778
    
    
    
    1,631$
    1,888
    
    
    $
    2,331
 Note 4  Commitments and Contingencies
 Retention and Severance Plan
  10




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Contingencies
  Note 5  Stockholders Equity
 Equity Financing
  Issuance of Warrant
  Note 6  Stock-Based Compensation
 Stock Options
  SharesOutstanding at January 1, 2008
    
    
    129Forfeited/expired/cancelled
    
    
    (13
    )Outstanding at September 30, 2008
    
    
    116
 11




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##### Table of Contents



Restricted Stock
  SharesUnvested at January 1, 2008
    
    
    49Granted
    
    
    2Vested
    
    
    (19
    )Forfeited
    
    
    (2
    )Unvested at September 30, 2008
    
    
    30
   Year Ending December 31,2008 (remaining three months)
    
    
    12009
    
    
    172010
    
    
    1230
 Note 7  Restructuring
  Note 8  Discontinued Operations
   12




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Three months ended September 30, 2007LPI
    
    
    SpecPub
    
    
    RSVP
    
    
    TotalTotal revenue
    
    $
    5,682
    
    
    $
    1,584
    
    
    $
    7,855
    
    
    $
    15,121Operating costs and expenses:Cost of revenue
    
    
    3,512
    
    
    
    990
    
    
    
    7,643
    
    
    
    12,145Sales and marketing
    
    
    1,641
    
    
    
    381
    
    
    
    260
    
    
    
    2,282General and administrative
    
    
    834
    
    
    
    62
    
    
    
    125
    
    
    
    1,021Restructuring
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    19Depreciation and amortization
    
    
    249
    
    
    
    2
    
    
    
    118
    
    
    
    369Impairment of goodwill and intangible assets
    
    
    
    
    
    
    
    
    
    
    900
    
    
    
    900Total operating costs and expenses
    
    
    6,236
    
    
    
    1,435
    
    
    
    9,065
    
    
    
    16,736Income (loss) from operations
    
    
    (554
    )
    
    
    149
    
    
    
    (1,210
    )
    
    
    (1,615
    )Other income (expense), net
    
    
    (14
    )
    
    
    (4
    )
    
    
    5
    
    
    
    (13
    )Income (loss) from
discontinued operations
    
    $
    (568
    )
    
    $
    145
    
    
    $
    (1,205
    )
    
    $
    (1,628
    )
  13




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##### Table of Contents



Three months ended September 30, 2008LPI
    
    
    SpecPub
    
    
    RSVP
    
    
    TotalTotal revenue
    
    $
    3,810
    
    
    $
    661
    
    
    $
    
    
    
    $
    4,471Operating costs and expenses:Cost of revenue
    
    
    2,313
    
    
    
    465
    
    
    
    
    
    
    
    2,778Sales and marketing
    
    
    640
    
    
    
    92
    
    
    
    (2
    )
    
    
    730General and administrative
    
    
    383
    
    
    
    52
    
    
    
    1
    
    
    
    436Restructuring
    
    
    795
    
    
    
    97
    
    
    
    
    
    
    
    892Depreciation and amortization
    
    
    256
    
    
    
    28
    
    
    
    
    
    
    
    284Total operating costs and expenses
    
    
    4,387
    
    
    
    734
    
    
    
    (1
    )
    
    
    5,120Income (loss) from operations
    
    
    (577
    )
    
    
    (73
    )
    
    
    1
    
    
    
    (649
    )Other expense, net
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    (3
    )Income (loss) from discontinued operations
    
    
    (580
    )
    
    
    (73
    )
    
    
    1
    
    
    
    (652
    )Gain (loss) on sale of discontinued
operations
    
    
    (786
    )
    
    
    651
    
    
    
    
    
    
    
    (135
    )Income (loss) from and loss on sale
of discontinued operations
    
    $
    (1,366
    )
    
    $
    578
    
    
    $
    1
    
    
    $
    (787
    )
  Nine months ended September 30, 2007LPI
    
    
    SpecPub
    
    
    RSVP
    
    
    DSW
    
    
    TotalTotal revenue
    
    $
    15,396
    
    
    $
    4,906
    
    
    $
    17,023
    
    
    $
    2
    
    
    $
    37,327Operating costs and expenses:Cost of revenue
    
    
    10,143
    
    
    
    3,042
    
    
    
    18,678
    
    
    
    
    
    
    
    31,863Sales and marketing
    
    
    4,175
    
    
    
    1,151
    
    
    
    1,455
    
    
    
    37
    
    
    
    6,818General and administrative
    
    
    2,541
    
    
    
    495
    
    
    
    376
    
    
    
    1
    
    
    
    3,413Restructuring
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    19Depreciation and amortization
    
    
    753
    
    
    
    251
    
    
    
    287
    
    
    
    
    
    
    
    1,291Impairment of goodwill and intangible assets
    
    
    15,700
    
    
    
    5,400
    
    
    
    4,700
    
    
    
    
    
    
    
    25,800Total operating costs and expenses
    
    
    33,312
    
    
    
    10,339
    
    
    
    25,515
    
    
    
    38
    
    
    
    69,204Loss from operations
    
    
    (17,916
    )
    
    
    (5,433
    )
    
    
    (8,492
    )
    
    
    (36
    )
    
    
    (31,877
    )Other income (expense), net
    
    
    (239
    )
    
    
    (103
    )
    
    
    23
    
    
    
    
    
    
    
    (319
    )Loss from discontinued operations
    
    $
    (18,155
    )
    
    $
    (5,536
    )
    
    $
    (8,469
    )
    
    $
    (36
    )
    
    $
    (32,196
    )
  Nine months ended September 30, 2008LPI
    
    
    SpecPub
    
    
    RSVP
    
    
    TotalTotal revenue
    
    $
    12,569
    
    
    $
    2,885
    
    
    $
    
    
    
    $
    15,454Operating costs and expenses:Cost of revenue
    
    
    9,179
    
    
    
    2,283
    
    
    
    (20
    )
    
    
    11,442Sales and marketing
    
    
    3,346
    
    
    
    686
    
    
    
    (21
    )
    
    
    4,011General and administrative
    
    
    1,617
    
    
    
    210
    
    
    
    4
    
    
    
    1,831Restructuring
    
    
    795
    
    
    
    97
    
    
    
    
    
    
    
    892Depreciation and amortization
    
    
    327
    
    
    
    31
    
    
    
    
    
    
    
    358Impairment of goodwill and intangible assets
    
    
    1,978
    
    
    
    4,294
    
    
    
    
    
    
    
    6,272Total operating costs and expenses
    
    
    17,242
    
    
    
    7,601
    
    
    
    (37
    )
    
    
    24,806Income (loss) from operations
    
    
    (4,673
    )
    
    
    (4,716
    )
    
    
    37
    
    
    
    (9,352
    )Other income (expense), net
    
    
    (15
    )
    
    
    1
    
    
    
    
    
    
    
    (14
    )Income (loss) from discontinued operations
    
    
    (4,688
    )
    
    
    (4,715
    )
    
    
    37
    
    
    
    (9,366
    )Gain (loss) on sale of discontinued operations
    
    
    (786
    )
    
    
    651
    
    
    
    
    
    
    
    (135
    )Income (loss) from and loss on sale
of discontinued operations
    
    $
    (5,474
    )
    
    $
    (4,064
    )
    
    $
    37
    
    
    $
    (9,501
    )
 14




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##### Table of Contents



December 31, 2007LPI
    
    
    SpecPub
    
    
    TotalCurrent assets of discontinued operations:Accounts receivable, net
    
    $
    3,189
    
    
    $
    977
    
    
    $
    4,166Inventory
    
    
    1,113
    
    
    
    314
    
    
    
    1,427Prepaid expenses and other current assets
    
    
    1,251
    
    
    
    504
    
    
    
    1,755$
    5,553
    
    
    $
    1,795
    
    
    $
    7,348Long-term assets of discontinued operations:Property and equipment, net
    
    $
    620
    
    
    $
    54
    
    
    $
    674Goodwill
    
    
    1,427
    
    
    
    2,708
    
    
    
    4,135Intangible assets, net
    
    
    1,870
    
    
    
    2,567
    
    
    
    4,437Other assets
    
    
    58
    
    
    
    51
    
    
    
    109$
    3,975
    
    
    $
    5,380
    
    
    $
    9,355Current liabilities of discontinued operations:Accounts payable
    
    $
    494
    
    
    $
    74
    
    
    $
    568Accrued expenses and other liabilities
    
    
    603
    
    
    
    161
    
    
    
    764Deferred revenue, current portion
    
    
    1,717
    
    
    
    1,434
    
    
    
    3,151Capital lease obligations, current portion
    
    
    23
    
    
    
    7
    
    
    
    30$
    2,837
    
    
    $
    1,676
    
    
    $
    4,513Long-term liabilities of discontinued operations:Deferred revenue, less current portion
    
    $
    1,089
    
    
    $
    578
    
    
    $
    1,667Capital lease obligations, less current portion
    
    
    104
    
    
    
    24
    
    
    
    128Deferred rent, less current portion
    
    
    158
    
    
    
    177
    
    
    
    335$
    1,351
    
    
    $
    779
    
    
    $
    2,130
 15




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion should be read in conjunction with the financial statements and
related notes which appear elsewhere in this document. This discussion contains forward-looking
statements that involve risks and uncertainties. In some cases, you can identify forward-looking
statements by terminology including would, could, may, will, should, expect, intend,
plan, anticipate, believe, estimate, predict, potential or continue, the negative of
these terms or other comparable terminology. These statements are only predictions. Forward-looking
statements include statements about our business strategy, future operating performance and
prospects. You should not place undue reliance on these forward-looking statements. Our actual
results could differ materially from those anticipated in these forward-looking statements as a
result of various factors, including those discussed below and elsewhere in this document and in
our Form 10-K filed for the year ended December 31, 2007.
 Overview
    Accounting for the Impairment or Disposal of Long-Lived Assets
  Executive Operating and Financial Summary
   16




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##### Table of Contents



Results of Operations
 Revenue
 Advertising Services.
  Subscription Services.
  Transaction Services.
  17




---



##### Table of Contents



Operating Costs and Expenses
 Cost of Revenue.
  Sales and Marketing.
  General and Administrative.
 18




---



##### Table of Contents



Restructuring.
 Depreciation and Amortization.
  Other Income and Expenses
 Interest Expense.
 Other Income, Net.
 Discontinued Operations
    19




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##### Table of Contents



Three months ended September 30, 2007LPI
    
    
    SpecPub
    
    
    RSVP
    
    
    TotalTotal revenue
    
    $
    5,682
    
    
    $
    1,584
    
    
    $
    7,855
    
    
    $
    15,121Operating costs and expenses:Cost of revenue
    
    
    3,512
    
    
    
    990
    
    
    
    7,643
    
    
    
    12,145Sales and marketing
    
    
    1,641
    
    
    
    381
    
    
    
    260
    
    
    
    2,282General and administrative
    
    
    834
    
    
    
    62
    
    
    
    125
    
    
    
    1,021Restructuring
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    19Depreciation and amortization
    
    
    249
    
    
    
    2
    
    
    
    118
    
    
    
    369Impairment of goodwill and
intangible assets
    
    
    
    
    
    
    
    
    
    
    900
    
    
    
    900Total operating costs and expenses
    
    
    6,236
    
    
    
    1,435
    
    
    
    9,065
    
    
    
    16,736Income (loss) from operations
    
    
    (554
    )
    
    
    149
    
    
    
    (1,210
    )
    
    
    (1,615
    )Other income (expense), net
    
    
    (14
    )
    
    
    (4
    )
    
    
    5
    
    
    
    (13
    )Income (loss) from discontinued operations
    
    $
    (568
    )
    
    $
    145
    
    
    $
    (1,205
    )
    
    $
    (1,628
    )
  Three months ended September 30, 2008LPI
    
    
    SpecPub
    
    
    RSVP
    
    
    TotalTotal revenue
    
    $
    3,810
    
    
    $
    661
    
    
    $
    
    
    
    $
    4,471Operating costs and expenses:Cost of revenue
    
    
    2,313
    
    
    
    465
    
    
    
    
    
    
    
    2,778Sales and marketing
    
    
    640
    
    
    
    92
    
    
    
    (2
    )
    
    
    730General and administrative
    
    
    383
    
    
    
    52
    
    
    
    1
    
    
    
    436Restructuring
    
    
    795
    
    
    
    97
    
    
    
    
    
    
    
    892Depreciation and amortization
    
    
    256
    
    
    
    28
    
    
    
    
    
    
    
    284Total operating costs and expenses
    
    
    4,387
    
    
    
    734
    
    
    
    (1
    )
    
    
    5,120Income (loss) from operations
    
    
    (577
    )
    
    
    (73
    )
    
    
    1
    
    
    
    (649
    )Other expense, net
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    (3
    )Income (loss) from discontinued operations
    
    
    (580
    )
    
    
    (73
    )
    
    
    1
    
    
    
    (652
    )Gain (loss) on sale of discontinued operations
    
    
    (786
    )
    
    
    651
    
    
    
    
    
    
    
    (135
    )Income (loss) from and loss on sale
of discontinued operations
    
    $
    (1,366
    )
    
    $
    578
    
    
    $
    1
    
    
    $
    (787
    )
  20




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##### Table of Contents



Nine months ended September 30, 2007LPI
    
    
    SpecPub
    
    
    RSVP
    
    
    DSW
    
    
    TotalTotal revenue
    
    $
    15,396
    
    
    $
    4,906
    
    
    $
    17,023
    
    
    $
    2
    
    
    $
    37,327Operating costs and expenses:Cost of revenue
    
    
    10,143
    
    
    
    3,042
    
    
    
    18,678
    
    
    
    
    
    
    
    31,863Sales and marketing
    
    
    4,175
    
    
    
    1,151
    
    
    
    1,455
    
    
    
    37
    
    
    
    6,818General and administrative
    
    
    2,541
    
    
    
    495
    
    
    
    376
    
    
    
    1
    
    
    
    3,413Restructuring
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    19Depreciation and amortization
    
    
    753
    
    
    
    251
    
    
    
    287
    
    
    
    
    
    
    
    1,291Impairment of goodwill and
intangible assets
    
    
    15,700
    
    
    
    5,400
    
    
    
    4,700
    
    
    
    
    
    
    
    25,800Total operating costs and expenses
    
    
    33,312
    
    
    
    10,339
    
    
    
    25,515
    
    
    
    38
    
    
    
    69,204Loss from operations
    
    
    (17,916
    )
    
    
    (5,433
    )
    
    
    (8,492
    )
    
    
    (36
    )
    
    
    (31,877
    )Other income (expense), net
    
    
    (239
    )
    
    
    (103
    )
    
    
    23
    
    
    
    
    
    
    
    (319
    )Loss from discontinued operations
    
    $
    (18,155
    )
    
    $
    (5,536
    )
    
    $
    (8,469
    )
    
    $
    (36
    )
    
    $
    (32,196
    )
  Nine months ended September 30, 2008LPI
    
    
    SpecPub
    
    
    RSVP
    
    
    TotalTotal revenue
    
    $
    12,569
    
    
    $
    2,885
    
    
    $
    
    
    
    $
    15,454Operating costs and expenses:Cost of revenue
    
    
    9,179
    
    
    
    2,283
    
    
    
    (20
    )
    
    
    11,442Sales and marketing
    
    
    3,346
    
    
    
    686
    
    
    
    (21
    )
    
    
    4,011General and administrative
    
    
    1,617
    
    
    
    210
    
    
    
    4
    
    
    
    1,831Restructuring
    
    
    795
    
    
    
    97
    
    
    
    
    
    
    
    892Depreciation and amortization
    
    
    327
    
    
    
    31
    
    
    
    
    
    
    
    358Impairment of goodwill and
intangible assets
    
    
    1,978
    
    
    
    4,294
    
    
    
    
    
    
    
    6,272Total operating costs and expenses
    
    
    17,242
    
    
    
    7,601
    
    
    
    (37
    )
    
    
    24,806Income (loss) from operations
    
    
    (4,673
    )
    
    
    (4,716
    )
    
    
    37
    
    
    
    (9,352
    )Other income (expense), net
    
    
    (15
    )
    
    
    1
    
    
    
    
    
    
    
    (14
    )Income (loss) from discontinued operations
    
    
    (4,688
    )
    
    
    (4,715
    )
    
    
    37
    
    
    
    (9,366
    )Gain (loss) on sale of discontinued operations
    
    
    (786
    )
    
    
    651
    
    
    
    
    
    
    
    (135
    )Income (loss) from and loss on sale
of discontinued operations
    
    $
    (5,474
    )
    
    $
    (4,064
    )
    
    $
    37
    
    
    $
    (9,501
    )
 Liquidity and Capital Resources
     21




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##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual Obligations
  Payments Due by PeriodRemainder ofTotal
    
    
    2008
    
    
    2009-2010
    
    
    2011-2012Contractual obligations:Capital leases
    
    $
    1,422
    
    
    $
    255
    
    
    $
    1,079
    
    
    $
    88Operating leases
    
    
    8,420
    
    
    
    607
    
    
    
    4,849
    
    
    
    2,964Total contractual obligations
    
    $
    9,842
    
    
    $
    862
    
    
    $
    5,928
    
    
    $
    3,052
 Capital Leases.
 Operating Leases.
 Critical Accounting Policies
  22




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##### Table of Contents



Seasonality and Inflation
   Recent Accounting Pronouncements
 The
Hierarchy of Generally Accepted Accounting Principles
 Determination of the
Useful Life of Intangible Assets
 Effective Date of FASB Statement No. 157 Fair Value Measurements
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB No. 51 .
 
 Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  23




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 We have a history of significant losses. If we do not regain and sustain profitability, our
financial condition and stock price will continue to suffer.
  If we are unable to generate revenue from advertising or if we were to lose our existing
advertisers, our business will suffer.
     24




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##### Table of Contents



Our success depends, in part, upon the growth of Internet advertising and upon our ability to
accurately predict the cost of customized campaigns.
   If we encounter technical difficulties, such as outages and slow or non-responsive system
performance, with our Gay.com website or if the website lacks the functionality desired by our
users, members and subscribers, our revenue will decline.
  If our efforts to attract and retain subscribers are not successful, our revenue will decrease.
    25




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##### Table of Contents



We may need additional capital and may not be able to raise additional funds on favorable terms or
at all, which could limit our ability to continue operations, dilute the ownership interests of
existing stockholders, cause us to seek business dispositions on unfavorable terms, or cause us to
consider curtailing or ceasing operations.
   If we do not regain and maintain compliance with Nasdaq minimum market value of publicly held
shares requirement or other listing requirements, we may be forced to transfer to the Nasdaq
Capital Market or our common stock may be delisted.
    We expect our operating results to fluctuate, which may lead to volatility in our stock price.
  26




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##### Table of Contents



Our limited operating history makes it difficult to evaluate our business.
  Recent and potential future divestitures could result in operating difficulties and unanticipated
liabilities.
  
    
    potential goodwill write downs associated with acquisitions of businesses where the previously
anticipated synergies of the combined entities have not been realized. For example, during
fiscal 2007, we recorded goodwill impairment charges of $21.1 million and $4.0 million in
discontinued operations due to lower revenue than expected related to our Publishing and Travel
and Events businesses, respectively;
    
    the potential diversion of significant management attention and significant financial resources
from the ongoing development of our business during the implementation of a divestiture;
    
    the potential impairment of relationships with and difficulty in attracting and retaining
employees as a result of the divestiture of certain businesses;
    
    the potential impairment of relationships with our subscribers, advertisers, customers and
partners as a result of the divestiture of certain businesses; and
    
    the difficulty in attracting and retaining qualified management to lead the retained businesses.
  If we do not continue to attract and retain qualified personnel, our business may suffer.
  Any significant disruption in service on our websites or in our computer and communications
hardware and software systems could harm our business.
  27




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##### Table of Contents



If we are unable to compete effectively, we may lose market share and our revenue may decline.
   If we are unable to protect our domain names, our reputation and brand could be harmed if third
parties gain rights to, or use, these domain names in a manner that would confuse or impair our
ability to attract and retain customers.
  If we fail to adequately protect our trademarks and other proprietary rights, or if we get involved
in intellectual property litigation, our revenue may decline and our expenses may increase.
   28




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##### Table of Contents



Existing or future government regulation in the United States and other countries could limit our
growth and result in loss of revenue.
  
    
    comply with a law passed in New Jersey in January 2008, or other
similar laws which may be passed in the future, requiring us to
conduct background checks on our members prior to allowing them to
interact with other members on our websites or, alternatively, provide
notice on our websites that we have not conducted background checks on
our members, which may result in our members canceling their
membership or failing to subscribe or renew their subscription,
resulting in reduced revenue;
    
    provide advance notice of any changes to our privacy policies or to
our policies on sharing non-public information with third parties, and
if our members or subscribers disagree with these policies or changes,
they may wish to cancel their membership or subscription, which will
reduce our revenue;
    
    with limited exceptions, give consumers the right to prevent sharing
of their non-public personal information with unaffiliated third
parties, and if a significant portion of our members choose to request
that we dont share their information, our advertising revenue that we
receive from renting our mailing list to unaffiliated third parties
may decline;
    
    provide notice to residents in some states if their personal
information was, or is reasonably believed to have been, obtained by
an unauthorized person such as a computer hacker, which may result in
our members or subscribers deciding to cancel their membership or
subscription, reducing our membership base and subscription revenue;
    
    comply with current or future anti-spam legislation by limiting or
modifying some of our marketing and advertising efforts, such as email
campaigns, which may result in a reduction in our advertising revenue;
for instance, two states have passed legislation creating a do not
contact registry for minors that would make it a criminal violation
to send an email message to an address on that states registry if the
email message contained an advertisement for or even a link to a
website that offered products or services that minors are prohibited
from accessing;
    
    comply with the European Union privacy directive and other
international regulatory requirements by modifying the ways in which
we collect and share our users personal information; if these
modifications render our services less attractive to our members or
subscribers, for example, by limiting the amount or type of personal
information our members or subscribers could post to their profiles,
they may cancel their memberships or subscriptions, resulting in
reduced revenue;
    
    qualify to do business in various states and countries, in addition to
jurisdictions where we are currently qualified, because our websites
are accessible over the Internet in multiple states and countries,
which if we fail to so qualify, may prevent us from enforcing our
contracts in these states or countries and may limit our ability to
grow our business;
    
    limit our domestic or international expansion because some
jurisdictions may limit or prevent access to our services as a result
of the availability of some content intended for mature viewing which
may render our services less attractive to our members or subscribers
and result in a decline in our revenue; and
    
    limit or prevent access, from some jurisdictions, to some or all of
the member-generated content available through our websites, which may
render our services less attractive to our members or subscribers and
result in a decline in our revenue. For example, in June 2005, the
United States Department of Justice (the DOJ) adopted regulations
purporting to implement
 29




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##### Table of Contents



the Child Protection and Obscenity Act of
1988, as amended (the CPO Act), by requiring primary and secondary
producers, as defined in the regulations, of certain adult materials
to obtain, maintain and make available for inspection specified
records, such as a performers name, address and certain forms of
photo identification as proof of a performers age. Failure to
properly obtain, maintain or make these records available for
inspection upon request of the DOJ could lead to an imposition of
penalties, fines or imprisonment. We could be deemed a secondary
producer under the CPO Act because we allow our members to display
photographic images on our websites as part of member profiles.
Enforcement of these regulations as to secondary producers was stayed
pending resolution of a legal challenge on the grounds that the
regulations exceed the DOJs statutory authority to regulate secondary
producers, among other grounds. In July 2006, the Adam Walsh Child
Protection and Safety Act of 2006 (the Walsh Act) became law,
amending the CPO Act by expanding the definition of the adult
materials covered by the CPO Act and by requiring secondary producers
to maintain and make available specified records under the CPO Act.
Additionally, in July 2006, the FBI began conducting CPO Act record
inspections, including inspections of businesses that allegedly were
secondary producers under the CPO Act. In March 2007, the court
hearing the legal challenge to the CPO Act issued partial summary
judgment in favor of the DOJ and requested further briefing on how the
Walsh Act affected the stay on enforcement of the CPO Act against
secondary producers. In April 2007, the court lifted the stay on
enforcement against secondary producers. Additionally, in June 2007
and June 2008, the DOJ issued new proposed regulations to implement
the Walsh Act and amended CPO Act. The public comment period for the
proposed regulations closed in September 2007 and August 2008 for
those proposed regulations issued in June 2007 and June 2008,
respectively. It is anticipated that these new proposed regulations
will be challenged in court on various constitutional grounds and that
another stay against enforcement of these regulations will be sought.
In October 2007, the Sixth Circuit Court of Appeals ruled that the CPO
Act was unconstitutional. The DOJ appealed that decision in January
2008 and the Sixth Circuit Court of Appeals has agreed to hear the
appeal en banc. If the FBI continues to inspect businesses that are
allegedly secondary producers and there are no legal challenges to the
CPO Act, the Walsh Act or the new regulations purporting to implement
these acts, or if these challenges are unsuccessful, we may be subject
to significant and burdensome recordkeeping compliance requirements
and we will have to evaluate and implement additional registration and
recordkeeping processes and procedures, each of which would result in
additional expenses to us. If our members and subscribers feel these
additional restrictions or registration and recordkeeping processes
and procedures are too burdensome, this is likely to result in an
adverse impact on our subscriber growth which, in turn, will have an
adverse effect on our financial condition and results of operations.
Alternatively, if we determine that the recordkeeping and compliance
requirements would be too burdensome, we may be forced to limit the
type of content that we allow our members to post to their profiles,
which will result in a loss of features that we believe our members
and subscribers find attractive, and in turn could result in a decline
in our subscriber growth.
  The risks of transmitting confidential information online, including credit card information, may
discourage customers from subscribing to our services or purchasing goods from us.
  If we are unable to provide satisfactory customer service, we could lose subscribers.
  30




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We may be the target of negative publicity campaigns or other actions by advocacy groups that could
disrupt our operations because we serve the LGBT community.
  Adult content in our media properties may be the target of negative publicity campaigns or subject
us to restrictive or costly regulatory compliance.
  If one or more states or countries successfully assert that we should collect sales or other taxes
on the use of the Internet or the online sales of goods and services, our expenses will increase,
resulting in lower margins.
    In the event of an earthquake, other natural or man-made disaster, or power loss, our operations
could be interrupted or adversely affected, resulting in lower revenue.
  In the event we are unable to satisfy regulatory requirements relating to internal control over
financial reporting, or if these internal controls are not effective, our business and our stock
price could suffer.
 31




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Our stock price may be volatile and you may lose all or a part of your investment.
   The sales of common stock by our stockholders could depress the price of our shares.
  Our Stockholder Rights Plan, along with provisions in our charter documents and under Delaware law,
could discourage a takeover that stockholders may consider favorable.
  
    
    authorize our board of directors, without stockholder approval, to issue up to 5,000,000 shares of undesignated
preferred stock;
    
    provide for a classified board of directors;
    
    prohibit our stockholders from acting by written consent;
    
    establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and
    
    prohibit stockholders from calling a special meeting of stockholders.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  (c) Total Number
    
    
    (d) Maximum Number(a) Total
    
    
    
    
    
    
    of
    
    
    (or ApproximateNumber of
    
    
    (b) Average
    
    
    Shares Purchased
    
    
    Dollar Value) ofShares
    
    
    Price Paid
    
    
    as Part of Publicly
    
    
    Shares that MayPurchased
    
    
    per
    
    
    Announced
    
    
    Yet Be Purchased UnderPeriod
    
    (1)
    
    
    Share
    
    
    Plans or Programs
    
    
    the Plans or ProgramsJuly 1, 2008  July 31, 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    August 1, 2008  August 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    September 1, 2008  September
30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
 
 (1)
    
    PlanetOut does not have any publicly announced plans or programs to repurchase shares of its common stock. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 (a) Exhibits
 ExhibitNumber
    
    Description of Documents2.4
    
    Put/Call Agreement among Regent Releasing, L.L.C., Regent Entertainment Media Inc.,
PlanetOut Inc., LPI Media Inc., and SpecPub, Inc. dated as of August 12, 2008
(filed as Exhibit 2.1 to our Current Report on Form 8-K, File No. 000-50879, filed
on August 13, 2008, and incorporated herein by reference).2.5
    
    Marketing Agreement between Regent Releasing, L.L.C. and PlanetOut Inc. entered
into as of August 12, 2008 (filed as Exhibit 2.2 to our Current Report on Form 8-K,
File No. 000-50879, filed on August 13, 2008, and incorporated herein by
reference).3.1
    
    Amended and Restated Certificate of Incorporation, as amended by Certificate of
Amendment, dated October 1, 2007 and as currently in effect (filed as Exhibit 3.1
to our Current Report on Form 8-K, File No. 000-50879, filed on October 4, 2007,
and incorporated herein by reference).3.2
    
    Amended and Restated Bylaws, as currently in effect (filed as Exhibit 3.4 to our
Registration Statement on Form S-1, File No. 333-114988, initially filed on
April 29, 2004, declared effective on October 13, 2004, and incorporated herein by
reference).4.1
    
    Specimen of Common Stock Certificate (filed as Exhibit 4.1 to our Current Report on
Form 8-K, File No. 000-50879, filed on October 4, 2007, and incorporated herein by
reference).
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##### Table of Contents



ExhibitNumber
    
    Description of Documents4.2
    
    Form of Senior Debt Indenture (filed as Exhibit 4.5 to our Registration Statement
on Form S-3, File No. 333-133536, filed on April 25, 2006 and incorporated herein
by reference).4.3
    
    Form of Subordinated Debt Indenture (filed as Exhibit 4.6 to our Registration
Statement on Form S-3, File No. 333-133536, filed on April 25, 2006 and
incorporated herein by reference).4.4
    
    Rights Agreement dated as of January 4, 2007 among PlanetOut Inc. and Wells Fargo
Bank, N.A. (filed as Exhibit 99.2 to our Current Report on Form 8-K, File No.
000-50879, filed on January 8, 2007 and incorporated herein by reference).4.5
    
    Form of Rights Certificate (filed as Exhibit 99.3 to our Current Report on Form
8-K, File No. 000-50879, filed on January 8, 2007 and incorporated herein by
reference).4.7
    
    Amendment to Rights Agreement among PlanetOut Inc. and Wells Fargo Bank, N.A. dated
June 28, 2007 (filed as Exhibit 4.7 to our Quarterly Report on Form 10-Q, File No.
000-50879, filed on August 3, 2007 and incorporated herein by reference).4.8
    
    Common Stock Warrant to Allen & Company, LLC dated January 14, 2008 (filed as
Exhibit 99.1 to our Current Report on Form 8-K, File No. 000-50879, filed on
January 17, 2008 and incorporated herein by reference).12.1
    
    Computation of Ratio of Earnings to Fixed Charges.31.1
    
    Certification of Chief Executive Officer pursuant to the Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to the Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 18 U.S.C section 1350.32.2
    
    Certification of Chief Financial Officer pursuant to Section 18 U.S.C. section 1350.
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##### Table of Contents



SIGNATURES
  PLANETOUT INC.Date: October 31, 2008By:
    /s/ DANIEL E. STEIMLEDaniel E. SteimleInterim Chief Financial Officer
(Principal Financial and Accounting Officer) 35




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Documents2.4
    
    Put/Call Agreement among Regent Releasing, L.L.C., Regent Entertainment Media Inc.,
PlanetOut Inc., LPI Media Inc., and SpecPub, Inc. dated as of August 12, 2008
(filed as Exhibit 2.1 to our Current Report on Form 8-K, File No. 000-50879, filed
on August 13, 2008, and incorporated herein by reference).2.5
    
    Marketing Agreement between Regent Releasing, L.L.C. and PlanetOut Inc. entered
into as of August 12, 2008 (filed as Exhibit 2.2 to our Current Report on Form 8-K,
File No. 000-50879, filed on August 13, 2008, and incorporated herein by
reference).3.1
    
    Amended and Restated Certificate of Incorporation, as amended by Certificate of
Amendment, dated October 1, 2007 and as currently in effect (filed as Exhibit 3.1
to our Current Report on Form 8-K, File No. 000-50879, filed on October 4, 2007,
and incorporated herein by reference).3.2
    
    Amended and Restated Bylaws, as currently in effect (filed as Exhibit 3.4 to our
Registration Statement on Form S-1, File No. 333-114988, initially filed on
April 29, 2004, declared effective on October 13, 2004, and incorporated herein by
reference).4.1
    
    Specimen of Common Stock Certificate (filed as Exhibit 4.1 to our Current Report on
Form 8-K, File No. 000-50879, filed on October 4, 2007, and incorporated herein by
reference).4.2
    
    Form of Senior Debt Indenture (filed as Exhibit 4.5 to our Registration Statement
on Form S-3, File No. 333-133536, filed on April 25, 2006 and incorporated herein
by reference).4.3
    
    Form of Subordinated Debt Indenture (filed as Exhibit 4.6 to our Registration
Statement on Form S-3, File No. 333-133536, filed on April 25, 2006 and
incorporated herein by reference).4.4
    
    Rights Agreement dated as of January 4, 2007 among PlanetOut Inc. and Wells Fargo
Bank, N.A. (filed as Exhibit 99.2 to our Current Report on Form 8-K, File No.
000-50879, filed on January 8, 2007 and incorporated herein by reference).4.5
    
    Form of Rights Certificate (filed as Exhibit 99.3 to our Current Report on Form
8-K, File No. 000-50879, filed on January 8, 2007 and incorporated herein by
reference).4.7
    
    Amendment to Rights Agreement among PlanetOut Inc. and Wells Fargo Bank, N.A. dated
June 28, 2007 (filed as Exhibit 4.7 to our Quarterly Report on Form 10-Q, File No.
000-50879, filed on August 3, 2007 and incorporated herein by reference).4.8
    
    Common Stock Warrant to Allen & Company, LLC dated January 14, 2008 (filed as
Exhibit 99.1 to our Current Report on Form 8-K, File No. 000-50879, filed on
January 17, 2008 and incorporated herein by reference).12.1
    
    Computation of Ratio of Earnings to Fixed Charges.31.1
    
    Certification of Chief Executive Officer pursuant to the Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to the Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 18 U.S.C section 1350.32.2
    
    Certification of Chief Financial Officer pursuant to Section 18 U.S.C. section 1350.
 36