##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934.   Commission File Number:
    000-50879
  PLANETOUT INC.
 (Exact name of registrant as
    specified in its charter)
  DELAWARE

94-3391368(State or other jurisdiction
    of
    Incorporation or organization)

(I.R.S. Employer
    Identification No.)1355 Sansome Street,
    San Francisco CA(Address of principal
    executive offices)

94111(Zip
    Code)   (415) 834-6500
 (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 RegisteredCommon Stock, $0.001 Par Value Per Share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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##### 





PlanetOut
    Inc.Form 10-K
    For The Fiscal Year Ended December 31, 2007
    Table of Contents
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


19Item 2.


Properties


19Item 3.


Legal Proceedings


20Item 4.


Submission of Matters to a Vote of Security
    Holders


20PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


20Item 6.


Selected Financial Data


22Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 8.


Financial Statements and Supplementary Data


37Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


73Item 9A.


Controls and Procedures


73Item 9B


Other Information


74PART IIIItem 10.


Directors and Executive Officers and Corporate
    Governance


74Item 11.


Executive Compensation


74Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


74Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


74Item 14.


Principal Accounting Fees and Services


74PART IVItem 15.


Exhibits and Financial Statement Schedules


75Signatures


79EXHIBIT 12.1EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2    Special
    Note Regarding Forward-Looking Statements
  Form 10-K,




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PART I  Item 1.
    Business  Company
    Overview
    The
    Advocate Out The Out Traveler HIVPlus
  e-mails,
  e-mail
  e-mail
  Out The Advocate Out The Advocate,
    Business
    Segments
  Form 10-K.
 1




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##### Table of Contents



Online
    Segment
    Online
    Advertising Services
      Online
    Subscription Services
    The Advocate Out
       2




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Online
    Transaction Services
  e-commerce on-site
  Online
    Product Development and Technology
          on-site
  Publishing
    Segment
   3




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Magazines
      Editor-In-Chief.
  Out The Advocate
  Out The Advocate Outs The
    Advocates
  Books
    Advertising
    Circulation
  e-mail,
   4




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Paper
    and Printing
      Postal
    Rates
    Competitive
    Strengths
  Strong Community Affinity.
  Critical Mass. Out The Advocate
  Diversified Revenue Streams.
  Scalable Business Model.
  Compelling Content.
 5




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Niche Market Focus.
  
    Focused Advertising.  We believe we deliver
    access to the largest audience of self-identified gay and
    lesbian people in the world. Our advertising programs allow both
    large national and international advertisers as well as smaller,
    local advertisers to reach the LGBT audience in a cost-effective
    manner.
    Leading LGBT Media Outlets.  In addition to the
    critical mass that we have developed online through the Gay.com,
    Out.com, Advocate.com, and PlanetOut.com websites, we also
    publish leading LGBT print publications, including The
    Advocateand Outmagazines. This combination of
    leading online and offline media properties is unique in
    reaching the North America LGBT market.
    Targeted Campaigns.  In addition to offering
    advertisers the opportunity to reach the broader LGBT audience
    across multiple platforms, we offer the opportunity to more
    closely target specific audiences. For example, advertisers have
    the potential to reach our entire online user base with
    run-of-site advertisements or to target only those members who
    share certain common attributes such as age, gender, geographic
    location or online behaviors. By dividing our online content
    offerings into topic sections within channels, we provide our
    advertisers with the ability to target their marketing efforts
    further, by sponsoring topic sections or running individual
    advertisements in channels specifically relevant to their
    particular products and services or brand strategy. Similarly,
    through our print properties, we offer advertisers the ability
    to target members with particular interests such as politics and
    current events, fashion and entertainment, travel, or specific
    health issues.
    Research and Analysis.  We engage third parties
    to conduct independent research on member panels assembled from
    our online membership base regarding the effectiveness of
    specific campaigns as well as other matters of interest to our
    advertisers. Campaign studies examine the effect the campaign
    had on brand awareness, brand attributes, message association,
    brand favorability, purchase intent and advertisement recall and
    can include an analysis of the research and recommendations for
    future advertising campaigns. In addition to benefiting the
    advertiser, this type of research helps educate us on how to
    more effectively position and manage campaigns for our
    advertisers.  Growth
    Strategy
    Growing Our User Base Across Multiple
    Properties.
  
    Cross-Promoting Products and Services.  We are
    building on our extensive member base that we have developed
    online through the Gay.com and PlanetOut.com websites and the
    print leadership of The Advocateand Outmagazines
    by cross-promoting our products and services to the LGBT
    community. We plan to continue marketing directly to consumers
    through targeted online advertising, keyword buys and affiliate
    programs.
    Creating New Products and Services.  We intend
    to offer new products and services through our multi-platform
    network. For example, we are currently developing improvements
    to key features such as chat and profiles, and expanded
    capabilities related to member-generated content as part of our
    website and technology re-architecture currently underway. By
    enhancing website functionality through the development of our
    technology to expand our products and services, we believe we
    can enhance the value of our offerings, attract new users and
    increase our revenue. 6




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Capitalizing on Advertising Growth and
    Relationships. e-mail,
  Leveraging and Growing Our Subscriber
    Base.
  Competition
      Intellectual
    Property
   7




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Employees
    Executive
    Officers
    Name

Age

PositionExecutive officersKaren Magee


47



Chief Executive OfficerDaniel E. Steimle


59



Interim Chief Financial OfficerWilliam Bain


49



Chief Technology Officer   Karen Magee
  Daniel E. Steimle
  William Bain
  Available
    Information
  http://www.planetoutinc.com
  8




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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
    could suffer.
    If we
    are unable to generate revenue from advertising or if we were to
    lose our existing advertisers, our business will
    suffer.
              Our
    success depends, in part, upon the growth of Internet
    advertising and upon our ability to accurately predict the cost
    of customized campaigns.
   9




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If our
    efforts to attract and retain subscribers are not successful,
    our revenue will decrease.
        Our
    core revenue-generating software applications are written on a
    technology platform that has become increasingly difficult to
    support. As we convert our applications onto more stable,
    supportable platforms  a process that requires time
    and financial investment  we face the risk of not
    being able to maintain or enhance the functionality of our
    websites. As a result we may lose market share and our revenue
    may further decline.
   10




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We
    expect our operating results to fluctuate, which may lead to
    volatility in our stock price.
    Our
    limited operating history makes it difficult to evaluate our
    business.
    Recent
    and potential future acquisitions and 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 an impairment charge of
    $21.5 million in continuing operations due to lower
    advertising revenue than expected related to our publishing
    segment and an impairment charge of $4.0 million in
    discontinued operations due to lower revenue than expected
    related to our travel business;
    the difficulty of integrating the acquired assets and personnel
    of the acquired businesses into our operations;
    the potential absorption of significant management attention and
    significant financial resources for the ongoing development of
    our business;
    the potential impairment of relationships with and difficulty in
    attracting and retaining employees of the acquired companies or
    our employees as a result of the integration of acquired
    businesses; 11




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
    the difficulty of integrating the acquired companys
    accounting, human resources and other administrative systems;
    the potential impairment of relationships with subscribers,
    customers and partners of the acquired companies or our
    subscribers, customers and partners as a result of the
    integration of acquired businesses or the divestiture of our
    prior businesses;
    the difficulty in attracting and retaining qualified management
    to lead the combined or retained businesses;
    the potential difficulties associated with entering new lines of
    business with which we have little experience, such as some of
    the businesses we acquired from LPI;
    the difficulty of complying with additional regulatory
    requirements that may become applicable to us as the result of
    an acquisition; and
    the impact of known or unknown liabilities associated with the
    acquired businesses.    If we
    do not continue to attract and retain qualified personnel, our
    business may suffer.
    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.
  and/or
   12




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Any
    significant disruption in service on our websites or in our
    computer and communications hardware and software systems could
    harm our business.
    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.
   13




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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.
      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; 14




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
    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 recently 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 on some of our websites and through some of the
    businesses we acquired from LPI 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 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. In addition,
    we may be deemed a primary producer under the CPO Act because a
    portion of one of the businesses we acquired in the LPI
    acquisition is involved in production of adult content.
    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 15




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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.
   16




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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.
       17




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We are
    exposed to pricing and production capacity risks associated with
    our magazine publishing business, which could result in lower
    revenues and profit margins.
  The Advocate,
    Out, The Out Traveler HIVPlus,
  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.
    Recent
    regulations related to equity compensation could adversely
    affect our ability to attract and retain key
    personnel.
    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.
    Our
    stock price may be volatile and you may lose all or a part of
    your investment.
   18




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e-commerce
  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.    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   19




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Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    High


Low2006First Quarter

$
102.70


$
73.70Second Quarter


100.70



64.70Third Quarter


79.50



26.60Fourth Quarter


48.60



30.402007First Quarter

$
51.90


$
33.00Second Quarter


35.20



8.60Third Quarter


23.30



11.80Fourth Quarter


13.24



5.41          20




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##### Table of Contents



Repurchases
    of Equity Securities
  (d)(c)


Maximum NumberTotal


(or Approximate(a)





Number of


Dollar Value) ofTotal


(b)


Shares Purchased


Shares that MayNumber of


Average


as Part of Publicly


Yet Be PurchasedShares


Price Paid


Announced


Under the PlansPeriod

Purchased(1)


per Share


Plans or Programs


or ProgramsOctober 1, 2007  October 31, 2007





$








November 1, 2007  November 30, 2007














December 1, 2007  December 31, 2007














Total





$








     (1)
    
    PlanetOut does not have any publicly announced plans or programs
    to repurchase shares of its common stock. 21




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Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Year Ended December 31,2003


2004


2005


2006(1)


2007(1)(In thousands, except per share amounts)Revenue:Advertising services

$
4,626


$
6,541


$
11,724


$
26,479


$
25,555Subscription services


12,727



16,775



21,135



24,447



21,901Transaction services


1,746



1,646



2,732



7,830



5,557Total revenue


19,099



24,962



35,591



58,756



53,013Operating costs and expenses:(*)Cost of revenue


6,696



8,068



11,964



26,744



29,886Sales and marketing


6,554



8,806



11,088



15,592



16,266General and administrative


4,242



5,182



7,036



11,690



15,122Restructuring














791



630Depreciation and amortization


2,030



2,457



3,460



5,187



6,723Impairment of goodwill and intangible assets


















25,914Total operating costs and expenses


19,522



24,513



33,548



60,004



94,541Income (loss) from operations


(423
)


449



2,043



(1,248
)


(41,528
)Interest expense


(193
)


(1,077
)


(238
)


(1,189
)


(1,972
)Other income, net


13



116



1,142



573



531Income (loss) from continuing operations before income taxes


(603
)


(512
)


2,947



(1,864
)


(42,969
)(Benefit) provision for income taxes


149



25



207



45



(6
)Income (loss) from continuing operations


(752
)


(537
)


2,740



(1,909
)


(42,963
)Accretion on redeemable convertible preferred stock


(1,729
)


(1,402
)










Loss from discontinued operations, net of taxes














(1,801
)


(8,207
)Net earnings (loss) attributable to common stockholders

$
(2,481
)

$
(1,939
)

$
2,740


$
(3,710
)

$
(51,170
)Net earnings (loss) per share:Basic

$
(15.31
)

$
(4.01
)

$
1.60


$
(2.14
)

$
(17.79
)Diluted

$
(15.31
)

$
(4.01
)

$
1.51


$
(2.14
)

$
(17.79
)Weighted-average shares used to compute net earnings:Basic


162



484



1,712



1,733



2,876Diluted


162



484



1,819



1,733



2,876(*) Stock-based compensation is allocated as follows
    (see Note 10):Cost of revenue

$
502


$
565


$
177


$
67


$
198Sales and marketing


419



556



254



40



40General and administrative


676



1,013



568



180



506Total stock-based compensation

$
1,597


$
2,134


$
999


$
287


$
744   22




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##### Table of Contents



As of December 31,2003


2004


2005


2006(1)


2007(1)(In thousands)Consolidated balance sheet data:Cash and cash equivalents

$
2,282


$
43,128


$
18,461


$
9,674


$
8,534Working capital (deficit)


(2,804
)


39,209



14,761



7,144



8,298Total assets


10,929



59,208



77,338



93,589



41,352Long-term liabilities


545



2,241



10,636



12,647



4,076Redeemable convertible preferred stock


41,413















Stockholders equity (deficit)

$
(37,717
)

$
48,764


$
53,052


$
51,145


$
24,909     (1)
    
    2006 and 2007 data reflects the impact of the acquisition of LPI.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following Managements Discussion and Analysis of
    Financial Condition and Results of Operations summarizes the
    significant factors affecting our consolidated operating
    results, financial condition and liquidity for the three-year
    period ended December 31, 2007, should be read in
    conjunction with the Consolidated Financial Statements and Notes
    to the Consolidated Financial Statements included elsewhere in
    this
    Form 10-K,
    and contains forward-looking statements regarding future events
    and our future results that are subject to the safe harbors
    created under the Securities Act of 1933 (the Securities
    Act) and the Securities Exchange Act of 1934 (the
    Exchange Act). These statements are based on current
    expectations, estimates, forecasts, and projections about the
    industries in which we operate and the beliefs and assumptions
    of our management. Words such as anticipate,
    believe, continue, could,
    estimate, expect, goal,
    intend, may, plan,
    potential, predict, project,
    seek, should, target,
    will, would, variations of such words,
    and similar expressions are intended to identify such
    forward-looking statements. In addition, any statements that
    refer to projections of our future financial performance, our
    anticipated growth and trends in our businesses, and other
    characterizations of future events or circumstances are
    forward-looking statements. Readers are cautioned that these
    forward-looking statements are only predictions and are subject
    to risks, uncertainties, and assumptions that are difficult to
    predict, including those identified below and under Risk
    Factors, and elsewhere in this Annual Report on
    Form 10-K.
    Therefore, actual results may differ materially and adversely
    from those expressed in any forward-looking statements. We
    undertake no obligation to revise or update any forward-looking
    statements for any reason.
  Overview
    Accounting
    for the Impairment or Disposal of Long-Lived Assets,
   23




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##### Table of Contents



The Advocate Out The Out Traveler HIVPlus
      Executive
    Operating and Financial Summary
            Results
    of Operations
    Online
    Segment
   24




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##### Table of Contents



Year Ended December 31,


Increase (Decrease)2006


2007


$


%Online revenue:Advertising services

$
11,116


$
9,365


$
(1,751
)


(16
)%Subscription services


18,378



16,476



(1,902
)


(10
)%Transaction services


2,129



1,191



(938
)


(44
)%Total online revenue


31,623



27,032



(4,591
)


(15
)%Online direct operating costs and expenses:Cost of revenue


10,240



12,673



2,433



24
%Sales and marketing


10,236



9,296



(940
)


(9
)%Total online direct operating costs and expenses


20,476



21,969



1,493



7
%Online contribution margin

$
11,147


$
5,063


$
(6,084
)


(55
)%         Year Ended December 31,


Increase (Decrease)2005


2006


$


%Online revenue:Advertising services

$
9,043


$
11,116


$
2,073



23
%Subscription services


20,202



18,378



(1,824
)


(9
)%Transaction services


1,611



2,129



518



32
%Total online revenue


30,856



31,623



767



2
%Online direct operating costs and expenses:Cost of revenue


9,248



10,240



992



11
%Sales and marketing


10,358



10,236



(122
)


(1
)%Total online direct operating costs and expenses


19,606



20,476



870



4
%Online contribution margin

$
11,250


$
11,147


$
(103
)


(1
)%  25




---



##### Table of Contents



Publishing
    Segment
  The Advocate Out The Out Traveler HIVPlus
    Year Ended December 31,


Increase (Decrease)2006


2007


$


%Publishing revenue:Advertising services

$
15,363


$
16,190


$
827



5
%Subscription services


6,069



5,425



(644
)


(11
)%Transaction services


5,701



4,366



(1,335
)


(23
)%Total publishing revenue


27,133



25,981



(1,152
)


(4
)%Publishing direct operating costs and expenses:Cost of revenue


16,504



17,213



709



4
%Sales and marketing


5,356



6,970



1,614



30
%Total publishing direct operating costs and expenses


21,860



24,183



2,323



11
%Publishing contribution margin

$
5,273


$
1,798


$
(3,475
)


(66
)%      26




---



##### Table of Contents



Year Ended December 31,


Increase (Decrease)2005


2006


$


%Publishing revenue:Advertising services

$
2,681


$
15,363


$
12,682



473
%Subscription services


933



6,069



5,136



550
%Transaction services


1,121



5,701



4,580



409
%Total publishing revenue


4,735



27,133



22,398



473
%Publishing direct operating costs and expenses:Cost of revenue


2,716



16,504



13,788



508
%Sales and marketing


730



5,356



4,626



634
%Total publishing direct operating costs and expenses


3,446



21,860



18,414



534
%Publishing contribution margin

$
1,289


$
5,273


$
3,984



309
%     Other
    Operating Costs and Expenses
    General and Administrative.
      Restructuring. e-commerce
 27




---



##### Table of Contents



Depreciation and Amortization.
    Impairment of Goodwill and Intangible
    Assets.
  Other
    Income and Expenses
  Interest Expense.
  Other Income, Net.
 28




---



##### Table of Contents



Discontinued
    Operations
      Year Ended December 31, 2006


Year Ended December 31, 2007RSVP


DSW


Total


RSVP


DSW


TotalTotal revenue

$
9,158


$
730


$
9,888


$
17,033


$
2


$
17,035Operating costs and expenses:Cost of revenue


8,369



92



8,461



18,737







18,737Sales and marketing


1,317



435



1,752



1,525



37



1,562General and administrative


890



131



1,021



262



1



263Restructuring














19







19Depreciation and amortization


419







419



286







286Impairment of goodwill and intangible assets














4,400







4,400Total operating costs and expenses


10,995



658



11,653



25,229



38



25,267Income (loss) from operations


(1,837
)


72



(1,765
)


(8,196
)


(36
)


(8,232
)Other income (expense), net


8



(44
)


(36
)


25







25Income (loss) from discontinued operations

$
(1,829
)

$
28


$
(1,801
)

$
(8,171
)

$
(36
)

$
(8,207
)  29




---



##### Table of Contents



December 31, 2006RSVP


DSW


TotalCurrent assets of discontinued operations:Accounts receivable

$
374


$



$
374Prepaid expenses and other current assets


7,172



27



7,199$
7,546


$
27


$
7,573Long-term assets of discontinued operations:Property and equipment, net

$
186


$



$
186Goodwill


3,982







3,982Intangible assets, net


2,369







2,369$
6,537


$



$
6,537Current liabilities of discontinued operations:Accounts payable

$
85


$
6


$
91Accrued expenses and other liabilities


397







397Deferred revenue, current portion


5,580







5,580$
6,062


$
6


$
6,068   Critical
    Accounting Policies
        Revenue recognition. No. 00-21,
 30




---



##### Table of Contents



Revenue Arrangements with Multiple
    Deliverables (EITF 00-21),
    No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an
    Agent
  Advertising Costs.
  Valuation Allowances.
      Goodwill and Other Long-lived Assets.
  and/or
 31




---



##### Table of Contents



Capitalized Website Development Costs.
  Stock-based compensation. Share-Based Payment Accounting for Stock Issued to
    Employees
    Income Taxes Accounting for Uncertainty in Income
    Taxes  an Interpretation of FASB Statement
    No. 109
   32




---



##### Table of Contents



Liquidity
    and Capital Resources
      Year Ended December 31,2005


2006


2007(In thousands,except percentage of total assets)Net cash provided by (used in):Operating activities

$
5,488


$
(4,726
)

$
(7,916
)Investing activities


(29,499
)


(14,761
)


893Financing activities


(639
)


10,699



5,854Effect of exchange rate on cash and cash equivalents


(17
)


1



29Net decrease in cash and cash equivalents

$
(24,667
)

$
(8,787
)

$
(1,140
)Cash, cash equivalents and short-term investmentsCash and cash equivalents

$
18,461


$
9,674


$
8,534Short-term investments






2,050



Total cash, cash equivalents and short-term investments

$
18,461


$
11,724


$
8,534Percentage of total assets


23.9
%


12.5
%


20.6
%      33




---



##### Table of Contents



24-month
     34




---



##### Table of Contents



Off-Balance
    Sheet Liabilities
    Other
    Contractual Commitments
    Payments Due by PeriodTotal


2008


2009-2010


2011-2012


2013 & After(In thousands)Contractual obligations:Capital lease obligations

$
2,206


$
1,011


$
1,116


$
79


$
Operating leases


12,674



2,884



5,837



3,953



Total contractual obligations

$
14,880


$
3,895


$
6,953


$
4,032


$
   Capital Lease Obligations.
  Operating Leases.
  Seasonality
    and Inflation
   35




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51 .
  The Fair Value Option for
    Financial Assets and Financial Liabilities  Including
    an Amendment of FASB Statement No. 115
  Fair Value
    Measurements,
 36




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  PlanetOut
    Inc.
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA
  PageConsolidated Financial Statements:Report of Independent Registered Public
    Accounting Firm


38Consolidated Balance Sheets


39Consolidated Statements of Operations


40Consolidated Statements of Stockholders
    Equity


41Consolidated Statements of Cash Flows


42Notes to Consolidated Financial Statements


43Supplementary Financial Data (unaudited):Selected Quarterly Financial Data for each of the
    years ended December 31, 2006 and 2007


71Financial Statement Schedule:Valuation and Qualifying Accounts for each of the
    years ended December 31, 2005, 2006 and 2007


72  37




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            
    38




---



##### Table of Contents



PlanetOut
    Inc.
  CONSOLIDATED BALANCE SHEETS
  December 31,2006


2007(In thousands, except per share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
9,674


$
8,534Short-term investments


2,050



Restricted cash


2,854



167Accounts receivable, net


8,963



6,868Inventory


1,690



1,113Prepaid expenses and other current assets


4,137



2,188Current assets of discontinued operations


7,573



Current assets held for sale






1,795Total current assets


36,941



20,665Property and equipment, net


10,737



8,441Goodwill


28,590



7,123Intangible assets, net


9,763



1,870Other assets


1,021



580Long-term assets of discontinued operations


6,537



Long-term assets held for sale






2,673Total assets

$
93,589


$
41,352LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,691


$
1,338Accrued expenses and other liabilities


3,310



2,491Deferred revenue, current portion


8,989



5,760Capital lease obligations, current portion


694



838Notes payable, current portion net of discount


8,817



Deferred rent, current portion


228



264Current liabilities of discontinued operations


6,068



Current liabilities related to assets held for sale






1,676Total current liabilities


29,797



12,367Deferred revenue, less current portion


1,474



1,089Capital lease obligations, less current portion


1,504



984Notes payable, less current portion and discount


8,100



Deferred rent, less current portion


1,569



1,401Long-term liabilities related to assets held for sale






602Total liabilities


42,444



16,443Commitments and contingencies (Note 7)Stockholders equity:Common stock: $0.001 par value, 100,000 shares
    authorized, 1,763 and 4,096 shares issued and outstanding
    at December 31, 2006 and 2007, respectively


17



40Additional paid-in capital


89,532



114,406Accumulated other comprehensive loss


(122
)


(85
)Accumulated deficit


(38,282
)


(89,452
)Total stockholders equity


51,145



24,909Total liabilities and stockholders equity

$
93,589


$
41,352    39




---



##### Table of Contents



PlanetOut
    Inc.
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31,2005


2006


2007(In thousands, except per share amounts)Revenue:Advertising services

$
11,724


$
26,479


$
25,555Subscription services


21,135



24,447



21,901Transaction services


2,732



7,830



5,557Total revenue


35,591



58,756



53,013Operating costs and expenses:(*)Cost of revenue


11,964



26,744



29,886Sales and marketing


11,088



15,592



16,266General and administrative


7,036



11,690



15,122Restructuring






791



630Depreciation and amortization


3,460



5,187



6,723Impairment of goodwill and intangible assets










25,914Total operating costs and expenses


33,548



60,004



94,541Income (loss) from operations


2,043



(1,248
)


(41,528
)Interest expense


(238
)


(1,189
)


(1,972
)Other income, net


1,142



573



531Income (loss) from continuing operations before income taxes


2,947



(1,864
)


(42,969
)(Benefit) provision for income taxes


207



45



(6
)Income (loss) from continuing operations


2,740



(1,909
)


(42,963
)Loss from discontinued operations, net of taxes






(1,801
)


(8,207
)Net income (loss)

$
2,740


$
(3,710
)

$
(51,170
)Net income (loss) per share from continuing operations:Basic

$
1.60


$
(1.10
)

$
(14.94
)Diluted

$
1.51


$
(1.10
)

$
(14.94
)Loss per share from discontinued operations:Basic

$



$
(1.04
)

$
(2.85
)Diluted

$



$
(1.04
)

$
(2.85
)Net income (loss) per share:Basic

$
1.60


$
(2.14
)

$
(17.79
)Diluted

$
1.51


$
(2.14
)

$
(17.79
)Weighted-average shares used to compute income (loss) per share:Basic


1,712



1,733



2,876Diluted


1,819



1,733



2,876(*) Stock-based compensation is allocated as follows (see
    Note 10):Cost of revenue

$
177


$
67


$
198Sales and marketing


254



40



40General and administrative


568



180



506Total stock-based compensation

$
999


$
287


$
744    40




---



##### Table of Contents



PlanetOut
    Inc.
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
  Year Ended December 31,2005


2006


2007(In thousands)Common stock:Balance, beginning of year

$
17


$
17


$
17Equity financing










23Balance, end of year


17



17



40Additional
    paid-in-capital:Balance, beginning of year


88,387



88,333



89,532Issuance of common stock for cash on exercise of options and
    warrants


552



461



71Stock-based compensation, net of cancellations and tax effects
    of disqualifying dispositions


(687
)


293



761Issuance of common stock warrants in connection with debt
    issuance






445



Issuance of common stock warrants in connection with financial
    advisory services










185Restricted stock withheld for taxes










(137
)Equity financing










23,994Stock-based compensation upon acceleration of unvested options


81







Balance, end of year


88,333



89,532



114,406Note receivable from stockholder:Balance, beginning of year


(603
)


(603
)


Repayment of note receivable from stockholder






603



Balance, end of year


(603
)






Unearned stock-based compensation:Balance, beginning of year


(1,619
)






Unearned stock-based compensation, net of cancellations


493







Amortization of unearned stock-based compensation, net of
    cancellations


600







Stock-based compensation upon acceleration of unvested options


526







Balance, end of year










Accumulated other comprehensive loss:Balance, beginning of year


(106
)


(123
)


(122
)Foreign currency translation adjustment


(17
)


1



37Balance, end of year


(123
)


(122
)


(85
)Accumulated deficit:Balance, beginning of year


(37,312
)


(34,572
)


(38,282
)Net income (loss)


2,740



(3,710
)


(51,170
)Balance, end of year


(34,572
)


(38,282
)


(89,452
)Total stockholders equity

$
53,052


$
51,145


$
24,909Number of sharesCommon stock:Balance, beginning of year


1,694



1,725



1,763Issuance of common stock upon exercise of options and warrants


31



16



14Issuance of restricted stock






22



48Forfeitures of restricted stock grants










(4
)Restricted stock withheld for taxes










(3
)Equity financing










2,278Balance, end of year


1,725



1,763



4,096    41




---



##### Table of Contents



PlanetOut
    Inc.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2005


2006


2007(In thousands)Cash flows from operating activities:Net income (loss)

$
2,740


$
(3,710
)

$
(51,170
)Net loss from discontinued operations, net of tax






1,801



8,207Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization


3,460



5,187



6,723Impairment of goodwill and intangible assets










25,914Non-cash services expense










185Provision for doubtful accounts


112



219



211Restructuring






19



203Stock-based compensation, net of cancellation and tax effects


405



287



744Stock-based compensation upon acceleration of vesting of
    unvested options


608







Amortization of debt discount






55



392Amortization of deferred rent


256



(43
)


(132
)Loss on disposal or write-off of property and equipment


71



46



940Equity in net loss of unconsolidated affiliate


57







Changes in operating assets and liabilities, net of acquisition
    effects and restructuring:Accounts receivable


(4,067
)


(3,152
)


1,987Inventory


(668
)


(341
)


263Prepaid expenses and other assets


1,221



(1,629
)


1,489Accounts payable


(706
)


357



(281
)Accrued expenses and other liabilities


1,201



560



(858
)Deferred revenue


798



(24
)


(1,602
)Net cash provided by (used in) operating activities of
    continuing operations


5,488



(368
)


(6,785
)Net cash used in operating activities of discontinued operations






(4,358
)


(1,131
)Net cash provided by(used in)operating activities


5,488



(4,726
)


(7,916
)Cash flows from investing activities:Acquisitions, net of issuance of note payable and cash acquired


(25,546
)


76



Acquisitions of discontinued operations, net of cash acquired






(5,479
)


Purchases of property and equipment


(3,953
)


(4,454
)


(3,844
)(Purchases) sales of short-term investments






(2,050
)


2,050Changes in restricted cash






(2,854
)


2,687Net cash provided by (used in) investing activities


(29,499
)


(14,761
)


893Cash flows from financing activities:Proceeds from exercise of common stock and preferred stock
    options and warrants


552



461



71Proceeds from equity financing, net of transaction costs










24,017Proceeds from repayment of note receivable from stockholder






843



Tax withholding payments reimbursed by restricted stock










(137
)Principal payments under capital lease obligations and notes
    payable


(1,191
)


(1,105
)


(18,097
)Proceeds from issuance of notes payable






10,500



Net cash provided by(used in)financing activities


(639
)


10,699



5,854Effect of exchange rate on cash and cash equivalents


(17
)


1



29Net decrease in cash and cash equivalents


(24,667
)


(8,787
)


(1,140
)Cash and cash equivalents, beginning of period


43,128



18,461



9,674Cash and cash equivalents, end of period

$
18,461


$
9,674


$
8,534Supplemental disclosure of cash flow information:Cash paid for interest

$
105


$
1,189


$
1,972Cash paid (refund received) for taxes

$
172


$
177


$
(59
)Supplemental disclosure of noncash flow investing and financing
    activities:Property and equipment and related maintenance acquired under
    capital leases

$
113


$
2,525


$
461Unearned stock-based compensation

$
493


$



$
Issuance of note payable in connection with acquisition

$
7,075


$



$
Issuance of common stock warrants in connection with debt
    issuance

$



$
445


$
    42




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1 
    The
    Company and Summary of Significant Accounting Policies  The
    Company
    The Advocate, Out, The Out Traveler HIVPlus
    Principles
    of Consolidation and Basis of Presentation
        Reverse
    Stock Split
   43




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications
    Use of
    Estimates
    Cash
    Equivalents and Short-Term Investments
    Restricted
    Cash
    Fair
    Value of Financial Instruments
    Concentration
    of Credit Risk
   44




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Foreign
    Currency Translation
    Inventory
  first-in,
  Property
    and Equipment
    Internal
    Use Software and Website Development Costs
  98-1, Accounting for Costs of Computer Software Developed or
    Obtained for Internal Use (SOP 98-1) No. 00-02, Accounting for Web Site Development Costs (EITF 00-02). SOP 98-1
 45




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
  Goodwill and
    Other Intangible Assets.
          Intangible
    Assets and Other Long-Lived Assets
  Accounting for the Impairment or
    Disposal of Long-Lived Assets
 46




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Revenue
    Recognition
  No. 00-21, Revenue Arrangements with Multiple
    Deliverables (EITF 00-21),
    No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an
    Agent,
 47




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Advertising
    Sales
    Returns and Allowances
    Allowance
    for Doubtful Accounts
    Stock-Based
    Compensation
  Share-Based
    Payment Accounting for Stock Issued to
    Employees,
    Accounting for Stock-based Compensation 
    Transition and Disclosure (as amended)
 48




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    Taxes
  Accounting for Uncertainty in Income Taxes 
    an Interpretation of FASB Statement No. 109
      Comprehensive
    Loss
    Net
    Income (Loss) Per Share
   49




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2005


2006


2007Numerator:Net income (loss)

$
2,740


$
(3,710
)

$
(51,170
)Denominator:Weighted-average shares used to compute basic EPS


1,712



1,733



2,876Effect of dilutive securities:Dilutive common stock equivalents


107







Dilutive potential common shares


107







Weighted-average shares used to compute diluted EPS


1,819



1,733



2,876Net income (loss) per share:Basic

$
1.60


$
(2.14
)

$
(17.79
)Diluted

$
1.51


$
(2.14
)

$
(17.79
)     Year Ended December 31,2005


2006


2007Common stock options and warrants


70



187



216   Recent
    Accounting Pronouncements
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51 .
  The Fair Value Option for
    Financial Assets and Financial Liabilities  Including
    an Amendment of FASB Statement No. 115
 50




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value
    Measurements,
  Note 2 
    Segment
    Information       51




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2007Online


Publishing


TotalRevenue:Advertising services

$
9,365


$
16,190


$
25,555Subscription services


16,476



5,425



21,901Transaction services


1,191



4,366



5,557Total revenue


27,032



25,981



53,013Direct operating costs and expenses:Cost of revenue


12,673



17,213



29,886Sales and marketing


9,296



6,970



16,266Total direct operating costs and expenses


21,969



24,183



46,152Contribution margin

$
5,063


$
1,798



6,861Other operating costs and expenses:General and administrative










15,122Restructuring










630Depreciation and amortization










6,723Impairment of goodwill










25,914Total other operating costs and expenses










48,389Loss from operations










(41,528
)Other expense, net










(1,441
)Benefit for income taxes










6Loss from discontinued operations










(8,207
)Net loss









$
(51,170
)   52




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31, 2006Online


Publishing


TotalRevenue:Advertising services

$
11,116


$
15,363


$
26,479Subscription services


18,378



6,069



24,447Transaction services


2,129



5,701



7,830Total revenue


31,623



27,133



58,756Direct operating costs and expenses:Cost of revenue


10,240



16,504



26,744Sales and marketing


10,236



5,356



15,592Total direct operating costs and expenses


20,476



21,860



42,336Contribution margin

$
11,147


$
5,273



16,420Other operating costs and expenses:General and administrative










11,690Restructuring










791Depreciation and amortization










5,187Total other operating costs and expenses










17,668Loss from operations










(1,248
)Other expense, net










(616
)Provision for income taxes










(45
)Loss from discontinued operations










(1,801
)Net loss









$
(3,710
)   Year Ended December 31, 2005Online


Publishing


TotalRevenue:Advertising services

$
9,043


$
2,681


$
11,724Subscription services


20,202



933



21,135Transaction services


1,611



1,121



2,732Total revenue


30,856



4,735



35,591Direct operating costs and expenses:Cost of revenue


9,248



2,716



11,964Sales and marketing


10,358



730



11,088Total direct operating costs and expenses


19,606



3,446



23,052Contribution margin

$
11,250


$
1,289



12,539Other operating costs and expenses:General and administrative










7,036Depreciation and amortization










3,460Total other operating costs and expenses










10,496Income from operations










2,043Other income, net










904Provision for income taxes










(207
)Net income









$
2,740  53




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2006


2007(In thousands)Total assets by reportable segment:Online

$
33,149


$
24,105Publishing


45,409



17,247Travel and Events


15,031



$
93,589


$
41,352   Note 3 
    Goodwill
    and Intangible Assets  Goodwill
       54




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,








December 31,Acquisition

2006


Adjustments


Impairment


2007Online

$
3,403


$



$
(415
)

$
2,988Publishing


25,187



48



(21,100
)


4,135$
28,590


$
48


$
(21,515
)

$
7,123     Intangible
    Assets
    December 31, 2006


December 31, 2007Gross








GrossCarrying


Accumulated


Net Carrying


Carrying


Accumulated


Net CarryingAmount


Amortization


Amount


Amount


Amortization


AmountCustomer lists and user bases

$
8,678


$
4,615


$
4,063


$
4,809


$
4,809


$
Tradenames


8,040



2,340



5,700



4,210



2,340



1,870Other intangible assets


726



726







726



726



$
17,444


$
7,681


$
9,763


$
9,745


$
7,875


$
1,870         Note 4 
    Assets
    and Liabilities Related to Assets Held for Sale  Accounting for the Impairment or Disposal of Long-Lived
    Assets,
 55




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Current assets held for sale:Accounts receivable, net

$
977Inventory


314Prepaid expenses and other current assets


504$
1,795Long-term assets held for sale:Property and equipment, net

$
54Intangible assets, net


2,567Other assets


52$
2,673Current liabilities related to assets held for sale:Accounts payable

$
74Accrued expenses and other liabilities


161Deferred revenue, current portion


1,434Capital lease obligations, current portion


7$
1,676Long-term liabilities related to assets held for sale:Deferred revenue, less current portion

$
578Capital lease obligations, less current portion


24$
602   Note 5 
    Other
    Balance Sheet Components    56




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,2005


2006


2007(In thousands)Accounts receivable:Trade accounts receivable

$
7,033


$
10,532


$
7,712Less: Allowance for doubtful accounts


(259
)


(520
)


(303
)Less: Provision for returns


(744
)


(1,049
)


(541
)$
6,774


$
8,963


$
6,868       December 31,2005


2006


2007(In thousands)InventoryMaterials for future publications

$
415


$
370


$
375Finished goods available for sale


1,019



1,386



7881,434



1,756



1,163Less: reserve for obsolete inventory


(85
)


(66
)


(50
)$
1,349


$
1,690


$
1,113     December 31,2006


2007(In thousands)Property and equipment:Computer equipment and software

$
13,694


$
10,364Furniture and fixtures


1,202



1,082Leasehold improvements


2,245



2,299Website development costs


6,855



6,45323,996



20,198Less: Accumulated depreciation and amortization


(13,259
)


(11,757
)$
10,737


$
8,441  57




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2006


2007(In thousands)Accrued expenses and other liabilities:Accrued payroll and related liabilities

$
1,163


$
1,422Other accrued liabilities


2,147



1,069$
3,310


$
2,491   Note 6 
    Notes
    Payable    December 31,2006(In thousands)Notes payable to vendors

$
47LPI note


7,075Orix term loan


7,187Orix revolving loan


3,00017,309Less: discount


(392
)16,917Less: current portion, net of discount


8,817Notes payable, less current portion and discount

$
8,100       24-month
 58




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7-year
    Note 7 
    Commitments and Contingencies  Operating
    Leases
      OperatingYear Ending December 31,

Leases2008

$
2,8842009


2,9572010


2,8802011


2,8872012


1,066$
12,674  59




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Capital
    Leases
    CapitalYear Ending December 31,

Leases2008

$
1,0032009


7702010


3292011


692012


2Total minimum lease payments


2,173Less: Amount representing interest


(351
)Present value of capital lease obligations


1,822Less: Current portion


(838
)Long-term portion of capital lease obligations

$
984     Co-location
    Facility Agreement
    Indemnification
   60




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Contingencies
    Note 8 
    Related
    Party Transactions  Note
    Receivable
    Note 9 
    Stockholders Equity  Stockholder
    Rights Plan
    Preferred
    Stock
    Equity
    Financing
  Form S-3
 61




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Warrants
  7-year
      Orix Warrant


Allen WarrantExpected lives (in years)


7.0



10.0Risk free interest rates


4.56
%


4.65
%Dividend yield


0
%


0
%Volatility


105
%


61
%   Note 10 
    Stock-Based Plans  Stock
    Option Plans
     62




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Options OutstandingWeightedWeighted-


AverageShares





Average


Remaining


AggregateAvailable


Number of


Exercise


Contractual Term


Intrinsicfor Grant


Shares


Price


(In Years)


ValueBalances at December 31, 2004


107



220


$
41.90Additional shares reserved


55







Options granted


(46
)


46



84.80Options exercised






(24
)


12.30Options cancelled


(47
)


(31
)


71.60Balances at December 31, 2005


69



211



50.30Additional shares reserved


55







Restricted stock granted


(22
)






Options granted


(5
)


5



90.80Options exercised






(16
)


28.90Options cancelled


2



(25
)


89.20Balances at December 31, 2006


99



175



47.72Additional shares reserved


55







Restricted stock granted


(48
)






Options exercised






(14
)


4.60Options cancelled


15



(32
)


81.30Balances at December 31, 2007


121



129


$
45.00



5.3


$
113Vested and expected to vest at December 31, 2007






129


$
44.89



5.2


$
113Options exercisable at December 31, 2007






129


$
44.89



5.2


$
113    63




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options OutstandingWeighted-





Options ExercisableAverage


Weighted-





Weighted-Remaining


Average





AverageNumber of


Contractual


Exercise


Number of


ExerciseRange of Exercise Price

Shares


Life (Years)


Price


Shares


Price$  0.00 - $ 14.66


64



4.5


$
4.43



64


$
4.43$ 14.67 - $ 29.32


3



2.1



22.51



3



22.51$ 29.32 - $ 58.64


3



3.5



40.70



3



40.70$ 58.65 - $ 73.30


2



7.4



70.70



2



70.70$ 73.31 - $ 87.96


18



7.7



82.88



18



82.88$ 87.97 - $117.28


36



5.7



90.94



36



90.94$117.29 - $146.30


3



3.1



135.51



3



135.51129



6.4


$
45.00



129


$
44.89       Restricted
    Stock Grants
     64




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageGrant-DateShares


Fair ValueUnvested at January 1, 2006





$
Granted


22



63.70Vested


(1
)


66.70Unvested at December 31, 2006


21



63.70Granted


48



17.13Vested


(16
)


46.89Forfeited


(4
)


52.44Unvested at December 31, 2007


49


$
24.17   Stock-Based
    Compensation
        Year Ended December 31,2005

2006Common stock options:Expected lives (in years)

5.0

7.0Risk free interest rates

3.59 - 4.55%

4.32 - 4.57%Dividend yield

0%

0%Volatility

85%

75%    65




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year EndedDecember 31,2005Net income, as reported

$
2,740Add: Employee stock-based compensation expense included in
    reported net income, net of tax


971Less: Total employee stock-based compensation expense determined
    under fair value, net of tax


(3,815
)Pro forma net loss

$
(104
)Net loss per share:As reported  basic

$
1.60As reported  diluted

$
1.51Pro forma  basic

$
(0.10
)Pro forma  diluted

$
(0.10
)     Accounting for Certain Transactions Involving Stock
    Compensation an Interpretation of APB No. 25
  Stock-based
    Compensation Associated with Awards Granted to
    Nonemployees
   66




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Option
    Cancellation and Regrant Program
      Note 11 
    Defined
    Contribution Plan    Note 12 
    Restructuring  e-commerce
   67




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 13 
    Income
    Taxes      Year Ended December 31,2005


2006


2007Provision at statutory rate


34.00
%


34.00
%


34.00
%State taxes, net of federal benefit


1.82



(0.52
)


Permanent differences


13.10



(1.26
)


(0.09
)Change in valuation allowance


(44.24
)


(33.48
)


(34.03
)Other


2.34



0.03



0.13Net tax provision


7.02
%


(1.23
)%


0.01
%     Year Ended December 31,2005


2006


2007Deferred tax assets:Net operating loss carryforwards

$
12,708


$
13,400


$
24,502Accruals, depreciation and amortization


1,581



2,106



12,147Other


(298
)


(289
)


(632
)13,991



15,217



36,017Less: Valuation allowance


(13,991
)


(15,217
)


(36,017
)$



$



$
         Note 14 
    Discontinued Operations   68




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31, 2006


Year Ended December 31, 2007RSVP


DSW


Total


RSVP


DSW


TotalTotal revenue

$
9,158


$
730


$
9,888


$
17,033


$
2


$
17,035Operating costs and expenses:Cost of revenue


8,369



92



8,461



18,737







18,737Sales and marketing


1,317



435



1,752



1,525



37



1,562General and administrative


890



131



1,021



262



1



263Restructuring














19







19Depreciation and amortization


419







419



286







286Impairment of goodwill and intangible assets














4,400







4,400Total operating costs and expenses


10,995



658



11,653



25,229



38



25,267Income (loss) from operations


(1,837
)


72



(1,765
)


(8,196
)


(36
)


(8,232
)Other income (expense), net


8



(44
)


(36
)


25







25Income (loss) from discontinued operations

$
(1,829
)

$
28


$
(1,801
)

$
(8,171
)

$
(36
)

$
(8,207
)     December 31, 2006RSVP


DSW


TotalCurrent assets of discontinued operations:Accounts receivable

$
374


$



$
374Prepaid expenses and other current assets


7,172



27



7,199$
7,546


$
27


$
7,573Long-term assets of discontinued operations:Property and equipment, net

$
186


$



$
186Goodwill


3,982







3,982Intangible assets, net


2,369







2,369$
6,537


$



$
6,537Current liabilities of discontinued operations:Accounts payable

$
85


$
6


$
91Accrued expenses and other liabilities


397







397Deferred revenue, current portion


5,580







5,580$
6,062


$
6


$
6,068  69




---



##### Table of Contents



PlanetOut
    Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 15 
    Subsequent Events  Issuance
    of Warrant
    Retention
    and Severance Plan
   70




---



##### Table of Contents



Supplementary
    Data  Selected Quarterly Financial Data
    (Unaudited)    Three Months EndedMar 31,


Jun 30,


Sep 30,


Dec 31,


Mar 31,


Jun 30,


Sep 30,


Dec 31,2006


2006


2006


2006


2007


2007


2007


2007(In thousands except per share amounts)Revenue:Advertising services

$
5,347


$
7,318


$
6,386


$
7,428


$
5,323



6,742



7,296



6,194Subscription services


6,270



6,321



5,831



6,025



5,646



5,695



5,393



5,167Transaction services


1,822



2,018



1,823



2,167



1,393



1,301



1,037



1,826Total revenue


13,439



15,657



14,040



15,620



12,362



13,738



13,726



13,187Operating costs and expenses:(*)Cost of revenues


6,415



6,769



6,221



7,339



6,851



8,019



7,079



7,937Sales and marketing


3,788



3,867



3,777



4,160



4,106



4,065



4,126



3,969General and administrative


2,900



2,872



2,845



3,073



4,307



3,969



3,683



3,163Restructuring






834



58



(101
)










581



49Depreciation and amortization


1,183



1,174



1,192



1,638



1,617



1,757



1,703



1,646Impairment of goodwill and intangible assets






















21,100







4,814Total operating costs and expenses


14,286



15,516



14,093



16,109



16,881



38,910



17,172



21,578Income (loss) from operations


(847
)


141



(53
)


(489
)


(4,519
)


(25,172
)


(3,446
)


(8,391
)Interest expense


(197
)


(201
)


(218
)


(573
)


(551
)


(597
)


(770
)


(54
)Other income, net


170



109



95



199



160



104



160



107Income (loss) from continuing operations before income taxes


(874
)


49



(176
)


(863
)


(4,910
)


(25,665
)


(4,056
)


(8,338
)(Provision) benefit for income taxes










(38
)


(7
)










6



Income (loss) from continuing operations


(874
)


49



(214
)


(870
)


(4,910
)


(25,665
)


(4,050
)


(8,338
)Income (loss) from discontinued operations, net of taxes


742



(403
)


(1,280
)


(860
)


(1,964
)


(5,336
)


(1,205
)


298Net loss

$
(132
)

$
(354
)

$
(1,494
)

$
(1,730
)

$
(6,874
)

$
(31,001
)

$
(5,255
)

$
(8,040
)Net loss per share:Basic

$
(0.08
)

$
(0.20
)

$
(0.86
)

$
(0.99
)

$
(3.94
)

$
(17.70
)

$
(1.34
)

$
(1.99
)Diluted

$
(0.08
)

$
(0.20
)

$
(0.86
)

$
(0.99
)

$
(3.94
)

$
(17.70
)

$
(1.34
)

$
(1.99
)Weighted-average shares used to compute net loss per share:Basic


1,726



1,732



1,733



1,739



1,745



1,751



3,920



4,048Diluted


1,726



1,732



1,733



1,739



1,745



1,751



3,920



4,048(*) Stock-based compensation is allocated as follows:Cost of revenues

$
5


$
1


$
11


$
50


$
77



51



36



34Sales and marketing


1



1



16



22



33



2



2



3General and administrative


79



(101
)


34



168



180



108



129



89$
85


$
(99
)

$
61


$
240


$
290


$
161


$
167


$
126  71




---



##### Table of Contents



PlanetOut
    Inc.
  FINANCIAL STATEMENT SCHEDULE
  Form 10-K
  Charged orBalance at


Credited to





ChargesBeginning of


Net Income


Charged to


Utilized


Balance atPeriod


(Loss)


Other Accounts


Write-offs


End of Period(In thousands)Allowance for Doubtful AccountsYear ended December 31, 2005

$
59


$
112


$
175


$
(87
)

$
259Year ended December 31, 2006

$
259


$
384


$
1,440


$
(1,563
)

$
520Year ended December 31, 2007

$
520


$
387


$
1,052


$
(1,458
)

$
501Allowance for Transaction LossesYear ended December 31, 2005

$
90


$
3


$



$



$
93Year ended December 31, 2006

$
93


$
8


$



$



$
101Year ended December 31, 2007

$
101


$
(12
)

$



$



$
89Provision for ReturnsYear ended December 31, 2005

$



$
839


$



$
(95
)

$
744Year ended December 31, 2006

$
744


$
4,589


$



$
(4,284
)

$
1,049Year ended December 31, 2007

$
1,049


$
4,304


$
5


$
(4,545
)

$
813Tax Valuation AllowanceYear ended December 31, 2005

$
15,046


$



$



$
(1,055
)

$
13,991Year ended December 31, 2006

$
13,991


$



$



$
1,226


$
15,217Year ended December 31, 2007

$
15,217










$
20,800


$
36,017Inventory Obsolescence ReservesYear ended December 31, 2005

$



$
5


$
82


$
(2
)

$
85Year ended December 31, 2006

$
85


$
34


$



$
(53
)

$
66Year ended December 31, 2007

$
66


$
74


$



$
(50
)

$
90  72




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure  Change
    in Auditors
    Regulation S-K
  Regulation S-K.
    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
      Managements
    Report on Internal Control over Financial
    Reporting.
  Rules 13a-15(f) 15d-15(f) Internal Control-Integrated Framework
   73




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors
    and Executive Officers and Corporate Governance  www.planetoutinc.com www.planetoutinc.com
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   74




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules      Regulation S-K):
  ExhibitNumber

Description of Documents2
.1

Asset Purchase Agreement dated November 8, 2005, by and among:
    LPI Media Inc. and SpecPub, Inc., each a Delaware corporation;
    Triangle Marketing Services, Inc., a Delaware corporation and a
    wholly owned subsidiary of LPI Media Inc.; PlanetOut Inc., a
    Delaware corporation; and Vulcan Acquisition Corp. and SpecPub
    Acquisition Corp., each a Delaware corporation and a wholly
    owned subsidiary of PlanetOut Inc. (filed as Exhibit 2.1 to our
    Current Report on Form 8-K, File No. 000-50879, filed on
    November 14, 2005, and amended as disclosed in our current
    report on Form 8-K/A, File No. 000-50879, filed on January 20,
    2006, each of which is incorporated herein by reference).
    Certain schedules (and similar attachments) to Exhibit 2.1 have
    been omitted in accordance with Item 601(b)(2) of Regulation
    S-K.
    PlanetOut will furnish a supplemental copy of any omitted
    schedule (or similar attachment) to the Commission upon request.2
.2

Asset Purchase Agreement dated January 19, 2006, by and among:
    RSVP Productions, Inc., a Minnesota corporation; PlanetOut Inc.,
    a Delaware corporation; Shuttlecraft Acquisition Corp., a
    Delaware corporation and a wholly owned subsidiary of PlanetOut;
    and Paul Figlmiller, an individual (filed as Exhibit 2.1 to our
    Current Report on Form 8-K, File No. 000-50879, filed on January
    24, 2006, and incorporated herein by reference).  Certain
    schedules (and similar attachments) to Exhibit 2.2 have been
    omitted in accordance with Item 601(b)(2) of Regulation S-K.
    PlanetOut will furnish a supplemental copy of any omitted
    schedule (or similar attachment) to the Commission upon request.2
.3

Business Purchase and Sale Agreement by and among RSVP
    Productions, Inc., PlanetOut Inc., Atlantis Events, Inc. and
    RSVP Vacations, LLC dated on October 10, 2007 (filed as Exhibit
    2.1 to out Current Report on Form 8-K, file No 000-50879, filed
    on December 19, 2007, and incorporated herein by reference).
    Certain schedules (and similar attachments) to Exhibit 2.3 have
    been omitted in accordance with Item 601(b)(2) of Regulation
    S-K. PlanetOut will furnish a supplemental copy of any omitted
    schedule (or similar attachment) to the Commission upon request.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). 75




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##### Table of Contents



ExhibitNumber

Description of Documents4
.6

Warrant Certificate issued to Allen & Company, LLC dated
    May 15, 2007 (filed as Exhibit 99.1 to our Current Report on
    Form 8-K, File No. 000-50879, filed on May 18, 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).10
.1

1996 Stock Option Plan of PlanetOut Corporation (filed as
    Exhibit 10.1 to our Registration Statement on Form S-1, File No.
    333-114988, initially filed on April 29, 2004 and incorporated
    herein by reference).10
.2

1996 Equity Incentive Plan of PlanetOut Corporation (filed as
    Exhibit 10.2 to our Registration Statement on Form S-1, File No.
    333-114988, initially filed on April 29, 2004 and incorporated
    herein by reference).10
.3

Secured Promissory Note dated May 2001 and Stock Pledge
    Agreement dated June 29, 2001 by and between PlanetOut Partners,
    Inc. and Mark Elderkin (filed as Exhibit 10.4 to our
    Registration Statement on Form S-1, File No. 333-114988,
    initially filed on April 29, 2004 and incorporated herein by
    reference).10
.4

Online Partners.com, Inc. 1997 Stock Plan (filed as Exhibit 10.5
    to our Registration Statement on Form
    S-1, File
    No. 333-114988, initially filed on April 29, 2004 and
    incorporated herein by reference).10
.5

PlanetOut Partners, Inc. 2001 Equity Incentive Plan (filed as
    Exhibit 10.6 to our Registration Statement on Form S-1, File No.
    333-114988, initially filed on April 29, 2004 and incorporated
    herein by reference).10
.6

PlanetOut Inc. 2004 Equity Incentive Plan (filed as Exhibit 10.7
    to our Registration Statement on Form
    S-1, File
    No. 333-114988, initially filed on April 29, 2004 and
    incorporated herein by reference).10
.7

PlanetOut Inc. 2004 Executive Officers and Directors Equity
    Incentive Plan (filed as Exhibit 10.8 to our Registration
    Statement on Form S-1, File No. 333-114988, initially filed on
    April 29, 2004 and incorporated herein by reference).10
.8

Form of PlanetOut Inc. 2004 Equity Incentive Plan Stock Option
    Grant Notice and Agreement (filed as Exhibit 99.7 to our
    Registration Statement on Form S-8, File No. 333-121633,
    initially filed on December 23, 2004 and incorporated herein by
    reference).10
.9

Form of PlanetOut Inc. 2004 Equity Incentive Plan Restricted
    Stock Award Agreement (filed as Exhibit 99.2 to our Current
    Report on Form 8-K, File No. 000-50879, filed on December 23,
    2005, and incorporated herein by reference).10
.10

Office lease dated July 1, 2004 by and between Blue Jean
    Equities West and PlanetOut Inc. (filed as Exhibit 10.12 to our
    Registration Statement on Form S-1, File No. 333-114988,
    initially filed on April 29, 2004 and incorporated herein by
    reference).10
.11

Form of directors and officers indemnification
    agreement (filed as Exhibit 10.22 to our Registration Statement
    on Form S-1, File No. 333-114988, initially filed on April 29,
    2004 and incorporated herein by reference).10
.12

Amended and Restated Employment Agreement dated as of April 26,
    2004 by and between Lowell R. Selvin and PlanetOut Inc. (filed
    as Exhibit 10.24 to our Registration Statement on Form S-1,
    File No. 333-114988,
    initially filed on April 29, 2004, and amended as described in
    Exhibit 99.1 to our Current Report on Form 8-K, File No.
    000-50879, filed on December 23, 2005, each of which is
    incorporated herein by reference).10
.13

Amended and Restated Investors Rights Agreement by and among the
    registrant and the parties identified on Schedule A thereto
    (filed as Exhibit 10.23 to our Registration Statement on Form
    S-1,
    File No. 333-114988,
    initially filed on April 29, 2004 and incorporated herein by
    reference).10
.14

Employment Agreement dated as of January 31, 2005 by and between
    Donna L. Gibbs and PlanetOut Inc. (filed as Exhibit 99.1 to our
    Current Report on Form 8-K, File No. 000-50879, filed on
    February 4, 2005, and amended as described in Exhibit 99.3 to
    our Current Report on Form 8-K, File No. 000-50879, filed on May
    23, 2005, each of which is incorporated herein by reference). 76




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##### Table of Contents



ExhibitNumber

Description of Documents10
.15

Form of Stock Option Agreement for Non-Employee Directors under
    the PlanetOut Inc. 2004 Equity Incentive Plan (filed as Exhibit
    99.2 to our Current Report on Form 8-K, File No. 000-50879,
    filed on May 23, 2005, and incorporated herein by reference).10
.16

PlanetOut Inc. Management by Objective Plan (a description of
    which is filed as Exhibit 99.1 to our Current Report on Form
    8-K, File No. 000-50879, filed on May 23, 2005 and incorporated
    herein by reference).10
.17

Employment Agreement dated as of June 30, 2005 and effective
    July 6, 2005, by and among PlanetOut Inc. and Peter Kretzman
    (filed as Exhibit 99.1 to our Current Report on Form 8-K, File
    No. 000-50879, filed on July 7, 2005 and incorporated herein by
    reference).10
.18

Option Acceleration Program (a description of which is filed as
    Exhibit 99.1 to our Current Report on Form 8-K, File No.
    000-50879, filed on December 23, 2005 and incorporated herein by
    reference).10
.19

Loan and Security Agreement dated January 19, 2006, by and among
    RSVP Productions, Inc., a Minnesota corporation, and PlanetOut
    Inc., a Delaware corporation (filed as Exhibit 2.2 to our
    Current Report on Form 8-K, File No. 000-50879, filed on January
    24, 2006, and incorporated herein by reference).10
.20

Employment Agreement, dated as of February 28, 2006 and
    effective February 28, 2006, by and among PlanetOut Inc. and
    Daniel J. Miller (filed as Exhibit 99.1 to our Current Report on
    Form 8-K,
    File No. 000-50879,
    filed on March 6, 2006 and incorporated herein by reference).10
.21

Amended and Restated Employment Agreement dated as of April 26,
    2004 by and between Mark D. Elderkin and PlanetOut Inc. (filed
    as Exhibit 10.25 to our Registration Statement on Form S-1,
    File No. 333-114988,
    initially filed on April 29, 2004, and amended as described in
    Exhibit 99.1 to our Current Report on Form 8-K, File No.
    000-50879, filed on January 31, 2006, each of which is
    incorporated herein by reference).10
.22

Outside Director Compensation Program (a description of which is
    filed as Exhibit 99.1 to our Current Report on Form 8-K, File
    No. 000-50879, filed on December 23, 2005, and amended as
    described in Exhibit 99.1 to our Current Report on Form 8-K,
    File No. 000-50879, filed January 31, 2006, each of which is
    incorporated herein by reference).10
.23

Employment Agreement, dated as of June 20, 2006 by and between
    Karen Magee and PlanetOut Inc. (filed as Exhibit 99.1 to our
    Current Report on Form 8-K, File No. 000-50879, filed on June
    23, 2006 and incorporated herein by reference).10
.24

Amended and Restated Employment Agreement dated as of August 2,
    2006 by and between Jeffrey T. Soukup and PlanetOut Inc. (filed
    as Exhibit 99.1 to our Current Report on Form 8-K, File No.
    000-50879, filed on August 2, 2006 and incorporated herein by
    reference).10
.25

Loan and Security Agreement dated September 28, 2006, by and
    among: PlanetOut Inc. and its direct subsidiaries PlanetOut USA
    Inc., LPI Media Inc., SpecPub, Inc. and RSVP Productions, Inc.
    as Borrowers; and ORIX Venture Finance LLC as Lender (filed as
    Exhibit 99.1 to our Current Report on Form 8-K, File No.
    000-50879, filed on October 3, 2006 and incorporated herein by
    reference).10
.26

Common Stock Warrant dated September 28, 2006 issued to ORIX
    Venture Finance LLC (filed as Exhibit 99.2 to our Current Report
    on Form 8-K, File No. 000-50879, filed on October 3, 2006 and
    incorporated herein by reference).10
.27

Amendment No. 2, dated February 14, 2007 and effective as of
    December 30, 2006, to Loan and Security Agreement by and between
    PlanetOut Inc., PlanetOut USA Inc., LPI Media Inc., SpecPub,
    Inc., RSVP Productions, Inc. and ORIX Venture Finance, LLC
    (filed as Exhibit 99.1 to our Current Report on
    Form 8-K,
    File No. 000-50879, filed on February 20, 2007 and incorporated
    herein by reference).10
.28

Employment Agreement, dated February 14, 2007, by and between
    William Bain and PlanetOut Inc. (filed as Exhibit 99.2 to our
    Current Report on Form 8-K, File No. 000-50879, filed on
    February 20, 2007 and incorporated herein by reference).10
.29

Limited Waiver to Loan and Security Agreement and Amendment No.
    3 dated May 9, 2007 to Loan and Security Agreement by and
    between PlanetOut Inc., PlanetOut USA Inc., LPI Media Inc.,
    SpecPub, Inc., RSVP Productions, Inc. and ORIX Venture Finance,
    LLC (filed as Exhibit 10.29 to our Quarterly Report on Form
    10-Q, File No. 000-50879, filed on May 10, 2007 and incorporated
    herein by reference). 77




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##### Table of Contents



ExhibitNumber

Description of Documents10
.30

Purchase Agreement by and among PlanetOut Inc. and certain
    purchasers dated June 29, 2007 (filed as Exhibit 99.1 to our
    Current Report on Form 8-K, File No. 000-50879, filed on July 3,
    2007 and incorporated herein by reference).10
.31

Form of Registration Rights Agreement (filed as Exhibit 99.2 to
    our Current Report on Form 8-K,
    File No. 000-50879,
    filed on July 3, 2007 and incorporated herein by reference).10
.32

Amendment No. 1 to Limited Waiver to Loan and Security Agreement
    and Consent dated June 29, 2007 by and between PlanetOut Inc.,
    PlanetOut USA Inc., LPI Media Inc., SpecPub, Inc., RSVP
    Productions, Inc. and ORIX Venture Finance, LLC (filed as
    Exhibit 10.32 to our Quarterly Report on Form 10-Q, File No.
    000-50879, filed on August 3, 2007 and incorporated herein by
    reference).10
.33

Summary of Amended Terms in Employment Agreement by and between
    PlanetOut Inc. and Karen Magee (filed as Exhibit 10.33 to our
    Quarterly Report on Form 10-Q, File No. 000-50879, filed on
    August 3, 2007 and incorporated herein by reference).10
.34

Summary of Compensation Terms for Daniel Steimle (filed as
    Exhibit 99.1 to our Current Report on Form 8-K, File No.
    000-50879, filed on October 4, 2007, and incorporated herein by
    reference).12
.1

Computation of Ratio of Earnings to Fixed Charges.16
.1

Letter Regarding Change in Accountants dated June 29, 2005 from
    PricewaterhouseCoopers LLP to the Securities and Exchange
    Commission (filed as Exhibit 16.1 to our Current Report on Form
    8-K,
    File No. 000-50879,
    filed on June 30, 2005 and incorporated herein by reference).21
.1

List of subsidiaries.23
.1

Consent of Stonefield Josephson, Inc., Independent Registered
    Public Accounting Firm.24
.1

Power of Attorney (see the signature page of this Annual Report
    on Form 10-K)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.  78




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##### Table of Contents



SIGNATURES  th
    By:
    /s/  DANIEL
    E. STEIMLE   Interim Chief Financial Officer
  POWER OF
    ATTORNEY
  Form 10-K,
      Signature

Title

Date/s/  KAREN
    MAGEEKaren
    Magee

Chief Executive Officer
    (Principal Executive Officer) and Director

March 10, 2008/s/  DANIEL
    E. STEIMLEDaniel
    E. Steimle

Interim Chief Financial Officer (Principal Financial and
    Accounting Officer)

March 10, 2008/s/  PHIL
    KLEWENOPhil
    Kleweno

Chairman of the Board

March 10, 2008/s/  H.
    WILLIAM JESSE, JR.H.
    William Jesse, Jr.

Director

March 10, 2008/s/  JERRY
    COLONNAJerry
    Colonna

Director

March 10, 2008/s/  JOHN
    E. MARCOM, JR.John
    E. Marcom, Jr.

Director

March 10, 2008/s/  STEPHEN
    B. DAVISStephen
    B. Davis

Director

March 10, 2008  79