Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | ||
Jun. 30, 2014 | Aug. 01, 2014 | Aug. 01, 2014 | |
Class A Common Stock | Class B Common Stock | ||
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q2 | ' | ' |
Trading Symbol | 'GAIA | ' | ' |
Entity Registrant Name | 'GAIAM, INC | ' | ' |
Entity Central Index Key | '0001089872 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 18,887,587 | 5,400,000 |
Condensed_consolidated_balance
Condensed consolidated balance sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $30,850 | $32,229 |
Accounts receivable, net | 23,308 | 31,399 |
Inventory, less allowances | 18,298 | 20,275 |
Deferred advertising costs | 1,029 | 311 |
Advances | 1,753 | 1,078 |
Other current assets | 11,324 | 8,081 |
Current assets of discontinued operations | 1,877 | 1,879 |
Total current assets | 88,439 | 95,252 |
Property and equipment, net | 22,787 | 22,540 |
Media library, net | 5,963 | 5,211 |
Goodwill | 13,939 | 13,999 |
Other intangibles, net | 730 | 1,155 |
Other assets | 718 | 1,835 |
Noncurrent assets of discontinued operations | ' | 10 |
Total assets | 132,576 | 140,002 |
Current liabilities: | ' | ' |
Accounts payable | 9,534 | 11,697 |
Accrued liabilities | 18,952 | 17,503 |
Participations payable | 581 | 3,916 |
Current liabilities of discontinued operations | 739 | 1,596 |
Total current liabilities | 29,806 | 34,712 |
Commitments and contingencies | ' | ' |
Gaiam, Inc. shareholders' equity: | ' | ' |
Additional paid-in capital | 169,871 | 167,875 |
Accumulated other comprehensive loss | -138 | -33 |
Accumulated deficit | -70,935 | -66,413 |
Total Gaiam, Inc. shareholders' equity | 98,801 | 101,432 |
Noncontrolling interest | 3,969 | 3,858 |
Total equity | 102,770 | 105,290 |
Total liabilities and equity | 132,576 | 140,002 |
Class A Common Stock | ' | ' |
Gaiam, Inc. shareholders' equity: | ' | ' |
Common stock | 2 | 2 |
Class B Common Stock | ' | ' |
Gaiam, Inc. shareholders' equity: | ' | ' |
Common stock | $1 | $1 |
Condensed_consolidated_balance1
Condensed consolidated balance sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Class A Common Stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 18,865,587 | 18,595,121 |
Common stock, shares outstanding | 18,865,587 | 18,595,121 |
Class B Common Stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,400,000 | 5,400,000 |
Common stock, shares outstanding | 5,400,000 | 5,400,000 |
Condensed_consolidated_stateme
Condensed consolidated statements of operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net revenue | $32,451 | $31,897 | $70,062 | $68,576 |
Cost of goods sold | 16,983 | 18,583 | 37,574 | 39,512 |
Gross profit | 15,468 | 13,314 | 32,488 | 29,064 |
Expenses: | ' | ' | ' | ' |
Selling and operating | 15,230 | 14,437 | 31,638 | 29,819 |
Corporate, general and administration | 2,782 | 2,616 | 5,847 | 5,537 |
Other general expense | 611 | 308 | 636 | 911 |
Total expenses | 18,623 | 17,361 | 38,121 | 36,267 |
Loss from operations | -3,155 | -4,047 | -5,633 | -7,203 |
Interest and other income | 27 | 93 | 65 | 62 |
Gain on sale of investments | 1,042 | 16,429 | 1,480 | 16,429 |
(Loss) income before income taxes and noncontrolling interest | -2,086 | 12,475 | -4,088 | 9,288 |
Income tax expense | 130 | 4,363 | 226 | 3,379 |
Net (loss) income from continuing operations | -2,216 | 8,112 | -4,314 | 5,909 |
Income (loss) from discontinued operations, net of tax | 2 | -129 | 28 | 1,852 |
Net (loss) income | -2,214 | 7,983 | -4,286 | 7,761 |
Net income attributable to noncontrolling interest | -174 | -135 | -236 | -189 |
Net (loss) income attributable to Gaiam, Inc. | ($2,388) | $7,848 | ($4,522) | $7,572 |
Net (loss) income per share attributable to Gaiam, Inc. common shareholders-basic and diluted: | ' | ' | ' | ' |
From continuing operations | ($0.10) | $0.36 | ($0.19) | $0.25 |
From discontinued operations | $0 | ($0.01) | $0 | $0.08 |
Basic and diluted net (loss) income per share attributable to Gaiam, Inc. | ($0.10) | $0.35 | ($0.19) | $0.33 |
Weighted-average shares outstanding: | ' | ' | ' | ' |
Basic and diluted | 24,090 | 22,741 | 24,048 | 22,736 |
Condensed_consolidated_stateme1
Condensed consolidated statements of comprehensive loss (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net (loss) income | ($2,214) | $7,983 | ($4,286) | $7,761 |
Accumulated other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation (loss) gain, net of tax | 26 | -171 | 37 | -169 |
Unrealized (loss) gain on equity security, net of tax | -30 | ' | 202 | ' |
Reclassification of gain on equity security to net income, net of tax | -319 | ' | -319 | ' |
Comprehensive (loss) income | -2,537 | 7,812 | -4,366 | 7,592 |
Less: comprehensive income attributable to the noncontrolling interest | -9 | -53 | -25 | -108 |
Comprehensive (loss) income attributable to Gaiam, Inc. | ($2,546) | $7,759 | ($4,391) | $7,484 |
Condensed_consolidated_stateme2
Condensed consolidated statements of cash flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Operating activities | ' | ' |
Net (loss) income | ($4,286) | $7,761 |
Income from discontinued operations | -28 | -1,852 |
Net (loss) income from continuing operations | -4,314 | 5,909 |
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities- continuing operations: | ' | ' |
Depreciation | 982 | 1,119 |
Amortization | 1,239 | 717 |
Share-based compensation expense | 715 | 354 |
Deferred and stock option income tax expense | ' | 4,415 |
(Gain) loss on translation of foreign currency | -36 | 42 |
Gain on sale of investments | -1,480 | -16,429 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' |
Accounts receivable, net | 8,157 | 9,503 |
Inventory, net | 2,015 | -909 |
Deferred advertising costs | -1,043 | 497 |
Advances | -675 | 253 |
Other current assets | -3,517 | -3,913 |
Accounts payable | -2,199 | -1,426 |
Participations payable | -3,334 | -1,863 |
Accrued liabilities | 1,417 | 3,437 |
Net cash (used in) provided by operating activities-continuing operations | -2,073 | 1,706 |
Net cash used in operating activities-discontinued operations | -818 | -3,716 |
Net cash used in operating activities | -2,891 | -2,010 |
Investing activities | ' | ' |
Proceeds from sale of investments | 2,646 | 16,429 |
Purchase of property, equipment and media rights | -2,411 | -1,956 |
Purchase of businesses, net of acquired cash | ' | -321 |
Net cash provided by investing activities-continuing operations | 235 | 14,152 |
Net cash provided by investing activities-discontinued operations | ' | ' |
Net cash provided by investing activities | 235 | 14,152 |
Financing activities | ' | ' |
Proceeds from issuance of stock | 1,326 | ' |
Dividends paid to noncontrolling interest | -150 | ' |
Net cash provided by financing activities-continuing operations | 1,176 | ' |
Net cash used in financing activities-discontinued operations | ' | -4,259 |
Net cash provided by (used in) financing activities | 1,176 | -4,259 |
Effect of exchange rates on cash | 101 | -259 |
Net change in cash | -1,379 | 7,624 |
Cash at beginning of period | 32,229 | 9,858 |
Cash at end of period | 30,850 | 17,482 |
Supplemental cash flow information | ' | ' |
Income taxes paid | 424 | 76 |
Interest paid | $22 | $278 |
Organization_Nature_of_Operati
Organization, Nature of Operations, and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Nature of Operations, and Principles of Consolidation | ' |
1. Organization, Nature of Operations, and Principles of Consolidation | |
Gaiam, Inc. and its consolidated subsidiaries provide a broad selection of fitness, media, and travel products and services to customers who value personal development, wellness, ecological lifestyles, responsible media and conscious community. We were incorporated under the laws of the State of Colorado on July 7, 1988. | |
We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. | |
The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results. | |
Discontinued Operations | |
During 2013, we sold our non-branded entertainment media distribution operation and discontinued our direct response television operations. Accordingly, the assets and liabilities, operating results, and cash flows for these businesses are presented as discontinued operations separate from our continuing operations, for all periods presented in these consolidated financial statements and footnotes, unless indicated otherwise. |
Significant_Accounting_Policie
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Significant Accounting Policies | ' |
2. Significant Accounting Policies | |
No changes were made to our significant accounting policies during the six months ended June 30, 2014. | |
Recent Accounting Pronouncements | |
In April of 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations and expand the related disclosures. Under the new guidance, only disposals representing a strategic shift in operations are presented as discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The ASU requires prospective adoption and is effective for us in the first quarter of 2015. The new ASU is not expected to have a material impact on our reported financial position or results of operations. | |
In May of 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The new standard supersedes most previously existing revenue recognition rules, and will become effective for us in the first quarter of 2017. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Our revenue transactions typically consist of one, distinct, fixed-price performance obligation which is delivered to the customer at a single point in time, or over a subscription period. While we are still assessing the full impact of the new standard, we do not expect that it will have a material impact on our reported financial position or results of operations. | |
Use of Estimates and Reclassifications | |
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates. We have made certain reclassifications to prior period amounts to conform to the current period presentations. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2014 | |
Investments | ' |
3. Investments | |
In connection with the sale of the non-branded entertainment media business to Cinedigm Corp. which occurred in October 2013, we received shares of Cinedigm Corp.’s Class A common stock with a fair value of $1.2 million. During June 2014, we sold all of these shares and realized a gain of $0.5 million. | |
During 2013, we sold the majority of our investment in Real Goods Solar, Inc. (“RGSE”) for total net proceeds of approximately $25 million. Following the sale of the first portion in May 2013, our voting ownership percentage declined to below 20% and our Chairman resigned as Chairman of RGSE’s board and, thus, we no longer had significant influence over Real Goods Solar. Therefore, we changed our accounting for our investment from the equity to cost method. | |
During the six months ended June 30, 2014 and 2013, we reported gains of $1.0 million and $16.4 million, respectively on the sale of our RGSE stock. The carrying value of the RGSE stock has previously been reduced to zero through the recognition of our portion of RGSE’s net losses. |
Equity
Equity | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Equity | ' | ||||||||||||||||||||||||||||
4. Equity | |||||||||||||||||||||||||||||
During the first six months of 2014, we issued shares of our Class A common stock under our 2009 Long-Term Incentive Plan to our independent directors, in lieu of cash compensation, for services rendered in 2014. We valued the shares issued to our independent directors at estimated fair value based on the closing price of our shares on the date the shares were issued, which by policy is the last trading day of each quarter in which the services were rendered. | |||||||||||||||||||||||||||||
During the first six months of 2014, we issued 270,000 shares of common stock with net proceeds of $1.3 million in connection with option exercises. The following is a reconciliation from December 31, 2013 to June 30, 2014 of the carrying amount of total equity, equity attributable to Gaiam, Inc., and equity attributable to the noncontrolling interest. | |||||||||||||||||||||||||||||
Gaiam, Inc. Shareholders | |||||||||||||||||||||||||||||
(in thousands) | Total | Comprehensive | Accumulated | Accumulated | Class A | Paid-in | Noncontrolling | ||||||||||||||||||||||
Loss | Deficit | Other | and Class B | Capital | Interest | ||||||||||||||||||||||||
Comprehensive | Common | ||||||||||||||||||||||||||||
Loss | Stock | ||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 105,290 | $ | (66,413 | ) | $ | (33 | ) | $ | 3 | $ | 167,875 | $ | 3,858 | |||||||||||||||
Issuance of Gaiam, Inc. common stock and share-based compensation | 1,996 | — | — | — | 1,996 | — | |||||||||||||||||||||||
Dividends paid to noncontrolling interest | (150 | ) | — | — | — | — | (150 | ) | |||||||||||||||||||||
Comprehensive loss: | |||||||||||||||||||||||||||||
Net (loss) income | (4,286 | ) | (4,286 | ) | (4,522 | ) | — | — | — | 236 | |||||||||||||||||||
Unrealized gains on investment, net of tax of $111 | 202 | 202 | — | 202 | — | — | — | ||||||||||||||||||||||
Reclassification of gain on equity security to net income, net of tax of $175 | (319 | ) | (319 | ) | — | (319 | ) | — | — | — | |||||||||||||||||||
Foreign currency translation adjustment, net of taxes of $17 | 37 | 37 | — | 12 | — | — | 25 | ||||||||||||||||||||||
Comprehensive loss | (4,366 | ) | $ | (4,366 | ) | ||||||||||||||||||||||||
Balance at June 30, 2014 | $ | 102,770 | $ | (70,935 | ) | $ | (138 | ) | $ | 3 | $ | 169,871 | $ | 3,969 | |||||||||||||||
ShareBased_Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2014 | |
Share-Based Payments | ' |
5. Share-Based Payments | |
During the first six months of 2014, we extended the term of certain options granted under our 2009 Long-Term Incentive Plan to a member of our executive team for an additional year, and recognized $0.4 million of associated stock compensation expense. Total share-based compensation expense is reported in corporate, general and administration expenses on our condensed consolidated statements of operations. |
Net_Loss_Per_Share_Attributabl
Net Loss Per Share Attributable To Gaiam, Inc. Common Shareholders | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Net Loss Per Share Attributable To Gaiam, Inc. Common Shareholders | ' | ||||||||||||||||
6. Net Loss Per Share Attributable To Gaiam, Inc. Common Shareholders | |||||||||||||||||
Basic net loss per share attributable to Gaiam, Inc. common shareholders excludes any dilutive effects of options. We compute basic net loss per share attributable to Gaiam, Inc. common shareholders using the weighted average number of shares of common stock outstanding during the period. We compute diluted net loss per share attributable to Gaiam, Inc. common shareholders using the weighted average number of shares of common stock and common stock equivalents outstanding during the period. We excluded common stock equivalents of 659,000 and 1,544,000 from the computation of diluted net loss per share attributable to Gaiam, Inc. common shareholders for the three months ended June 30, 2014 and 2013 and 762,000 and 1,531,000 for the six months ended June 30, 2014 and 2013, respectively, because their effect was antidilutive. | |||||||||||||||||
The following table sets forth the computation of basic and diluted net loss per share attributable to Gaiam, Inc. common shareholders: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net (loss) income attributable to Gaiam, Inc. common shareholders: | |||||||||||||||||
(Loss) income from continuing operations | $ | (2,390 | ) | $ | 7,977 | $ | (4,550 | ) | $ | 5,720 | |||||||
Income (loss) from discontinued operations | 2 | (129 | ) | 28 | 1,852 | ||||||||||||
Net (loss) income attributable to Gaiam, Inc. | $ | (2,388 | ) | $ | 7,848 | $ | (4,522 | ) | $ | 7,572 | |||||||
Weighted average shares for basic and diluted net loss per share | 24,090 | 22,741 | 24,048 | 22,736 | |||||||||||||
Net (loss) income per share attributable to Gaiam, Inc. common shareholders—basic and diluted: | |||||||||||||||||
(Loss) income from continuing operations | $ | (0.10 | ) | $ | 0.36 | $ | (0.19 | ) | $ | 0.25 | |||||||
Income (loss) from discontinued operations | $ | 0 | $ | (0.01 | ) | $ | 0 | $ | 0.08 | ||||||||
Basic and diluted net (loss) income per share attributable to Gaiam, Inc. | $ | (0.10 | ) | $ | 0.35 | $ | (0.19 | ) | $ | 0.33 | |||||||
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Taxes | ' |
7. Income Taxes | |
During the fourth quarter of 2013, we determined that a full valuation allowance against our deferred tax assets was necessary due to the cumulative loss incurred over the three-year period ended December 31, 2013. For the three and six months ended June 30, 2014, we continued to provide a full valuation allowance against deferred tax assets generated during the quarter. As income is generated in future periods, the Company expects to reverse the valuation allowance as utilization of the deferred tax assets occurs. |
Segment_Information
Segment Information | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
8. Segment Information | |||||||||||||||||
We manage our company and aggregate our operational and financial information in accordance with two reportable segments: business and direct to consumer. The business segment comprises our retailer and corporate account channels. The direct to consumer segment contains our catalog, Internet, travel, and subscription channels. Although we are able to track sales by channel, the management, allocation of resources, and analysis and reporting of expenses are presented on a combined basis, at the reportable segment level. Contribution margin is defined as net revenue less cost of goods sold and total operating expenses. Financial information for our segments is as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | |||||||||||||||||
Business | $ | 20,024 | $ | 20,262 | $ | 44,470 | $ | 45,670 | |||||||||
Direct to consumer | 12,427 | 11,635 | 25,592 | 22,906 | |||||||||||||
Consolidated net revenue | 32,451 | 31,897 | 70,062 | 68,576 | |||||||||||||
Contribution (loss) income: | |||||||||||||||||
Business | 1,458 | 143 | 3,819 | 1,787 | |||||||||||||
Direct to consumer | (4,613 | ) | (4,190 | ) | (9,452 | ) | (8,990 | ) | |||||||||
Consolidated contribution loss | (3,155 | ) | (4,047 | ) | (5,633 | ) | (7,203 | ) | |||||||||
Reconciliation of contribution loss to net (loss) income attributable to Gaiam, Inc.: | |||||||||||||||||
Interest and other income | 27 | 93 | 65 | 62 | |||||||||||||
Gain on sale of investment | 1,042 | 16,429 | 1,480 | 16,429 | |||||||||||||
Income tax expense | 130 | 4,363 | 226 | 3,379 | |||||||||||||
Income (loss) from discontinued operations | 2 | (129 | ) | 28 | 1,852 | ||||||||||||
Net income attributable to noncontrolling interest | (174 | ) | (135 | ) | (236 | ) | (189 | ) | |||||||||
Net (loss) income attributable to Gaiam, Inc. | $ | (2,388 | ) | $ | 7,848 | $ | (4,522 | ) | $ | 7,572 | |||||||
Discontinued_Operations
Discontinued Operations | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Discontinued Operations | ' | ||||||||||||||||
9. Discontinued Operations | |||||||||||||||||
During the fourth quarter of 2013, we consummated the sale of GVE Newco, LLC (“GVE”), a wholly-owned subsidiary of ours representing our non-branded entertainment media business and discontinued our direct response television operations. In connection with these discontinued operations, we recognized certain exit activity and asset impairment charges. Accordingly, the assets and liabilities, operating results, and cash flows for these businesses are presented as discontinued operations in our financial statements and footnotes presented herein. After the sale was consummated, we continued providing extensive administrative and accounting services to the buyer through May 2014. Since May 2014, our services have been limited to collection of outstanding receivables. | |||||||||||||||||
The income from discontinued operations amounts as reported on our consolidated statements of operations were comprised of the following amounts: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue | $ | 255 | $ | 12,648 | $ | 2,509 | $ | 32,602 | |||||||||
Income from operations before income taxes | 2 | 292 | 28 | 3,599 | |||||||||||||
Income tax expense | — | 144 | — | 1,273 | |||||||||||||
Income (loss) from operations of discontinued operations | $ | 2 | $ | (129 | ) | $ | 28 | $ | 1,852 | ||||||||
Exit_Activity_Costs
Exit Activity Costs | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Exit Activity Costs | ' | ||||
10. Exit Activity Costs | |||||
During the fourth quarter of 2013, as a result of the reorganization and re-focus of our continuing businesses following the discontinuation of our non-branded entertainment media distribution and direct response television marketing operations, we impaired $4.4 million of media libraries and capitalized production costs, $1.5 million of advances, and $1.3 million of property, plant, and equipment, net of accumulated depreciation, and other investments. These noncash impairments reduced the carrying value of assets for our business and direct to consumer segments by $5.1 million and $2.0 million, respectively. We estimated the fair value of each impaired asset category using a traditional present value technique, relying upon various sources of information for our assumptions, such as estimated future sales, internal budgets and projections, and judgment about the related product’s future earnings potential (level 3 of the fair value hierarchy). We also recorded termination benefits of $2.5 million related to the termination of certain employees associated with our restructuring and future retirement benefits for one of our executive officers. | |||||
Restructuring accruals are included in accrued expenses in our condensed consolidated balance sheets. The activity in the accrual for termination benefits for the six months ended June 30, 214 is as follows: | |||||
Balance, December 31, 2013 | $ | 2,174 | |||
Payments made | (43 | ) | |||
Balance, June 30, 2014 | $ | 2,131 | |||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In April of 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations and expand the related disclosures. Under the new guidance, only disposals representing a strategic shift in operations are presented as discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The ASU requires prospective adoption and is effective for us in the first quarter of 2015. The new ASU is not expected to have a material impact on our reported financial position or results of operations. | |
In May of 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The new standard supersedes most previously existing revenue recognition rules, and will become effective for us in the first quarter of 2017. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Our revenue transactions typically consist of one, distinct, fixed-price performance obligation which is delivered to the customer at a single point in time, or over a subscription period. While we are still assessing the full impact of the new standard, we do not expect that it will have a material impact on our reported financial position or results of operations. | |
Use of Estimates and Reclassifications | ' |
Use of Estimates and Reclassifications | |
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates. We have made certain reclassifications to prior period amounts to conform to the current period presentations. |
Equity_Tables
Equity (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Summary of Reconciliation of Carrying Amount of Total Equity | ' | ||||||||||||||||||||||||||||
The following is a reconciliation from December 31, 2013 to June 30, 2014 of the carrying amount of total equity, equity attributable to Gaiam, Inc., and equity attributable to the noncontrolling interest. | |||||||||||||||||||||||||||||
Gaiam, Inc. Shareholders | |||||||||||||||||||||||||||||
(in thousands) | Total | Comprehensive | Accumulated | Accumulated | Class A | Paid-in | Noncontrolling | ||||||||||||||||||||||
Loss | Deficit | Other | and Class B | Capital | Interest | ||||||||||||||||||||||||
Comprehensive | Common | ||||||||||||||||||||||||||||
Loss | Stock | ||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 105,290 | $ | (66,413 | ) | $ | (33 | ) | $ | 3 | $ | 167,875 | $ | 3,858 | |||||||||||||||
Issuance of Gaiam, Inc. common stock and share-based compensation | 1,996 | — | — | — | 1,996 | — | |||||||||||||||||||||||
Dividends paid to noncontrolling interest | (150 | ) | — | — | — | — | (150 | ) | |||||||||||||||||||||
Comprehensive loss: | |||||||||||||||||||||||||||||
Net (loss) income | (4,286 | ) | (4,286 | ) | (4,522 | ) | — | — | — | 236 | |||||||||||||||||||
Unrealized gains on investment, net of tax of $111 | 202 | 202 | — | 202 | — | — | — | ||||||||||||||||||||||
Reclassification of gain on equity security to net income, net of tax of $175 | (319 | ) | (319 | ) | — | (319 | ) | — | — | — | |||||||||||||||||||
Foreign currency translation adjustment, net of taxes of $17 | 37 | 37 | — | 12 | — | — | 25 | ||||||||||||||||||||||
Comprehensive loss | (4,366 | ) | $ | (4,366 | ) | ||||||||||||||||||||||||
Balance at June 30, 2014 | $ | 102,770 | $ | (70,935 | ) | $ | (138 | ) | $ | 3 | $ | 169,871 | $ | 3,969 | |||||||||||||||
Net_Loss_Per_Share_Attributabl1
Net Loss Per Share Attributable To Gaiam, Inc. Common Shareholders (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Computation of Basic and Diluted Net Loss Per Share Attributable to Gaiam, Inc. Common Shareholders | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted net loss per share attributable to Gaiam, Inc. common shareholders: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net (loss) income attributable to Gaiam, Inc. common shareholders: | |||||||||||||||||
(Loss) income from continuing operations | $ | (2,390 | ) | $ | 7,977 | $ | (4,550 | ) | $ | 5,720 | |||||||
Income (loss) from discontinued operations | 2 | (129 | ) | 28 | 1,852 | ||||||||||||
Net (loss) income attributable to Gaiam, Inc. | $ | (2,388 | ) | $ | 7,848 | $ | (4,522 | ) | $ | 7,572 | |||||||
Weighted average shares for basic and diluted net loss per share | 24,090 | 22,741 | 24,048 | 22,736 | |||||||||||||
Net (loss) income per share attributable to Gaiam, Inc. common shareholders—basic and diluted: | |||||||||||||||||
(Loss) income from continuing operations | $ | (0.10 | ) | $ | 0.36 | $ | (0.19 | ) | $ | 0.25 | |||||||
Income (loss) from discontinued operations | $ | 0 | $ | (0.01 | ) | $ | 0 | $ | 0.08 | ||||||||
Basic and diluted net (loss) income per share attributable to Gaiam, Inc. | $ | (0.10 | ) | $ | 0.35 | $ | (0.19 | ) | $ | 0.33 | |||||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Financial Information for Segments | ' | ||||||||||||||||
Financial information for our segments is as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | |||||||||||||||||
Business | $ | 20,024 | $ | 20,262 | $ | 44,470 | $ | 45,670 | |||||||||
Direct to consumer | 12,427 | 11,635 | 25,592 | 22,906 | |||||||||||||
Consolidated net revenue | 32,451 | 31,897 | 70,062 | 68,576 | |||||||||||||
Contribution (loss) income: | |||||||||||||||||
Business | 1,458 | 143 | 3,819 | 1,787 | |||||||||||||
Direct to consumer | (4,613 | ) | (4,190 | ) | (9,452 | ) | (8,990 | ) | |||||||||
Consolidated contribution loss | (3,155 | ) | (4,047 | ) | (5,633 | ) | (7,203 | ) | |||||||||
Reconciliation of contribution loss to net (loss) income attributable to Gaiam, Inc.: | |||||||||||||||||
Interest and other income | 27 | 93 | 65 | 62 | |||||||||||||
Gain on sale of investment | 1,042 | 16,429 | 1,480 | 16,429 | |||||||||||||
Income tax expense | 130 | 4,363 | 226 | 3,379 | |||||||||||||
Income (loss) from discontinued operations | 2 | (129 | ) | 28 | 1,852 | ||||||||||||
Net income attributable to noncontrolling interest | (174 | ) | (135 | ) | (236 | ) | (189 | ) | |||||||||
Net (loss) income attributable to Gaiam, Inc. | $ | (2,388 | ) | $ | 7,848 | $ | (4,522 | ) | $ | 7,572 | |||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations | ' | ||||||||||||||||
The income from discontinued operations amounts as reported on our consolidated statements of operations were comprised of the following amounts: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue | $ | 255 | $ | 12,648 | $ | 2,509 | $ | 32,602 | |||||||||
Income from operations before income taxes | 2 | 292 | 28 | 3,599 | |||||||||||||
Income tax expense | — | 144 | — | 1,273 | |||||||||||||
Income (loss) from operations of discontinued operations | $ | 2 | $ | (129 | ) | $ | 28 | $ | 1,852 | ||||||||
Exit_Activity_Costs_Tables
Exit Activity Costs (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Accrued Liabilities Termination Benefit | ' | ||||
The activity in the accrual for termination benefits for the six months ended June 30, 214 is as follows: | |||||
Balance, December 31, 2013 | $ | 2,174 | |||
Payments made | (43 | ) | |||
Balance, June 30, 2014 | $ | 2,131 | |||
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Oct. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | |
Class A Common Stock | Real Goods Solar | Real Goods Solar | Real Goods Solar | Real Goods Solar | ||||||
Class A Common Stock | Class A Common Stock | |||||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock value | ' | ' | ' | ' | ' | $1,200,000 | ' | ' | ' | ' |
Gain from sale of investment | 500,000 | 1,042,000 | 16,429,000 | 1,480,000 | 16,429,000 | ' | 1,000,000 | 16,400,000 | ' | 25,000,000 |
Common stock, Voting percentage | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' |
Carrying value of investment | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 |
Equity [Line Items] | ' |
Issuance of common stock options exercises | 270,000 |
Proceeds from issuance of common stock | $1,326 |
Summary_of_Reconciliation_of_C
Summary of Reconciliation of Carrying Amount of Total Equity (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Comprehensive Loss | Accumulated Deficit | Accumulated Other Comprehensive Loss | Class A and Class B Common Stock | Class A and Class B Common Stock | Paid-in Capital | Noncontrolling Interest | |||||
Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance | ' | ' | $105,290 | ' | ' | ($66,413) | ($33) | $3 | $3 | $167,875 | $3,858 |
Issuance of Gaiam, Inc. common stock and share-based compensation | ' | ' | 1,996 | ' | ' | ' | ' | ' | ' | 1,996 | ' |
Dividends paid to noncontrolling interest | ' | ' | -150 | ' | ' | ' | ' | ' | ' | ' | -150 |
Comprehensive loss: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | -2,214 | 7,983 | -4,286 | 7,761 | -4,286 | -4,522 | ' | ' | ' | ' | 236 |
Unrealized gains on investment, net of tax of $111 | -30 | ' | 202 | ' | 202 | ' | 202 | ' | ' | ' | ' |
Reclassification of gain on equity security to net income, net of tax of $175 | -319 | ' | -319 | ' | -319 | ' | -319 | ' | ' | ' | ' |
Foreign currency translation adjustment, net of taxes of $17 | ' | ' | 37 | ' | 37 | ' | 12 | ' | ' | ' | 25 |
Comprehensive (loss) income | -2,537 | 7,812 | -4,366 | 7,592 | -4,366 | ' | ' | ' | ' | ' | ' |
Ending Balance | $102,770 | ' | $102,770 | ' | ' | ($70,935) | ($138) | $3 | $3 | $169,871 | $3,969 |
Summary_of_Reconciliation_of_C1
Summary of Reconciliation of Carrying Amount of Total Equity (Parenthetical) (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Equity [Line Items] | ' |
Unrealized gains on investment, tax | $111 |
Reclassification of gain on equity security to net income, tax | 175 |
Foreign currency translation adjustment, taxes | $17 |
ShareBased_Payments_Additional
Share-Based Payments - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Stock compensation expense | $0.40 |
Net_Loss_Per_Share_Attributabl2
Net Loss Per Share Attributable to Gaiam, Inc. Common Shareholders - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Common stock shares excluded from computation of dilutive earnings per share | 659,000 | 1,544,000 | 762,000 | 1,531,000 |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net Loss Per Share Attributable to Gaiam, Inc. Common Shareholders (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net (loss) income attributable to Gaiam, Inc. common shareholders: | ' | ' | ' | ' |
(Loss) income from continuing operations | ($2,390) | $7,977 | ($4,550) | $5,720 |
Income (loss) from discontinued operations | 2 | -129 | 28 | 1,852 |
Net (loss) income attributable to Gaiam, Inc. | ($2,388) | $7,848 | ($4,522) | $7,572 |
Weighted average shares for basic and diluted net loss per share | 24,090 | 22,741 | 24,048 | 22,736 |
Net (loss) income per share attributable to Gaiam, Inc. common shareholders-basic and diluted: | ' | ' | ' | ' |
(Loss) income from continuing operations | ($0.10) | $0.36 | ($0.19) | $0.25 |
Income (loss) from discontinued operations | $0 | ($0.01) | $0 | $0.08 |
Basic and diluted net (loss) income per share attributable to Gaiam, Inc. | ($0.10) | $0.35 | ($0.19) | $0.33 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 2 |
Financial_Information_for_Segm
Financial Information for Segments (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net revenue | ' | $32,451 | $31,897 | $70,062 | $68,576 |
Contribution loss | ' | -3,155 | -4,047 | -5,633 | -7,203 |
Reconciliation of contribution loss to net (loss) income attributable to Gaiam, Inc.: | ' | ' | ' | ' | ' |
Interest and other income | ' | 27 | 93 | 65 | 62 |
Gain on sale of investment | 500 | 1,042 | 16,429 | 1,480 | 16,429 |
Income tax expense | ' | 130 | 4,363 | 226 | 3,379 |
Income (loss) from discontinued operations | ' | 2 | -129 | 28 | 1,852 |
Net income attributable to noncontrolling interest | ' | -174 | -135 | -236 | -189 |
Net (loss) income attributable to Gaiam, Inc. | ' | -2,388 | 7,848 | -4,522 | 7,572 |
Business | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net revenue | ' | 20,024 | 20,262 | 44,470 | 45,670 |
Contribution loss | ' | 1,458 | 143 | 3,819 | 1,787 |
Direct to consumer | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net revenue | ' | 12,427 | 11,635 | 25,592 | 22,906 |
Contribution loss | ' | ($4,613) | ($4,190) | ($9,452) | ($8,990) |
Income_from_Discontinued_Opera
Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Net revenue | $255 | $12,648 | $2,509 | $32,602 |
Income from operations before income taxes | 2 | 292 | 28 | 3,599 |
Income tax expense | ' | 144 | ' | 1,273 |
Income (loss) from operations of discontinued operations | $2 | ($129) | $28 | $1,852 |
Exit_Activity_Costs_Additional
Exit Activity Costs - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Asset Impairment And Closure Costs [Line Items] | ' |
Termination benefits recorded | $2.50 |
Business | ' |
Asset Impairment And Closure Costs [Line Items] | ' |
Asset impairment charges | 5.1 |
Direct to consumer | ' |
Asset Impairment And Closure Costs [Line Items] | ' |
Asset impairment charges | 2 |
Media Library | ' |
Asset Impairment And Closure Costs [Line Items] | ' |
Asset impairment charges | 4.4 |
Advances | ' |
Asset Impairment And Closure Costs [Line Items] | ' |
Asset impairment charges | 1.5 |
Property and Equipment | ' |
Asset Impairment And Closure Costs [Line Items] | ' |
Asset impairment charges | $1.30 |
Accrued_Liabilities_Terminatio
Accrued Liabilities Termination Benefit (Detail) (Severance and termination benefit, USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Severance and termination benefit | ' |
Schedule of Accrued Liabilities [Line Items] | ' |
Balance, December 31, 2013 | $2,174 |
Payments made | -43 |
Balance, June 30, 2014 | $2,131 |