Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Feb. 27, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GAIA | ||
Entity Registrant Name | GAIAM, INC | ||
Entity Central Index Key | 1089872 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $136,603,630 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 19,089,008 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,400,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash | $15,772 | $32,229 | [1] | |
Accounts receivable, net | 30,266 | 26,207 | ||
Inventory, less allowances | 20,154 | 20,275 | ||
Other current assets | 11,998 | 9,470 | ||
Current assets of discontinued operations | 582 | 1,889 | ||
Total current assets | 78,772 | 90,070 | ||
Property and equipment, net | 23,231 | [2] | 22,540 | [2] |
Media Library, net | 7,691 | [2] | 5,211 | [2] |
Goodwill | 15,448 | 13,999 | ||
Other Intangibles, net | 823 | [2] | 1,155 | [2] |
Other Assets | 12,667 | 8,711 | ||
Total assets | 138,632 | 141,686 | ||
Current liabilities: | ||||
Accounts payable | 18,837 | 13,381 | ||
Accrued liabilities | 19,859 | 17,503 | ||
Participations payable | 377 | 3,916 | ||
Current liabilities of discontinued operations | 1,596 | |||
Total current liabilities | 39,073 | 36,396 | ||
Commitments and contingencies | ||||
Gaiam, Inc. shareholders' equity: | ||||
Additional paid-in capital | 171,315 | 167,875 | ||
Accumulated other comprehensive loss | -200 | -33 | ||
Accumulated deficit | -76,329 | -66,413 | ||
Total Gaiam, Inc. shareholders' equity | 94,789 | 101,432 | ||
Noncontrolling interest | 4,770 | 3,858 | ||
Total equity | 99,559 | 105,290 | ||
Total liabilities and equity | 138,632 | 141,686 | ||
Class A Common Stock | ||||
Gaiam, Inc. shareholders' equity: | ||||
Common stock | 2 | 2 | ||
Class B Common Stock | ||||
Gaiam, Inc. shareholders' equity: | ||||
Common stock | $1 | $1 | ||
[1] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. | |||
[2] | (a) Excludes other non-current assets (non-current deferred tax assets, net, goodwill, investments, notes receivable, security deposits and noncurrent assets from discontinued operations) of $18.2 million, $15.4 million, and $33.0 million for 2014, 2013, and 2012, respectively. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 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 | 19,084,958 | 18,595,121 |
Common stock, shares outstanding | 19,084,958 | 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 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Net revenues | $166,694 | $155,463 | $127,242 | ||
Cost of goods sold | 91,189 | 90,155 | 70,723 | ||
Gross profit | 75,505 | 65,308 | 56,519 | ||
Expenses: | |||||
Selling and operating | 68,723 | 64,657 | 56,292 | ||
Corporate, general and administration | 11,161 | 11,249 | 10,400 | ||
Transaction-related costs | 707 | 76 | |||
Other general income and expense | 10,967 | ||||
Total expenses | 80,591 | 86,949 | 66,692 | ||
Loss from operations | -5,086 | -21,641 | -10,173 | ||
Interest and other (expense) income | -600 | 2,421 | -86 | ||
Gain on sale of investments | 1,480 | 25,096 | [1] | ||
Loss from equity method investment | -55 | -18,410 | |||
(Loss) income before income taxes | -4,261 | 5,876 | -28,669 | ||
Income tax expense (benefit) | 1,369 | 25,974 | -9,444 | ||
Net loss from continuing operations | -5,630 | -20,098 | [1] | -19,225 | [2] |
(Loss) income from discontinued operations, net of tax | -3,327 | -1,995 | [1] | 6,648 | [2] |
Net loss | -8,957 | -22,093 | [1] | -12,577 | [2] |
Net income attributable to noncontrolling interest | -959 | -659 | -305 | ||
Net loss attributable to Gaiam, Inc. | ($9,916) | ($22,752) | ($12,882) | ||
Net loss per share attributable to Gaiam, Inc. common shareholders-basic and diluted: | |||||
From continuing operations | ($0.27) | ($0.90) | ($0.86) | ||
From discontinued operations | ($0.14) | ($0.09) | $0.29 | ||
Basic and diluted net loss per share attributable to Gaiam, Inc. | ($0.41) | ($0.99) | ($0.57) | ||
Weighted-average shares outstanding: | |||||
Basic and diluted | 24,228 | 22,972 | 22,703 | ||
[1] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. | ||||
[2] | Net cash provided by operating activities for discontinued operations during 2012 includes approximately $18.7 million of net cash provided by purchased Vivendi Entertainment ("Vivendi") working capital, which was used to partially fund the acquisition of Vivendi. Excluding the net cash flows from the purchased Vivendi working capital, net cash used by operating activities for discontinued operations would have been zero during 2012. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Net loss | ($8,957) | ($22,093) | [1] | ($12,577) | [2] |
Other comprehensive income (loss): | |||||
Foreign currency translation (loss) gain | -62 | -292 | 10 | ||
Unrealized gain on equity securities | 202 | 116 | |||
Reclassification of gain on equity securities to net income | -319 | ||||
Net-of-tax amount | -179 | -176 | 10 | ||
Comprehensive loss | -9,136 | -22,269 | -12,567 | ||
Less: comprehensive income attributable to the noncontrolling interest | 947 | 634 | 310 | ||
Comprehensive loss attributable to Gaiam, Inc | ($10,083) | ($22,903) | ($12,877) | ||
[1] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. | ||||
[2] | Net cash provided by operating activities for discontinued operations during 2012 includes approximately $18.7 million of net cash provided by purchased Vivendi Entertainment ("Vivendi") working capital, which was used to partially fund the acquisition of Vivendi. Excluding the net cash flows from the purchased Vivendi working capital, net cash used by operating activities for discontinued operations would have been zero during 2012. |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Equity (USD $) | Total | Total Gaiam Equity | Accumulated Deficit | Accumulated Other Comprehensive Income | Common Stock | Additional Paid-in Capital | Noncontrolling Interest |
In Thousands, except Share data | |||||||
Beginning balance at Dec. 31, 2011 | $131,174 | $128,110 | ($30,779) | $113 | $3 | $158,773 | $3,064 |
Beginning balance (in shares) at Dec. 31, 2011 | 22,697,844 | ||||||
Issuance of Gaiam, Inc. common stock in conjunction with acquisitions and share-based compensation | 1,011 | 1,011 | 1,011 | ||||
Issuance of Gaiam, Inc. common stock in conjunction with acquisitions and share-based compensation (in shares) | 32,620 | ||||||
Adjustment due to subsidiary's acquisition of a noncontrolling interest | -163 | -170 | -170 | 7 | |||
Subsidiary's dividend to noncontrolling interest | -583 | -583 | |||||
Comprehensive income (loss) | -12,567 | -12,877 | -12,882 | 5 | 310 | ||
Ending balance at Dec. 31, 2012 | 118,872 | 116,074 | -43,661 | 118 | 3 | 159,614 | 2,798 |
Ending balance (in shares) at Dec. 31, 2012 | 22,730,464 | ||||||
Issuance of Gaiam, Inc. common stock in conjunction with acquisitions and share-based compensation | 8,261 | 8,261 | 8,261 | ||||
Issuance of Gaiam, Inc. common stock in conjunction with acquisitions and share-based compensation (in shares) | 1,264,657 | ||||||
Noncontrolling interest portion of subsidiary's business combinations | 426 | 426 | |||||
Comprehensive income (loss) | -22,269 | -22,903 | -22,752 | -151 | 634 | ||
Ending balance at Dec. 31, 2013 | 105,290 | 101,432 | -66,413 | -33 | 3 | 167,875 | 3,858 |
Ending balance (in shares) at Dec. 31, 2013 | 23,995,121 | ||||||
Issuance of Gaiam, Inc. common stock in conjunction with acquisitions and share-based compensation | 3,440 | 3,440 | 3,440 | ||||
Issuance of Gaiam, Inc. common stock in conjunction with acquisitions and share-based compensation (in shares) | 489,837 | ||||||
Noncontrolling interest portion of subsidiary's business combinations | 115 | 115 | |||||
Subsidiary's dividend to noncontrolling interest | -150 | -150 | |||||
Comprehensive income (loss) | -9,136 | -10,083 | -9,916 | -167 | 947 | ||
Ending balance at Dec. 31, 2014 | $99,559 | $94,789 | ($76,329) | ($200) | $3 | $171,315 | $4,770 |
Ending balance (in shares) at Dec. 31, 2014 | 24,484,958 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Operating activities: | ||||||
Net loss | ($8,957) | ($22,093) | [1] | ($12,577) | [2] | |
Loss (income) from discontinued operations | 3,327 | 1,995 | [1] | -6,648 | [2] | |
Net loss from continuing operations | -5,630 | -20,098 | [1] | -19,225 | [2] | |
Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities: | ||||||
Depreciation | 1,989 | 2,301 | [1] | 2,107 | [2] | |
Amortization | 2,223 | 1,659 | [1] | 1,946 | [2] | |
Share-based compensation expense | 839 | 809 | [1] | 913 | [2] | |
Deferred income tax expense (benefit) | 28 | 23,861 | [1] | -6,120 | [2] | |
Loss (gain) on translation of foreign currency | 564 | 42 | [1] | -76 | [2] | |
Gain on sale of investments | -1,480 | -25,096 | [1] | |||
Loss on equity method investment | 55 | 18,410 | [2] | |||
Gain from collection of note receivable | -2,300 | [1] | ||||
Impairment and other losses | 9,194 | [1] | ||||
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: | ||||||
Accounts receivable, net | -3,872 | -2,072 | [1] | -3,628 | [2] | |
Inventory, net | 56 | 1,097 | [1] | 1,645 | [2] | |
Deferred advertising costs | -250 | 508 | [1] | 42 | [2] | |
Advances | -1,514 | -44 | [1] | 2,847 | [2] | |
Other current assets | -2,425 | -2,843 | [1] | -6,228 | [2] | |
Accounts payable | 5,535 | -4,407 | [1] | 1,463 | [2] | |
Participations payable | -3,539 | 1,045 | [1] | -4,674 | [2] | |
Accrued liabilities | -1,406 | 789 | [1] | 9,472 | [2] | |
Net cash used in operating activities - continuing operations | -8,827 | -15,555 | [1] | -1,106 | [2] | |
Net cash (used in) provided by operating activities - discontinued operations | -142 | -7,569 | [1] | 17,582 | [2] | |
Net cash (used in) provided by operating activities | -8,969 | -23,124 | [1] | 16,476 | [2] | |
Investing activities: | ||||||
Net proceeds from the sale of investments | 2,646 | 25,096 | [1] | |||
Collection from (loan to) related party | 2,100 | [1] | -830 | [2] | ||
Purchase of property, equipment and media rights | -5,590 | -3,386 | [1] | -3,723 | [2] | |
Proceeds from sale of business | 47,500 | [1] | ||||
Purchase of businesses and equity-method investments, net of cash acquired | -5,493 | -6,333 | [1] | -146 | [2] | |
Net cash (used in) provided by investing activities - continuing operations | -8,437 | 64,977 | [1] | -4,699 | [2] | |
Net cash used in investing activities - discontinued operations | -13,491 | [2] | ||||
Net cash (used in) provided by investing activities | -8,437 | 64,977 | [1] | -18,190 | [2] | |
Financing activities: | ||||||
Net proceeds from issuance of stock | 1,806 | 777 | [1] | |||
Payment of dividends | -150 | -583 | [2] | |||
Net cash provided by (used in) financing activities - continuing operations | 1,656 | 777 | [1] | -583 | [2] | |
Net cash used in financing activities - discontinued operations | -19,967 | [1] | -2,472 | [2] | ||
Net cash provided by (used in) financing activities | 1,656 | -19,190 | [1] | -3,055 | [2] | |
Effect of exchange rates on cash | -707 | -292 | [1] | 82 | [2] | |
Net (decrease) increase in cash | -16,457 | 22,371 | [1] | -4,687 | [2] | |
Cash at beginning of year | 32,229 | [1] | 9,858 | [1],[2] | 14,545 | [2] |
Cash at end of year | 15,772 | 32,229 | [1] | 9,858 | [1],[2] | |
Supplemental cash flow information: | ||||||
Interest paid | 14 | 442 | [1] | 468 | [2] | |
Income taxes paid | 1,114 | 577 | [1] | 673 | [2] | |
Liabilities and debt assumed from acquisitions | 466 | 337 | [1] | 14,277 | [2] | |
Stock issued in connection with business acquisitions | $840 | $7,303 | [1] | |||
[1] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. | |||||
[2] | Net cash provided by operating activities for discontinued operations during 2012 includes approximately $18.7 million of net cash provided by purchased Vivendi Entertainment ("Vivendi") working capital, which was used to partially fund the acquisition of Vivendi. Excluding the net cash flows from the purchased Vivendi working capital, net cash used by operating activities for discontinued operations would have been zero during 2012. |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Gain from sale and closure of business | $25,000,000 | ||
Net cash provided by (used in) operating activities - discontinued operations | -142,000 | -7,569,000 | [1] |
Gaiam Vivendi Entertainments | |||
Net cash provided by (used in) operating activities - discontinued operations | 18,700,000 | [1] | |
Net cash from operating activities, excluding net cash flows from purchased subsidiary working capital | $0 | [1] | |
[1] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. |
Organization_Nature_of_Operati
Organization, Nature of Operations, and Principles of Consolidation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Nature of Operations, and Principles of Consolidation | 1. Organization, Nature of Operations, and Principles of Consolidation |
Gaiam, Inc. and its consolidated subsidiaries (“the Company”) provide a broad selection of yoga, fitness, and well-being products, with media, subscription and travel 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 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, over which we exercise control. Intercompany transactions and balances have been eliminated. | |
Discontinued Operations | |
During 2013, we sold our non-Gaiam-branded entertainment media distribution operation and discontinued our DRTV 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. See Note 15. Discontinued Operations. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Significant Accounting Policies | 2. Significant Accounting Policies | ||||||||||||
Cash | |||||||||||||
Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars and foreign currencies. At each balance sheet date, cash on hand that is denominated in a foreign currency is adjusted to reflect the exchange rate that existed at the balance sheet date. The difference is reported as a gain or loss in our statement of operations each period. Historically, such gains or losses have been immaterial. | |||||||||||||
Concentration of Risk and Allowances for Doubtful Accounts | |||||||||||||
We have a concentration of credit risk in our accounts receivable because our top customer, Target, accounted for 44.1% and 43.6% of accounts receivable, net as of December 31, 2014 and 2013, respectively. Target is a major retailer in the United States to which we make significant sales during the year-end holiday season. | |||||||||||||
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We make estimates of the collectability of our accounts receivable by analyzing historical bad debts, specific customer creditworthiness, and current economic trends. The allowance for doubtful accounts was $0.4 million and $0.6 million as of December 31, 2014 and 2013, respectively. If the financial condition of our customers were to deteriorate such that their ability to make payments to us was impaired, additional allowances could be required. | |||||||||||||
Product Returns | |||||||||||||
We record allowances for product returns to be received in future periods at the time we recognize the original sale. We base the amounts of the returns allowances upon historical experience and future expectations. Our allowance for product returns was $0.8 million and $1.6 million as of December 31, 2014 and 2013, respectively. | |||||||||||||
Inventory | |||||||||||||
Inventory consists primarily of finished goods held for sale and is stated at the lower of cost (first-in, first-out method) or market. We identify the inventory items to be written down for obsolescence based on the item’s current sales status and condition. We write down discontinued or slow moving inventories based on an estimate of the markdown required to sell off the inventory. As of December 31, 2014 and 2013, we estimated obsolete or slow-moving inventory to be $1.2 million and $2.1 million, respectively. | |||||||||||||
Advertising Costs | |||||||||||||
Deferred advertising costs relate to the preparation, printing, advertising and distribution of catalogs. We defer such costs for financial reporting purposes until the catalogs are distributed, and then we amortize these costs over succeeding periods on the basis of estimated direct relationship sales. We amortize our seasonal catalogs within six months. Forecasted sales are the principal factor we use in estimating the amortization rate. We expense other advertising and promotional costs as incurred. Amounts recorded as advertising expense were $16.4 million, $15.3 million, and $13.6 million for the years ended December 31, 2014, 2013, and 2012, respectively, and we include these amounts in selling and operating expense. As we have announced the intention to significantly reduce production of catalogs in 2015, we expect future deferred advertising costs to be minimal. | |||||||||||||
We record sales discounts or other sales incentives as a reduction to revenue. We identify and record any cooperative advertising expenses we pay, which are for advertisements meeting the separable benefit and fair value tests, as part of selling and operating expense. | |||||||||||||
Property and Equipment | |||||||||||||
We state property and equipment at cost less accumulated depreciation and amortization. We include in property and equipment the cost of internal-use software, including software used in connection with our websites. We expense all costs related to the development of internal-use software other than those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them over the estimated useful life of the software, which is typically three years. We compute depreciation of property and equipment on the straight-line method over estimated useful lives, generally three to forty-five years. We amortize leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. Depreciation expense is included in Selling and operating expense, and Corporate, general and administration expense in the accompanying statements of operations. | |||||||||||||
Investments | |||||||||||||
We account for investments in equity securities that have readily determinable fair values that are not trading securities as available-for-sale securities. Unrealized changes in the fair value of an available-for-sale security are reported in accumulated other comprehensive income, net of tax, until disposed of or determined to be other-than-temporarily impaired, at which time the realized changes are reported in our statement of operations. | |||||||||||||
Purchase Accounting | |||||||||||||
We account for the attainment of a controlling interest in a business using the acquisition method. In determining the estimated fair value of certain acquired assets and liabilities, we make assumptions based upon many different factors, such as historical and other relevant information and analyses performed by independent parties. Assumptions may be incomplete, and unanticipated events and circumstances may occur that could affect the validity of such assumptions, estimates, or actual results. | |||||||||||||
Media Library | |||||||||||||
Our media library asset represents the fair value of libraries of media acquired through business combinations, the purchase price of media rights to both video and audio titles, and the capitalized cost to produce media products, all of which we market to retailers and to e-commerce and subscription customers. Our media library is shown in the accompanying balance sheets net of accumulated amortization of $14.5 million and $13.6 million at December 31, 2014 and 2013, respectively, and is amortized over the estimated useful lives of the titles, which range from five to fifteen years. | |||||||||||||
Capitalized media library production costs consist of costs incurred to produce the media content, net of accumulated amortization. We recognize these costs, as well as participation costs, as expenses on an individual title basis equal to the ratio that the current year’s gross revenues bear to our estimate of total ultimate gross revenues from all sources to be earned over a maximum seven-year period. We state capitalized production costs at the lower of unamortized cost or estimated fair value on an individual title basis. We continually review revenue forecasts, based primarily on historical sales statistics, and revise these forecasts when warranted by changing conditions. When estimates of total revenues and other events or changes in circumstances indicate that a title has an estimated fair value that is less than its unamortized cost, we recognize an impairment loss in the current period for the amount by which the unamortized cost exceeds the title’s estimated fair value. | |||||||||||||
During 2014, capitalized production cost for released titles was approximately $2.0 million, and for those titles not yet released was $0.5 million. Additionally, as of December 31, 2014, we estimate that approximately $2.4 million or 42.8% of the unamortized costs for released titles will be amortized during 2015, and approximately 84.5% of the unamortized costs for released titles will be amortized within the next three years. Amortization expense for capitalized produced media content is shown in the table below. | |||||||||||||
Our acquired media rights have $1.6 million of remaining unamortized costs as of December 31, 2014 that will be amortized on a straight-line basis over 12 to 84 months. Amortization expense for acquired media rights is shown in the table below. | |||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Capitalized produced media content | $ | 767 | $ | 788 | $ | 900 | |||||||
Acquired media rights | 254 | 553 | 772 | ||||||||||
Total media amortization expense | $ | 1,021 | $ | 1,341 | $ | 1,672 | |||||||
Based on total media library costs at December 31, 2014 and assuming no subsequent impairment of the underlying assets or a material increase in the video productions or media acquired, we expect the amortization expense for the next five years to be approximately $1.0 million per annum. Additionally, during 2015 we anticipate incurring approximately $2.5 million in royalties related to acquired and produced media content. | |||||||||||||
Goodwill and Other Intangibles | |||||||||||||
Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. Our other intangibles consist of customer related assets. We review goodwill for impairment annually or more frequently if impairment indicators arise on a goodwill reporting unit level. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount. If it is determined that the fair value for a goodwill reporting unit is more likely than not greater than the carrying amount for that goodwill reporting unit, then the two-step impairment test is unnecessary. If it is determined that the two-step impairment test is necessary, then for step one, we compare the estimated fair value of a goodwill reporting unit with its carrying amount, including goodwill. If the estimated fair value of a goodwill reporting unit exceeds its carrying amount, we consider the goodwill of the reporting unit not impaired. If the carrying amount of a goodwill reporting unit exceeds its estimated fair value, we perform the second step of the goodwill impairment test to measure the amount of impairment loss. We use either a comparable market approach or a traditional present value method to test for potential impairment. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. | |||||||||||||
Long-Lived Assets | |||||||||||||
We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. | |||||||||||||
Participations Payable | |||||||||||||
Participations payable represents amounts owed to talent involved with our media productions based on royalty or distribution agreements. Certain agreements include minimum royalty payments. All amounts due under such agreements are accrued at the time the related revenue is recognized. | |||||||||||||
Income Taxes | |||||||||||||
We provide for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not. Due to historical losses, we established a full valuation allowance on our deferred tax assets at the end of 2013. | |||||||||||||
Revenue | |||||||||||||
We recognize revenue in our Gaiam Brand segment when the goods are shipped to the customer and collection is either probable or has occurred. The amount of revenue recognized is net of estimated returns and other chargebacks (or channel credits), which are estimated using historical return and credit rates. If the actual amount of returns and chargebacks were to vary significantly from our estimates, it could materially impact our results of operations in subsequent periods. We recognize amounts billed to customers for postage and handling as revenue at the same time we recognize the revenue arising from the product sale. Travel revenues are recognized in the period which the trip begins. We recognize revenue in our Gaiam TV segment ratably over the subscription period after collection has occurred. We present revenue net of taxes collected from customers. | |||||||||||||
Share-Based Compensation | |||||||||||||
We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time based awards over the service period. We use the Black-Scholes option valuation model to estimate the fair value of the award. In estimating this fair value, we use certain assumptions, as disclosed in Note 11. Share-Based Compensation, consisting of the expected life of the option, risk-free interest rate, dividend yield, and volatility. The use of a different estimate for any one of these components could have a material impact on the amount of calculated compensation expense. | |||||||||||||
Defined Contribution Plan | |||||||||||||
We have adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. The 401(k) plan permits, but does not require, us to make additional matching contributions to the 401(k) plan on behalf of all participants in the 401(k) plan. We match 50% of an employee’s contribution, up to an annual maximum matching contribution of $1,500. We made matching contributions to the 401(k) plan of $0.2 million, $0.3 million, and $0.2 million in each of the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||
Foreign Currency Translation | |||||||||||||
Our foreign subsidiaries use their local currency as their functional currency. We translate assets and liabilities into U.S. dollars at exchange rates in effect at the balance sheet date. We translate income and expense accounts at the average monthly exchange rates during the year. We record resulting translation adjustments, net of income taxes, as a separate component of accumulated other comprehensive income. | |||||||||||||
Comprehensive Income (Loss) | |||||||||||||
Our comprehensive income (loss) is comprised of our net income (loss), noncontrolling interest net income (loss), foreign currency translation adjustments, net of tax, and unrealized changes in the fair value of an equity security, net of tax. | |||||||||||||
The tax effects allocated to our accumulated other comprehensive income (loss) components were as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Before-tax amount | $ | (268 | ) | $ | (262 | ) | $ | 14 | |||||
Tax expense (benefit) | (89 | ) | (86 | ) | 4 | ||||||||
Net-of-tax amount | $ | (179 | ) | $ | (176 | ) | $ | 10 | |||||
Net Income (Loss) Per Share Attributable To Gaiam, Inc. Common Shareholders | |||||||||||||
Basic net income (loss) per share attributable to Gaiam, Inc. common shareholders excludes any dilutive effects of options. We compute basic net income (loss) per share attributable to Gaiam, Inc. common shareholders using the weighted average number of common shares outstanding during the period. We compute diluted net income (loss) per share attributable to Gaiam, Inc. common shareholders using the weighted average number of common shares and common stock equivalents outstanding during the period. We excluded weighted average common stock equivalents of 725,000, 1,440,000 and 1,387,000 from the computation of diluted net income (loss) per share attributable to Gaiam, Inc. common shareholders for 2014, 2013 and 2012, respectively, because their effect was antidilutive. | |||||||||||||
The following table sets forth the computation of basic and diluted net (loss) income per share attributable to Gaiam, Inc. common shareholders: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2012 | ||||||||||
Net (loss) income attributable to Gaiam, Inc. common shareholders: | |||||||||||||
(Loss) income from continuing operations | $ | (6,589 | ) | $ | (20,757 | ) | $ | (19,530 | ) | ||||
(Loss) income from discontinued operations | (3,327 | ) | (1,995 | ) | 6,648 | ||||||||
Net loss attributable to Gaiam, Inc. | $ | (9,916 | ) | $ | (22,752 | ) | $ | (12,882 | ) | ||||
Weighted average shares for basic and diluted net (loss) income per share | 24,228 | 22,972 | 22,703 | ||||||||||
Net (loss) income per share attributable to Gaiam, Inc. common shareholders—basic and diluted: | |||||||||||||
Loss from continuing operations | $ | (0.27 | ) | $ | (0.90 | ) | $ | (0.86 | ) | ||||
(Loss) income from discontinued operations | (0.14 | ) | (0.09 | ) | 0.29 | ||||||||
Basic and diluted net loss per share attributable to Gaiam, Inc. | $ | (0.41 | ) | $ | (0.99 | ) | $ | (0.57 | ) | ||||
Fair Value of Financial Instruments | |||||||||||||
The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair values. | |||||||||||||
Recently Issued 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. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions | 3. Related Party Transactions |
Real Goods Solar, Inc. (“RGSE”) was a division of our company, until it was spun off in an initial public offering in 2008. On December 31, 2011, we converted our RGSE Class B common shares, which had ten votes per share, to RGSE Class A common shares, which have one vote per share. As a result of this conversion, our voting ownership decreased to approximately 37.5% and, thus, we no longer had financial control of RGSE. Accordingly, we deconsolidated RGSE and reported it as an equity method investment on our consolidated statement of operations for year ended December 31, 2012. | |
At December 31, 2012, we had two loans receivable from RGSE totaling $2.7 million, bearing interest at an annual rate of 10%. The loans had zero carrying value. On April 23, 2013, we agreed to convert $0.1 of the loan balance into 62,111 shares of RGSE’s Class A common stock. On November 5, 2013, we collected $2.1 million in cash from RGSE and $0.2 million of tenant improvements in settlement of the two outstanding loans made. The $2.3 million gain resulting from the collection of these loans is reported in Interest and other income on our consolidated statement of operations for the year ended December 31, 2013. | |
During 2013, we also sold the majority of our investment in RGSE for total net proceeds of approximately $25 million. Following the sale of the majority of our position in May 2013, our voting ownership percentage declined to below 20% and our Chairman resigned as Chairman of RGSE’s board of directors and, thus, we no longer had significant influence over RGSE. Therefore, we changed our accounting for our investment in RGSE from the equity method to the cost method. From that time forward, we have not reported any portion of RGSE’s net income or loss in our results. | |
During 2012 we billed RGSE $0.3 million under our Intercorporate Services Agreement. The agreement was terminated and billing ceased after 2012. | |
Effective January 1, 2012, we entered into an Industrial Building Lease Agreement with RGSE for office space located in our owned building in Colorado. The five year lease commenced on January 1, 2012 and has a monthly payment of approximately $36,000 plus common area maintenance and tax expenses. | |
As specified by our Tax Sharing Agreement with RGSE, to the extent RGSE becomes entitled to utilize certain loss carryforwards relating to periods prior to its initial public offering, it will distribute to us the tax effect (estimated to be 34% for federal income tax purposes) of the amount of such tax loss carryforwards so utilized. These net operating loss carryforwards expire beginning in 2018 if not utilized, and are subject to IRS limitations. As of December 31, 2014, $4.4 million of these net operating loss carryforwards remained available for current and future utilization, meaning that RGSE’s potential future payments to us, which would be made over a period of several years, could therefore aggregate to approximately $1.6 million based on current tax rates. These tax assets have a full valuation allowance (See Note 13 Income Taxes) based on RGSE’s current financial performance. |
Other_Current_Assets
Other Current Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Current Assets | 4. Other Current Assets | ||||||||
Other current assets consist of the following as of December 31: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Prepaid travel deposits | $ | 5,216 | $ | 3,880 | |||||
Advances | 2,592 | 1,078 | |||||||
Deferred advertising costs | — | 311 | |||||||
Other current assets | 4,190 | 4,201 | |||||||
$ | 11,998 | $ | 9,470 | ||||||
Property_and_Equipment_and_Oth
Property and Equipment and Other Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment and Other Assets | 5. Property and Equipment and Other Assets | ||||||||
Property and equipment, stated at lower of cost or estimated fair value, consists of the following as of December 31: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Land | $ | 5,603 | $ | 5,603 | |||||
Buildings | 16,809 | 16,637 | |||||||
Furniture, fixtures and equipment | 7,327 | 6,839 | |||||||
Leasehold improvements | 1,622 | 1,622 | |||||||
Website development costs and other software | 11,678 | 9,919 | |||||||
Studios, computer and telephone equipment | 9,293 | 9,182 | |||||||
Warehouse and distribution equipment | 1,765 | 1,765 | |||||||
54,097 | 51,567 | ||||||||
Accumulated depreciation and amortization | (30,866 | ) | (29,027 | ) | |||||
$ | 23,231 | $ | 22,540 | ||||||
Other Assets consists of the following as of December 31: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Working capital and related receivables, net (See Note 8) | $ | 7,250 | $ | 6,875 | |||||
Other assets | 5,417 | 1,836 | |||||||
$ | 12,667 | $ | 8,711 | ||||||
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Acquisitions | 6. Acquisitions | ||||||||||||
Yoga Studio | |||||||||||||
In September 2014, our Gaiam Brand segment acquired all the outstanding stock of Modern Lotus Limited (“Yoga Studio”), the number-one-ranked paid yoga app on the U.S. App Store. The aggregate consideration paid by us exceeded the aggregate estimated fair value of the assets acquired and the liabilities assumed by $1.5 million which we have recognized as goodwill. We attribute the goodwill to the recognized market position of the app. | |||||||||||||
My Yoga Online | |||||||||||||
In October 2013, our Gaiam TV segment acquired all of the outstanding common stock of My Yoga Online, ULC (“My Yoga Online”), an on-line yoga video streaming subscription business in Canada. The aggregate consideration paid by us exceeded the aggregate estimated fair value of the assets acquired and liabilities assumed by $10.6 million, which we have recognized as goodwill. This goodwill is attributable to the domain expertise of the assembled workforce that has demonstrated an ability to generate new content, subscriber growth and revenues from future subscribers. | |||||||||||||
The following table sets forth the changes in goodwill for the period December 31, 2012 through December 31, 2014 by segment. | |||||||||||||
(in thousands) | Gaiam Brand | Gaiam TV | Total | ||||||||||
Segment | Segment | ||||||||||||
Balance at December 31, 2012 | $ | 2,673 | $ | — | $ | 2,673 | |||||||
Acquisitions | 717 | 10,609 | 11,326 | ||||||||||
Balance at December 31, 2013 | 3,390 | 10,609 | 13,999 | ||||||||||
Acquisitions | 1,449 | — | 1,449 | ||||||||||
Balance at December 31, 2014 | $ | 4,839 | $ | 10,609 | $ | 15,448 | |||||||
The following table represents our intangibles assets by major class as of December 31, 2014 and 2013. | |||||||||||||
As of December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Indefinite Lived Intangibles | $ | 340 | $ | — | |||||||||
Intangibles Subject to Amortization | |||||||||||||
Customer related: | |||||||||||||
Gross carrying amount | $ | 978 | $ | 1,038 | |||||||||
Accumulated amortization | (636 | ) | (582 | ) | |||||||||
$ | 342 | $ | 456 | ||||||||||
Marketing related: | |||||||||||||
Gross carrying amount | $ | 1,588 | $ | 1,436 | |||||||||
Accumulated amortization | (1,447 | ) | (737 | ) | |||||||||
$ | 141 | $ | 699 | ||||||||||
The amortization periods range from 24 to 60 months. Amortization expense for the years ended December 31, 2014, 2013, and 2012 was $0.7 million, $0.3 million, and $0.2 million, respectively. |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Liabilities | 7. Accrued Liabilities | ||||||||
Accrued liabilities consist of the following as of December 31: | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Accrued compensation | $ | 3,323 | $ | 5,500 | |||||
Customer travel deposits | 11,370 | 8,478 | |||||||
Accrued legal expense and related reserves | 3,000 | — | |||||||
Other accrued liabilities | 2,166 | 3,525 | |||||||
$ | 19,859 | $ | 17,503 | ||||||
Accrued compensation at December 31, 2014 included severance and termination benefits of $1.8 million. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | 8. Commitments and Contingencies | ||||
Working Capital Arbitration | |||||
On August 13, 2014, Cinedigm Corp. and Cinedigm Entertainment Holdings, LLC (together, “Cinedigm”) initiated an arbitration proceeding with the American Arbitration Association under the Membership Interest Purchase Agreement, dated October 17, 2013, by and among Cinedigm and the Company and one of its subsidiaries (the “MIPA”). Cinedigm’s arbitration demand alleges that the Company owes Cinedigm approximately $12.9 million under the working capital adjustment mechanism included in the MIPA. In addition, Cinedigm has claimed that Gaiam materially breached its representations and warranties under the MIPA, that the Company engaged in fraudulent and tortious acts in connection with the sale, and that the Company breached the terms of other agreements related to the transaction. The aggregate relief requested by Cinedigm exceeds $30.0 million and includes unspecified compensatory damages, attorneys’ fees, costs and interest, and other relief. | |||||
The Company believes that Cinedigm’s arbitration claims are without merit and represent a post-closing attempt to renegotiate the MIPA purchase price, and the Company intends to assert its positions vigorously through the legal process. Moreover, the Company believes that if the working capital mechanism is properly applied, Cinedigm owes the Company over $7.0 million, and the Company has initiated an arbitration process against Cinedigm. In addition to its working capital claim, the Company is pursuing a claim of approximately $700,000 against Cinedigm in connection with the Transition Services Agreement executed as part of the MIPA transaction, and is reviewing other claims that it may pursue against Cinedigm. The dispute outcome cannot be predicted at this time. | |||||
In view of the inherent difficulty of predicting the outcome of any asserted claim, particularly where large or indeterminate damages are sought, the Company cannot predict the outcome of any pending matter, the timing of ultimate resolution, or the eventual gain or loss (in each case, if any). However, in light of the uncertainty of litigation generally and the uncertainty of collection with regard to any judgment that the Company seeks, as well as the more certain substantial legal fees and costs that the Company expects to expend in the matter (which may continue into 2016), the Company has accrued a litigation-related reserve in the fourth quarter of 2014 of $3.0 million to cover such anticipated expenses and related reserves. | |||||
Risks and Uncertainties | |||||
From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. Claimed amounts against us may be substantial but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some legal proceedings may be disposed of or decided unfavorably to us and in excess of the amounts currently accrued. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, which are considered probable of being rendered against us in litigation or arbitration in existence at December 31, 2014 and can be reasonably estimated are reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows. | |||||
Operating Leases | |||||
We lease office and warehouse space through operating leases. Some of the leases have renewal clauses, which range from 3 to 6 years. | |||||
The following schedule represents the annual future minimum payments under these commitments, as of December 31, 2014: | |||||
(in thousands) | Operating | ||||
Leases | |||||
2015 | $ | 769 | |||
2016 | 299 | ||||
2017 | — | ||||
Total minimum lease payments | $ | 1,068 | |||
We incurred rent expense of $1.1 million, $1.0 million and $1.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
Media Distribution Payments | |||||
In 2014, we entered into exclusive media distribution agreements which require that we make periodic minimum payments (against future distribution liabilities) through 2017. The following schedule shows the annual future minimum payments under these agreements, as of December 31, 2014: | |||||
(in thousands) | Distribution | ||||
Payments | |||||
2015 | $ | 3,350 | |||
2016 | 2,325 | ||||
2017 | 300 | ||||
Total media distribution payments | $ | 5,975 | |||
Spinoff of Gaiam TV | |||||
The potential spinoff of Gaiam TV will have a significant impact on our financial statements if it occurs. See further discussion in Note 17 to our consolidated financial statements. |
Equity
Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity | 9. Equity | ||||||||||||
Our common stock has two classes, Class A and Class B. Each holder of our Class A common shares is entitled to one vote for each share held on all matters submitted to a vote of shareholders. Each of our Class B common shares is entitled to ten votes on all matters submitted to a vote of shareholders. There are no cumulative voting rights. All holders of our Class A common shares and our Class B common shares vote as a single class on all matters that are submitted to the shareholders for a vote. Shareholders may consent to an action in writing and without a meeting under certain circumstances. Jirka Rysavy, our chairman, holds 100% of our 5,400,000 outstanding shares of class B common stock and also owns 648,682 shares of Class A common stock. Consequently, our chairman holds approximately 75% of our voting stock and thus is able to exert substantial influence over us and to control matters requiring approval by our shareholders, including the election of directors, increasing our authorized capital stock, or a merger or sale of substantially all of our assets. As a result of Mr. Rysavy’s control of us, no change of control can occur without Mr. Rysavy’s consent. | |||||||||||||
Our Class A common shares and our Class B common shares are entitled to receive dividends, if any, as may be declared by the board of directors out of legally available funds. In the event of a liquidation, dissolution or winding up of our Company, our Class A common shares and our Class B common shares are entitled to share ratably in our assets remaining after the payment of all of our debts and other liabilities. Holders of our Class A common shares and our Class B common shares have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to our Class A common shares or our Class B common shares. | |||||||||||||
Our Class B common shares may not be transferred unless converted into our Class A common shares, other than certain transfers to affiliates, family members, and charitable organizations. Our Class B common shares are convertible one-for-one into our Class A common shares, at the option of the holder of the Class B common shares. | |||||||||||||
During 2014, 2013 and 2012, we issued shares of our Class A common stock as shown in the table below under our 2009 Long-Term Incentive Plan. We recorded the shares issued to our directors at their estimated fair value based on the market’s closing price of our stock on the date the shares were issued, which by policy is the last trading day of each quarter in which the services were rendered. | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Shares issued to independent directors for services rendered, in lieu of cash compensation | 19,542 | 49,187 | 32,620 | ||||||||||
Shares issued to employees upon exercise of stock options | 354,926 | 160,470 | — | ||||||||||
On October 11, 2013, we issued 15,759 shares of our Class A common stock under restricted stock award agreements of the same date to certain former members of our board of directors. | |||||||||||||
As of December 31, 2014, we had the following Class A common shares reserved for future issuance: | |||||||||||||
Conversion of Class B common shares | 5,400,000 | ||||||||||||
Awards under the 2009 and 1999 Long-Term Incentive Plans: | |||||||||||||
Stock options outstanding | 1,448,684 | ||||||||||||
Total shares reserved for future issuance | 6,848,684 | ||||||||||||
During May 2013, as a result of a decrease in our voting ownership to less than 20% and the resignation of our chairman from his position as Chairman of the Board for RGSE, we changed the accounting for our investment in RGSE from the equity to cost method. Thus, our consolidated balance sheet data at December 31, 2013 and our consolidated statement of operations data for 2013 after the change report RGSE as a cost method investment. |
NonControlling_Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2014 | |
Non-Controlling Interests | 10. Non-Controlling Interests |
We own 51.4% of our eco-travel subsidiary, Natural Habitat Adventures (“Natural Habitat”). The balance is owned by its founder. In addition, some of Natural Habitat’s subsidiaries also have minority shareholders. We own 50.01% of our Australian subsidiary, Gaiam Pty. The amount of these non-controlling interests is reflected separately in our consolidated financial statements, and all intercompany transactions have been eliminated. | |
During 2014 and 2012, Natural Habitat paid its shareholders dividends of $0.3 million and $1.2 million, respectively, and, as a result, the noncontrolling interests decreased by $0.2 million and $0.6 million, respectively. No dividends were declared or paid by Natural Habitat during 2013. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Share-Based Compensation | 11. Share-Based Compensation | ||||||||||||||||
We are currently issuing options under the 2009 Long-Term Incentive Plan (the “Plan”). We previously issued options under the 1999 Long-Term Incentive Plan, which was replaced with the Plan. The purpose of the Plan is to advance our interests and those of our shareholders by providing incentives to certain persons who contribute significantly to our strategic and long-term performance objectives and growth. An aggregate of not more than 3 million of our Class A common shares, subject to certain adjustments, may be issued under the Plan, and the Plan terminates no later than April 23, 2019. The exercise price for our options is generally equal to the closing market price of our stock at the date of the grant, and the options normally vest at 2% per month for the 50 months beginning in the eleventh month after the grant date. Follow on option grants begin vesting in the first month after grant. We recognize the compensation expense related to share-based payment awards on a straight-line basis over the requisite service periods of the awards, which are generally five years for employees, and two years for board members. Commencing with options granted during 2012, we extended the exercise period from seven to ten years. | |||||||||||||||||
The determination of the estimated fair value of share-based payment awards on the date of grant using the Black-Scholes option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. We derive the expected terms from the historical behavior of participant groupings. We base expected volatilities on the historically realized volatility of our stock over the expected term. Our use of historically realized volatilities is based upon the expectation that future volatility over the expected term is not likely to differ significantly from historical results. We base the risk-free interest rate used in the option valuation model on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We primarily use historical data by participant groupings to estimate option forfeitures and record share-based compensation expense only for those awards that are expected to vest. | |||||||||||||||||
The following are the variables we used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted under the Plan for each of the years presented: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected volatility | 48% - 59% | 57% - 61% | 59% | ||||||||||||||
Weighted-average volatility | 55% | 58% | 59% | ||||||||||||||
Expected dividends | — % | — % | — % | ||||||||||||||
Expected term (in years) | 1.1 - 7.8 | 5.1 - 7.8 | 7.1 | ||||||||||||||
Risk-free rate | 0.14% - 2.37% | 1.33% - 2.32% | 1.36% - 1.61% | ||||||||||||||
The table below presents a summary of option activity under both our plans as of December 31, 2014, and changes during the year then ended: | |||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
Outstanding at January 1, 2014 | 1,662,450 | $ | 5.65 | ||||||||||||||
Granted | 617,500 | 6.54 | |||||||||||||||
Exercised | (354,926 | ) | 5.09 | ||||||||||||||
Cancelled or forfeited | (476,340 | ) | 5.64 | ||||||||||||||
Outstanding at December 31, 2014 | 1,448,684 | $ | 6.17 | 6.3 | $ | 1,573,978 | |||||||||||
Exercisable at December 31, 2014 | 615,084 | $ | 5.79 | 2.9 | $ | 896,466 | |||||||||||
During 2014, 2013 and 2012, we extended the exercise period on the options of certain former board members and key employees and recognized an additional immediate expense of $0.1 million, $0.1 million and $0.1 million, respectively. On October 11, 2013, we issued 15,759 shares of our Class A common stock under restricted stock award agreements to certain former board members. The estimated fair value of these restricted stock awards was $0.1 million and was based on the closing market price of our stock on October 11, 2013. These restricted stock awards vested 100% on April 10, 2014. | |||||||||||||||||
We issue new shares upon the exercise of options. We received $1.8 million and $0.8 million in cash from stock options exercised during 2014 and 2013, respectively. No options were exercised during 2012. The weighted-average grant-date fair value of options granted during the years 2014, 2013, and 2012 was $ 2.98, $3.14, and $2.39, respectively. The total intrinsic value of options exercised during 2014 and 2013 was $0.9 million and $0.1 million, respectively. The total fair value of shares vested was $0.6 million, $0.6 million, and $0.8 million during 2014, 2013, and 2012. | |||||||||||||||||
Our share-based compensation cost charged against income was $0.8 million, $0.8 million, and $1.0 million during 2014, 2013, and 2012, respectively, and is included in corporate, general and administration expenses. The total income tax benefit recognized for share-based compensation was $0.3 million, $0.3 million, and $0.4 million for 2014, 2013, and 2012, respectively. As of December 31, 2014, there was $1.6 million of unrecognized cost related to nonvested shared-based compensation arrangements granted under our 2009 and 1999 Long-Term Incentive Plans. We expect that cost to be recognized over a weighted-average period of 3.57 years. |
Asset_Impairments_and_Exit_Act
Asset Impairments and Exit Activity Costs | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Asset Impairments and Exit Activity Costs | 12. Asset Impairments and Exit Activity Costs | ||||
During 2013, as a result of the reorganization and re-focus of our continuing businesses following the discontinuation of our non-Gaiam-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 Gaiam Brand segment by $7.2 million. 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. These asset impairment and termination benefit charges were recorded in other general expense on our consolidated statement of operations. Also included in other general expenses on our 2013 consolidated statement of operations are $1.3 million of expenses related to a brand study, recruiting for a new CEO, and other operating expenses that management believes are not ongoing expenses related to the operations of the Company. | |||||
Changes in the accrual liability associated with termination benefits were as follows: | |||||
Charges | $ | 2,472 | |||
Payments, net | (298 | ) | |||
Balance December 31, 2013 | 2,174 | ||||
Payments, net | (308 | ) | |||
Reversals and Adjustments | (101 | ) | |||
Balance December 31, 2014 | $ | 1,765 | |||
The $1.8 million accrual balance at December 31, 2014 is expected to be paid $0.8 million in 2015, $ 0.5 million in 2016 and $0.5 million in 2017. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes | 13. Income Taxes | ||||||||||||
Our provision for income tax expense (benefit) is comprised of the following: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Current: | |||||||||||||
Federal | $ | 887 | $ | 536 | $ | 184 | |||||||
State | 157 | (68 | ) | (88 | ) | ||||||||
International | 175 | 223 | 196 | ||||||||||
1,219 | 691 | 292 | |||||||||||
Deferred: | |||||||||||||
Federal | — | 22,418 | (5,590 | ) | |||||||||
State | — | 1,538 | (374 | ) | |||||||||
International | — | 73 | (3 | ) | |||||||||
— | 24,029 | (5,967 | ) | ||||||||||
Total income tax expense (benefit) | $ | 1,219 | 24,720 | (5,675 | ) | ||||||||
Because our eco-travel subsidiary is not part of the consolidated tax group, the provision includes Federal taxes associated with its income. The state provision consists of the taxes due for subsidiaries of Gaiam which file taxes on a separate basis, and are not able to utilize combined group net operating losses. | |||||||||||||
The components of our income taxes consisted of the following: | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Income tax expense (benefit) from continuing operations | $ | 1,369 | $ | 25,974 | $ | (9,444 | ) | ||||||
Income tax (benefit) expense from discontinued operations | (150 | ) | 209 | 3,769 | |||||||||
Income tax benefit from loss on disposal of discontinued operations | — | (1,463 | ) | — | |||||||||
Total income tax expense (benefit) | $ | 1,219 | 24,720 | (5,675 | ) | ||||||||
Variations from the federal statutory rate are as follows: | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Expected federal income tax (benefit) expense at statutory rate of 34% | $ | (2,631 | ) | $ | 898 | $ | (807 | ) | |||||
Effect of 2008 State NOL’s and option forfeitures | — | 49 | — | ||||||||||
Effect of permanent enhanced charitable donation differences | — | — | (31 | ) | |||||||||
Effect of permanent other differences | 37 | 213 | 106 | ||||||||||
Effect of change in financial statement carrying value of investment | — | — | (5,077 | ) | |||||||||
State income tax expense (benefit), net of federal benefit | (150 | ) | 24 | (40 | ) | ||||||||
Establishment of valuation allowance on net deferred tax assets | 4,071 | 23,153 | — | ||||||||||
Other | (70 | ) | 278 | 209 | |||||||||
Effect of differences between U.S. taxation and foreign taxation | (38 | ) | 105 | (35 | ) | ||||||||
Total income tax expense (benefit) | $ | 1,219 | 24,720 | (5,675 | ) | ||||||||
Deferred income taxes reflect net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net accumulated deferred income tax assets as of December 31, 2014 and 2013 are as follows: | |||||||||||||
December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Deferred tax assets (liabilities): | |||||||||||||
Current: | |||||||||||||
Provision for doubtful accounts | $ | 1,211 | $ | 171 | |||||||||
Inventory-related expense | 483 | 950 | |||||||||||
Accrued liabilities | 2,641 | 3,341 | |||||||||||
Net operating loss carryforward | — | 820 | |||||||||||
Worthless stock deduction | 206 | 3,055 | |||||||||||
Prepaid and deferred catalog costs | — | (103 | ) | ||||||||||
Other | 263 | 35 | |||||||||||
Exit activity accruals | — | 1,603 | |||||||||||
Total current deferred tax assets | 4,804 | 9,872 | |||||||||||
Valuation allowance | (4,804 | ) | (9,872 | ) | |||||||||
Total current deferred tax assets, net of valuation allowance | $ | — | $ | — | |||||||||
Non-current: | |||||||||||||
Depreciation and amortization | $ | (1,506 | ) | $ | (825 | ) | |||||||
Section 181 qualified production expense | (2,770 | ) | (850 | ) | |||||||||
Net operating loss carryforward | 26,966 | 15,297 | |||||||||||
Charitable carryforward | 1,414 | 1,567 | |||||||||||
Loss (gain) from change in financial statement carrying value of investment, net | 48 | 55 | |||||||||||
Gain from foreign business acquisition | (347 | ) | (347 | ) | |||||||||
Impairment of intangibles | 367 | — | |||||||||||
Tax credits | 921 | 920 | |||||||||||
Other | (3 | ) | 69 | ||||||||||
Total non-current deferred tax assets | 25,090 | 15,886 | |||||||||||
Valuation allowance | (25,090 | ) | (15,886 | ) | |||||||||
Total non-current deferred tax assets, net of valuation allowance | — | — | |||||||||||
Total net deferred tax assets | $ | — | $ | — | |||||||||
As of December 31, 2014, our gross net operating losses were $69.0 million and $35.2 million for federal and state, respectively. The sources of income (loss) before income taxes are as follows: | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Domestic | $ | (4,947 | ) | $ | 5,503 | $ | (29,162 | ) | |||||
International | 686 | 373 | 493 | ||||||||||
$ | (4,261 | ) | $ | 5,876 | $ | (28,669 | ) | ||||||
Income tax benefit for 2012 includes $6.0 million due to the reducing of a deferred tax liability related to the carrying value of our equity method investment in RGSE and the reduction of the carrying value of our loans to RGSE. See Note 3. Related Party Transactions. | |||||||||||||
Certain of our subsidiaries, namely those for which we own less than 80% of their shares and voting rights and/or are foreign entities, file tax returns separately from Gaiam’s consolidated tax group. At December 31, 2014, we had made a provision for U.S. federal and state income taxes on approximately $0.3 million of undistributed foreign earnings, which are not expected to remain outside of the U.S. indefinitely. Deferred tax liabilities have been established for future taxes on distribution of foreign earnings in the form of dividends or otherwise, in order to derive, for financial statement purposes, the U.S. income taxes (net of tax on foreign tax credits), state income taxes, and withholding taxes payable to the various foreign countries. | |||||||||||||
Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. On the basis of this assessment, we recorded a charge of $23.2 million to income tax expense to record a full valuation allowance against our deferred tax assets as of December 31, 2013. A significant piece of evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2013. Because the valuation allowance will remain in place until we return to profitability, we did not record any tax benefit in 2014 associated with our net loss or other deferred tax assets. We continue to be optimistic about our future, and expect to return to operating profitability. When that happens, we expect to reverse the valuation allowance and record the related tax benefit for future use of our net operating loss carryforwards we expect to realize. | |||||||||||||
Based on RGSE’s establishment of a valuation allowance for all its net deferred tax assets at December 31, 2012, we established a valuation allowance, by charging loss from equity method investment, for our entire $1.6 million deferred tax asset related to our Tax Sharing Agreement with RGSE. See Note 3. Related Party Transactions. We concluded that no other changes to our existing valuation allowances were necessary. We expect our net deferred tax assets, less the valuation allowances, at December 31, 2014 to be fully recoverable through the reversal of taxable temporary differences and normal business activities in future years. | |||||||||||||
We realized $1.3 million in tax benefits recorded to additional paid-in capital as a result of the exercise of stock options for the year ended December 31, 2014. We did not realize any tax deductions associated with stock exercises in 2014. We realized $0.5 million in tax deductions and $0.7 million in tax benefits recorded to additional paid-in capital as a result of the exercise of stock options for the year ended December 31, 2013. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to our subjective assumptions and judgments which can materially affect amounts recognized in our consolidated balance sheets and consolidated statements of operations. The result of our assessment of our uncertain tax positions did not have a material impact on our consolidated financial statements. Our federal and state tax returns for all years after 2010 are subject to future examination by tax authorities for all our tax jurisdictions. We recognize interest and penalties related to income tax matters in interest and other income (expense) and corporate, general and administration expenses, respectively. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment and Geographic Information | 14. Segment and Geographic Information | ||||||||||||
Segment Information | |||||||||||||
During the fourth quarter of 2014, the information reviewed by our Chief Operating Decision Makers evolved with changes in our organization and new initiatives. These changes include our planned spin-off of Gaiam TV, and the migration of our legacy catalog business to a mobile-and social-centric digital model. Accordingly, we have revised our segment groupings in the fourth quarter of 2014. | |||||||||||||
As of December 31, 2014, we are reporting two business segments which are aligned based on their products or services: | |||||||||||||
Gaiam Brand: | This segment includes all our branded yoga, fitness, and well-being products. It combines our previous Business segment with the Gaiam.com and catalog portions of our former Direct to Consumer segment. It also includes our eco-travel subsidiary, which was previously included in our former Direct to Consumer segment. | ||||||||||||
Gaiam TV: | This segment includes our digital video streaming service. This segment is also called Gaiam TV, and was previously included in our former Direct to Consumer segment. We previously announced that we are pursuing the potential spin off of this segment into a separate company. | ||||||||||||
The comparative information below has been restated to conform to the new segment structure. | |||||||||||||
Amounts shown as “Other unallocated corporate” in the table below represents a portion of our revenues, expenses and assets that we do not allocate to our segments. Portions of the unallocated corporate amounts may be included in the spin-off with Gaiam TV, if and when that occurs. | |||||||||||||
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. Segment contribution margin is defined as net revenue less cost of goods sold and total operating expenses. Financial information for our segments is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Net revenue: | |||||||||||||
Gaiam Brand | $ | 156,784 | $ | 149,812 | $ | 123,545 | |||||||
Gaiam TV | 9,910 | (c) | 5,651 | 3,697 | |||||||||
Consolidated net revenue | 166,694 | 155,463 | 127,242 | ||||||||||
Contribution margin (loss): | |||||||||||||
Gaiam Brand | 6,640 | (9,394 | )(a) | (1,810 | ) | ||||||||
Gaiam TV | (8,718 | ) | (10,144 | )(b) | (5,762 | ) | |||||||
Segment contribution loss | (2,078 | ) | (19,538 | ) | (7,572 | ) | |||||||
Other unallocated corporate expenses | (3,008 | ) | (2,103 | ) | (2,601 | ) | |||||||
Consolidated contribution loss | (5,086 | ) | (21,641 | ) | (10,173 | ) | |||||||
Reconciliation of contribution loss to net loss attributable to Gaiam, Inc.: | |||||||||||||
Interest and other (expense) income | (600 | ) | 2,421 | (86 | ) | ||||||||
Gain on sale of investments | 1,480 | 25,096 | — | ||||||||||
Loss from equity method investment | (55 | ) | — | (18,410 | ) | ||||||||
Income tax expense (benefit) | 1,369 | 25,974 | (9,444 | ) | |||||||||
(Loss) income from discontinued operations, net of tax | (3,327 | ) | (1,995 | ) | 6,648 | ||||||||
Net income attributable to noncontrolling interest | (959 | ) | (659 | ) | (305 | ) | |||||||
Net loss attributable to Gaiam, Inc. | $ | (9,916 | ) | $ | (22,752 | ) | $ | (12,882 | ) | ||||
(a) | During 2013 we recognized impairment and severance charges of $9.2 million. | ||||||||||||
(b) | During 2013 we recognized impairment charges of $1.8 million. | ||||||||||||
(c) | As discussed in Note 17 Subsequent Events, Gaiam TV filed a Form 10 with the SEC on February 20, 2015. The segment amounts presented here and discussed elsewhere in this Form 10-K vary insignificantly from the amounts in the Form 10, as the Form 10 required that certain items be recast for stand-alone presentation. As reported in Form 10 revenues were $10.1 million for 2014 and $5.5 million for 2013 and contribution loss was $8.5 million for 2014 and $10.0 for 2013. | ||||||||||||
The following is a reconciliation of reportable segments’ assets to our consolidated total assets. Other unallocated corporate amounts are comprised of cash, current and deferred income taxes, and property and equipment. | |||||||||||||
As of December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Total assets – Continuing Operations: | |||||||||||||
Gaiam Brand | $ | 114,388 | $ | 120,604 | $ | 117,167 | |||||||
Gaiam TV | 23,662 | 19,193 | 5,850 | ||||||||||
$ | 138,050 | $ | 139,797 | $ | 123,017 | ||||||||
Total assets – Discontinued Operations: | |||||||||||||
Gaiam Brand | $ | 582 | $ | 1,889 | $ | 74,214 | |||||||
$ | 138,632 | $ | 141,686 | $ | 197,231 | ||||||||
Major Customer | |||||||||||||
Sales to our largest Gaiam Brand segment customer, Target Corporation (“Target”) accounted for 29.3%, 32.1% and 22.9% of our total net revenue during 2014, 2013, and 2012, respectively. The loss of Target as a customer would have a material adverse effect on our business. No other customer accounted for10% or more of our total net revenue. | |||||||||||||
Geographic Information | |||||||||||||
We sell and distribute essentially the same products in the United States and several foreign countries. The major geographic territories are the U.S., Canada, Australia and the U.K., and are based on the location of the customer. The following represents geographical data for our operations as of and for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Revenue: | |||||||||||||
United States | $ | 156,284 | $ | 147,527 | $ | 118,931 | |||||||
International | 10,410 | 7,936 | 8,311 | ||||||||||
$ | 166,694 | $ | 155,463 | $ | 127,242 | ||||||||
Long-Lived Assets: | |||||||||||||
United States | $ | 34,123 | $ | 29,072 | $ | 33,827 | |||||||
International | 243 | 246 | 626 | ||||||||||
$ | 34,366 | $ | 29,318 | $ | 34,453 | ||||||||
As of December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Components of Long-Lived Assets (a): | |||||||||||||
Property and equipment, net | $ | 23,231 | $ | 22,540 | $ | 23,544 | |||||||
Media Library, net | 7,691 | 5,211 | 10,441 | ||||||||||
Other Intangibles, net | 823 | 1,155 | 190 | ||||||||||
Other assets | 2,621 | 412 | 278 | ||||||||||
$ | 34,366 | $ | 29,318 | $ | 34,453 | ||||||||
(a) | Excludes other non-current assets (non-current deferred tax assets, net, goodwill, investments, notes receivable, security deposits and noncurrent assets from discontinued operations) of $25.5 million, $22.3 million, and $33.0 million for 2014, 2013, and 2012, respectively. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations | 15. Discontinued Operations | ||||||||||||
On October 21, 2013, we consummated the sale of GVE Newco, LLC (“GVE”), a wholly-owned subsidiary representing our non-Gaiam-branded entertainment media business, to Cinedigm for $51.7 million, comprised of cash, stock and other assets and liabilities. The sale was subject to customary adjustments, including a post-closing working capital adjustment, which is currently in dispute as discussed on previous pages. 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 on their behalf. | |||||||||||||
During the fourth quarter of 2013, we discontinued our DRTV 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, and their related exit activity and asset impairment charges, are presented as discontinued operations in our financial statements and footnotes presented herein. | |||||||||||||
During 2014, the Class A shares of Cinedigm’s common stock which we received in the GVE sale increased in value and were sold. The unrealized gains were reflected in ‘accumulated other comprehensive income’ prior to the sale, and were reclassified into ‘gain on sale of investments’ in the accompanying consolidated statements of operations after the sale. | |||||||||||||
The major components of assets and liabilities of our discontinued operations were as follows: | |||||||||||||
December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Current assets: | |||||||||||||
Accounts receivable, net | $ | — | $ | 835 | |||||||||
Inventory, less allowances | 282 | 818 | |||||||||||
Other current assets | 300 | 236 | |||||||||||
Total current assets | $ | 582 | $ | 1,889 | |||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | — | $ | 1,121 | |||||||||
Accrued liabilities | — | 475 | |||||||||||
Total current liabilities | $ | — | $ | 1,596 | |||||||||
With regards to our DRTV discontinued operations, we commenced wind-down activities in December 2013, and we expect to sell the remaining assets in the near term. The expected proceeds from the disposition of this business unit are not expected to be material. | |||||||||||||
On July 31, 2012, each of our subsidiaries Gaiam Americas, Inc., SPRI Products, Inc., GT Direct, Inc., and Gaiam Vivendi Entertainment (collectively the “Borrowers”) entered into a Revolving Credit and Security Agreement (the “PNC Credit Agreement”) with PNC Bank, N.A. (“PNC”), for the use and benefit of GVE’s operations, which were subsequently discontinued. Borrowings were secured by a pledge of the Borrowers’ assets. The PNC Credit Agreement provided for a revolving line of credit of up to $35 million, subject to borrowing base and related limitations. Subject to certain limitations, the principal amount of the revolving loan was due and payable on the earlier of July 30, 2015 or upon the termination of the PNC Credit Agreement. | |||||||||||||
On October 21, 2013, the Borrowers paid in full the outstanding balance owed to PNC of $19,621,941 (inclusive of principal and interest and other fees), and terminated the underlying PNC Credit Agreement. The Borrowers also paid an early termination fee of $350,000. Upon termination, PNC released all liens granted in its favor on the collateral pledged under the PNC Credit Agreement. All interest charges under the PNC Credit Agreement have been allocated to discontinued operations. | |||||||||||||
The income from discontinued operations amounts as reported on our consolidated statements of operations were comprised of the following amounts: | |||||||||||||
Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Net revenue | $ | 2,516 | $ | 53,539 | $ | 75,232 | |||||||
(Loss) income from operations before income taxes | (3,477 | ) | 2,386 | 10,417 | |||||||||
Exit activity and asset impairment charges before income taxes (a) | — | (1,776 | ) | — | |||||||||
Income tax benefit (expense) | 150 | (209 | ) | (3,769 | ) | ||||||||
Income from operations of discontinued operations | (3,327 | ) | 401 | 6,648 | |||||||||
Gain (loss) on disposal of discontinued operations: | |||||||||||||
Gain on sale of GVE before income taxes (b) | — | 5,622 | — | ||||||||||
Impairment of DRTV before income taxes (b) | — | (9,481 | ) | — | |||||||||
Income tax benefit | — | 1,463 | — | ||||||||||
Loss from disposal of discontinued operations | — | (2,396 | ) | — | |||||||||
(Loss) income from discontinued operations. | $ | (3,327 | ) | $ | (1,995 | ) | $ | 6,648 | |||||
(a) | In direct conjunction with the discontinuing of our GVE and DRTV operations, during 2013 we recognized exit activity charges of $0.8 million for employee termination benefits and $1.0 million for non-cancellable facility leases, of which $0.3 million had been paid as of December 31, 2013, the balance of these amounts was paid in 2014. | ||||||||||||
(b) | As a direct result of the discontinuance of our GVE and DRTV operations, we recognized impairment charges of $2.5 million for inventory, $3.8 million for deferred advertising costs, $0.8 million for advances, $0.4 million for property and equipment, $2.1 million for media library, $6.7 million for goodwill, and $3.5 million for other intangibles. |
Quarterly_Results_of_Operation
Quarterly Results of Operations (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Results of Operations (Unaudited) | 16. Quarterly Results of Operations (Unaudited) | ||||||||||||||||
The following tables set forth our unaudited results of operations for each of the quarters in 2014 and 2013. During 2013, we sold our non-Gaiam-branded entertainment media distribution operations and discontinued our DRTV operations. We now report these businesses as discontinued operations, and, accordingly, we have reclassified their results of operations for all periods presented to reflect them as such. In our opinion, this unaudited financial information includes all adjustments, consisting solely of normal recurring accruals and adjustments, necessary for a fair presentation of the results of operations for the quarters presented. | |||||||||||||||||
Year 2014 Quarters Ended | |||||||||||||||||
(in thousands, except per share data) | March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenue | $ | 37,611 | $ | 32,451 | $ | 41,256 | $ | 55,376 | |||||||||
Gross profit | 17,020 | 15,468 | 18,018 | 24,999 | |||||||||||||
Gain on sale of investment (a) | 438 | 1,042 | — | — | |||||||||||||
(Loss) income from continuing operations | (2,098 | ) | (2,216 | ) | (2,559 | ) | 1,243 | ||||||||||
Income (loss) from discontinued operations | 26 | 2 | (82 | ) | (3,273 | ) | |||||||||||
Net loss | (2,072 | ) | (2,214 | ) | (2,641 | ) | (2,030 | ) | |||||||||
Net loss attributable to Gaiam, Inc. | (2,134 | ) | (2,388 | ) | (3,026 | ) | (2,368 | ) | |||||||||
Diluted net loss per share attributable to Gaiam, Inc. | $ | (0.09 | ) | $ | (0.10 | ) | $ | (0.12 | ) | $ | (0.10 | ) | |||||
Weighted average shares outstanding-diluted | 24,006 | 24,090 | 24,340 | 24,470 | |||||||||||||
Year 2013 Quarters Ended | |||||||||||||||||
(in thousands, except per share data) | March 31 | June 30 | September 30 | December 31 (b) | |||||||||||||
Net revenue | $ | 36,679 | $ | 31,897 | $ | 36,128 | $ | 50,759 | |||||||||
Gross profit | 15,750 | 13,314 | 14,693 | 21,551 | |||||||||||||
Gain on sale of investment (a) | — | 16,429 | 1,975 | 6,692 | |||||||||||||
(Loss) income from continuing operations | (2,203 | ) | 8,112 | (700 | ) | (25,307 | ) | ||||||||||
Income (loss) from discontinued operations | 1,981 | (129 | ) | 1,004 | (4,851 | ) | |||||||||||
Net (loss) income | (222 | ) | 7,983 | 304 | (30,158 | ) | |||||||||||
Net (loss) income attributable to Gaiam, Inc. | (277 | ) | 7,848 | 120 | (30,444 | ) | |||||||||||
Net (loss) income per share attributable to Gaiam, Inc. common shareholders – diluted: | |||||||||||||||||
From continuing operations | $ | (0.10 | ) | $ | 0.36 | $ | (0.03 | ) | $ | (1.08 | ) | ||||||
From discontinued operations | 0.09 | (0.01 | ) | 0.04 | (0.21 | ) | |||||||||||
Diluted net (loss) income per share attributable to Gaiam, Inc. | $ | (0.01 | ) | $ | 0.35 | $ | 0.01 | $ | (1.29 | ) | |||||||
Weighted average shares outstanding-diluted | 22,732 | 22,741 | 22,765 | 23,668 | |||||||||||||
(a) | We reported gains on the sale of our RGSE stock during 2014 and 2013, the carrying value for which had previously been reduced to zero through the recognition of our portion of RGSE’s net losses. | ||||||||||||||||
(b) | We recorded a charge of $11.0 million to exit certain businesses, to restructure certain operations, and a net loss of $2.0 million after selling GVE and discontinuing DRTV in the fourth quarter. We also recorded a $23.2 million valuation allowance for our deferred tax assets in the fourth quarter of 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events | 17. Subsequent Events |
On January 7, 2015, we appointed Bart Foster, age 39, to serve as President of Gaiam starting January 12, 2015. We entered into a written agreement with Mr. Foster effective January 7, 2015 outlining the terms of his employment as President. Mr. Foster will report to our Chief Executive Officer and will receive an annual salary of $350,000. Mr. Foster will participate in our performance-based bonus plan and will be eligible to receive a bonus of up to 100% of his base salary based on criteria to be mutually agreed to by Mr. Foster and our compensation committee. Mr. Foster has agreed to a 2-year non-compete covenant and a 5-year non-solicitation covenant. On January 12, 2015, we granted Mr. Foster options to purchase 130,000 shares of our Class A common stock at an exercise price of $7.15 per share pursuant to the terms of our 2009 Long-Term Incentive Plan. The options vest 2% per month for 50 months starting in December 2015. | |
On February 20, 2015, our wholly-owned subsidiary Gaia, Inc. (“Gaiam TV”) filed a registration statement on Form 10 in connection with the previously announced proposed separation of the Gaiam TV segment from the Gaiam Brand segment into two separate publicly traded companies. The proposed tax-free spin-off will occur through a distribution to Gaiam, Inc.’s shareholders of all the stock of Gaiam TV. Gaiam TV will hold all of the assets and liabilities of the Gaiam TV segment. The Gaiam Brand segment will remain with Gaiam, Inc. after the distribution. The completion of the separation is subject to satisfaction of several conditions. Furthermore, our board of directors has the right and ability, in its sole discretion, to abandon the proposed separation at any time before the distribution date. As a result, there can be no assurance that the separation will occur. | |
In connection with the proposed spin-off, Gaiam TV anticipates entering into a reorganization agreement with Gaiam, Inc. to provide for, among other things, the principal corporate transactions required to effect the spin-off, certain conditions to the spin-off and provisions governing the relationship between Gaiam TV and Gaiam, Inc. with respect to and resulting from the spin-off. The reorganization agreement will also provide that the holders of options to purchase Gaiam, Inc. Class A common stock who are employees or non-employee directors of Gaiam, Inc. on the record date for the distribution will receive options to purchase shares of Gaiam TV’s Class A common stock in the same ratio as shareholders. Additionally there will be a corresponding adjustment to the existing Gaiam, Inc. option held by such holder. The spin-off will not constitute a change in control for purposes of Gaiam, Inc.’s equity plans, and therefore no vesting of awards will occur as a result of the spin-off. In addition, the reorganization agreement will address the treatment of the various insurance policies held by Gaiam, Inc. and Gaiam TV after the spin-off. Gaiam TV will enter into multiple license agreements with Gaiam, Inc. including a license agreement for the use of the “Gaiam TV” trade name, and related trademarks and service marks following the spin-off. | |
Providing the spin-off is completed, Gaiam TV anticipates entering into a transition services agreement with Gaiam, Inc. in connection with the separation. Under the transition services agreement, Gaiam, Inc. and Gaiam TV will agree to provide certain services to the other for a period of up to 24 months following the spin-off, or such other shorter period as may be provided in the transition services agreement. The services to be provided may include certain corporate services including, but not limited to, management, financial, accounting, tax, human resources, payroll, technical, fulfillment, software quality control, and certain office services as required from time to time in the ordinary course of our business. Charges for these services will be based on the actual cost of such services without premium or mark-up, although applicable administrative and other overhead costs associated with the services will be allocated and included in the service charge. The employees of Gaiam TV will remain eligible employees under certain employee benefit plans currently maintained by Gaiam, Inc., which will be managed under the transition services agreement. | |
Effective January 1, 2015, Gaiam, Inc. contributed to Gaiam TV its 100% membership interest in Boulder Road LLC, a Colorado limited liability company. Boulder Road LLC is the sole owner of the property located at 833 West South Boulder Road in Louisville, Colorado, which is the location for our operations and the principal executive offices of Gaiam, Inc., Gaiam TV and various other companies. The Gaiam, Inc. business unit has entered into a lease agreement with Boulder Road LLC effective with the contribution. |
Financial_Statement_Schedule_I
Financial Statement Schedule II | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Financial Statement Schedule II | GAIAM, INC. | ||||||||||||||||
Financial Statement Schedule II | |||||||||||||||||
Consolidated Valuation and Qualifying Accounts | |||||||||||||||||
(in thousands) | Balance at | Additions | Deductions | Balance at | |||||||||||||
Beginning of | Charged to | End of | |||||||||||||||
Year | Costs and | Year | |||||||||||||||
Expenses | |||||||||||||||||
Allowance for Doubtful Accounts: | |||||||||||||||||
2014 | $ | 556 | $ | 184 | $ | 328 | $ | 412 | |||||||||
2013 | $ | 611 | $ | 63 | $ | 118 | $ | 556 | |||||||||
2012 | $ | 678 | $ | 296 | $ | 363 | $ | 611 | |||||||||
Allowance for Product Returns: | |||||||||||||||||
2014 | $ | 1,576 | $ | 4,484 | $ | 5,243 | $ | 817 | |||||||||
2013 | $ | 2,579 | $ | 6,359 | $ | 7,362 | $ | 1,576 | |||||||||
2012 | $ | 1,823 | $ | 4,387 | $ | 3,631 | $ | 2,579 |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Cash | Cash | ||||||||||||
Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars and foreign currencies. At each balance sheet date, cash on hand that is denominated in a foreign currency is adjusted to reflect the exchange rate that existed at the balance sheet date. The difference is reported as a gain or loss in our statement of operations each period. Historically, such gains or losses have been immaterial. | |||||||||||||
Concentration of Risk and Allowances for Doubtful Accounts | Concentration of Risk and Allowances for Doubtful Accounts | ||||||||||||
We have a concentration of credit risk in our accounts receivable because our top customer, Target, accounted for 44.1% and 43.6% of accounts receivable, net as of December 31, 2014 and 2013, respectively. Target is a major retailer in the United States to which we make significant sales during the year-end holiday season. | |||||||||||||
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We make estimates of the collectability of our accounts receivable by analyzing historical bad debts, specific customer creditworthiness, and current economic trends. The allowance for doubtful accounts was $0.4 million and $0.6 million as of December 31, 2014 and 2013, respectively. If the financial condition of our customers were to deteriorate such that their ability to make payments to us was impaired, additional allowances could be required. | |||||||||||||
Product Returns | Product Returns | ||||||||||||
We record allowances for product returns to be received in future periods at the time we recognize the original sale. We base the amounts of the returns allowances upon historical experience and future expectations. Our allowance for product returns was $0.8 million and $1.6 million as of December 31, 2014 and 2013, respectively. | |||||||||||||
Inventory | Inventory | ||||||||||||
Inventory consists primarily of finished goods held for sale and is stated at the lower of cost (first-in, first-out method) or market. We identify the inventory items to be written down for obsolescence based on the item’s current sales status and condition. We write down discontinued or slow moving inventories based on an estimate of the markdown required to sell off the inventory. As of December 31, 2014 and 2013, we estimated obsolete or slow-moving inventory to be $1.2 million and $2.1 million, respectively. | |||||||||||||
Advertising Costs | Advertising Costs | ||||||||||||
Deferred advertising costs relate to the preparation, printing, advertising and distribution of catalogs. We defer such costs for financial reporting purposes until the catalogs are distributed, and then we amortize these costs over succeeding periods on the basis of estimated direct relationship sales. We amortize our seasonal catalogs within six months. Forecasted sales are the principal factor we use in estimating the amortization rate. We expense other advertising and promotional costs as incurred. Amounts recorded as advertising expense were $16.4 million, $15.3 million, and $13.6 million for the years ended December 31, 2014, 2013, and 2012, respectively, and we include these amounts in selling and operating expense. As we have announced the intention to significantly reduce production of catalogs in 2015, we expect future deferred advertising costs to be minimal. | |||||||||||||
We record sales discounts or other sales incentives as a reduction to revenue. We identify and record any cooperative advertising expenses we pay, which are for advertisements meeting the separable benefit and fair value tests, as part of selling and operating expense. | |||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||
We state property and equipment at cost less accumulated depreciation and amortization. We include in property and equipment the cost of internal-use software, including software used in connection with our websites. We expense all costs related to the development of internal-use software other than those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them over the estimated useful life of the software, which is typically three years. We compute depreciation of property and equipment on the straight-line method over estimated useful lives, generally three to forty-five years. We amortize leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. Depreciation expense is included in Selling and operating expense, and Corporate, general and administration expense in the accompanying statements of operations. | |||||||||||||
Investments | Investments | ||||||||||||
We account for investments in equity securities that have readily determinable fair values that are not trading securities as available-for-sale securities. Unrealized changes in the fair value of an available-for-sale security are reported in accumulated other comprehensive income, net of tax, until disposed of or determined to be other-than-temporarily impaired, at which time the realized changes are reported in our statement of operations. | |||||||||||||
Purchase Accounting | Purchase Accounting | ||||||||||||
We account for the attainment of a controlling interest in a business using the acquisition method. In determining the estimated fair value of certain acquired assets and liabilities, we make assumptions based upon many different factors, such as historical and other relevant information and analyses performed by independent parties. Assumptions may be incomplete, and unanticipated events and circumstances may occur that could affect the validity of such assumptions, estimates, or actual results. | |||||||||||||
Media Library | Media Library | ||||||||||||
Our media library asset represents the fair value of libraries of media acquired through business combinations, the purchase price of media rights to both video and audio titles, and the capitalized cost to produce media products, all of which we market to retailers and to e-commerce and subscription customers. Our media library is shown in the accompanying balance sheets net of accumulated amortization of $14.5 million and $13.6 million at December 31, 2014 and 2013, respectively, and is amortized over the estimated useful lives of the titles, which range from five to fifteen years. | |||||||||||||
Capitalized media library production costs consist of costs incurred to produce the media content, net of accumulated amortization. We recognize these costs, as well as participation costs, as expenses on an individual title basis equal to the ratio that the current year’s gross revenues bear to our estimate of total ultimate gross revenues from all sources to be earned over a maximum seven-year period. We state capitalized production costs at the lower of unamortized cost or estimated fair value on an individual title basis. We continually review revenue forecasts, based primarily on historical sales statistics, and revise these forecasts when warranted by changing conditions. When estimates of total revenues and other events or changes in circumstances indicate that a title has an estimated fair value that is less than its unamortized cost, we recognize an impairment loss in the current period for the amount by which the unamortized cost exceeds the title’s estimated fair value. | |||||||||||||
During 2014, capitalized production cost for released titles was approximately $2.0 million, and for those titles not yet released was $0.5 million. Additionally, as of December 31, 2014, we estimate that approximately $2.4 million or 42.8% of the unamortized costs for released titles will be amortized during 2015, and approximately 84.5% of the unamortized costs for released titles will be amortized within the next three years. Amortization expense for capitalized produced media content is shown in the table below. | |||||||||||||
Our acquired media rights have $1.6 million of remaining unamortized costs as of December 31, 2014 that will be amortized on a straight-line basis over 12 to 84 months. Amortization expense for acquired media rights is shown in the table below. | |||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Capitalized produced media content | $ | 767 | $ | 788 | $ | 900 | |||||||
Acquired media rights | 254 | 553 | 772 | ||||||||||
Total media amortization expense | $ | 1,021 | $ | 1,341 | $ | 1,672 | |||||||
Based on total media library costs at December 31, 2014 and assuming no subsequent impairment of the underlying assets or a material increase in the video productions or media acquired, we expect the amortization expense for the next five years to be approximately $1.0 million per annum. Additionally, during 2015 we anticipate incurring approximately $2.5 million in royalties related to acquired and produced media content. | |||||||||||||
Goodwill and Other Intangibles | Goodwill and Other Intangibles | ||||||||||||
Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. Our other intangibles consist of customer related assets. We review goodwill for impairment annually or more frequently if impairment indicators arise on a goodwill reporting unit level. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount. If it is determined that the fair value for a goodwill reporting unit is more likely than not greater than the carrying amount for that goodwill reporting unit, then the two-step impairment test is unnecessary. If it is determined that the two-step impairment test is necessary, then for step one, we compare the estimated fair value of a goodwill reporting unit with its carrying amount, including goodwill. If the estimated fair value of a goodwill reporting unit exceeds its carrying amount, we consider the goodwill of the reporting unit not impaired. If the carrying amount of a goodwill reporting unit exceeds its estimated fair value, we perform the second step of the goodwill impairment test to measure the amount of impairment loss. We use either a comparable market approach or a traditional present value method to test for potential impairment. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. | |||||||||||||
Long-Lived Assets | Long-Lived Assets | ||||||||||||
We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. | |||||||||||||
Participations Payable | Participations Payable | ||||||||||||
Participations payable represents amounts owed to talent involved with our media productions based on royalty or distribution agreements. Certain agreements include minimum royalty payments. All amounts due under such agreements are accrued at the time the related revenue is recognized. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
We provide for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not. Due to historical losses, we established a full valuation allowance on our deferred tax assets at the end of 2013. | |||||||||||||
Revenue | Revenue | ||||||||||||
We recognize revenue in our Gaiam Brand segment when the goods are shipped to the customer and collection is either probable or has occurred. The amount of revenue recognized is net of estimated returns and other chargebacks (or channel credits), which are estimated using historical return and credit rates. If the actual amount of returns and chargebacks were to vary significantly from our estimates, it could materially impact our results of operations in subsequent periods. We recognize amounts billed to customers for postage and handling as revenue at the same time we recognize the revenue arising from the product sale. Travel revenues are recognized in the period which the trip begins. We recognize revenue in our Gaiam TV segment ratably over the subscription period after collection has occurred. We present revenue net of taxes collected from customers. | |||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||
We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time based awards over the service period. We use the Black-Scholes option valuation model to estimate the fair value of the award. In estimating this fair value, we use certain assumptions, as disclosed in Note 11. Share-Based Compensation, consisting of the expected life of the option, risk-free interest rate, dividend yield, and volatility. The use of a different estimate for any one of these components could have a material impact on the amount of calculated compensation expense. | |||||||||||||
Defined Contribution Plan | Defined Contribution Plan | ||||||||||||
We have adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. The 401(k) plan permits, but does not require, us to make additional matching contributions to the 401(k) plan on behalf of all participants in the 401(k) plan. We match 50% of an employee’s contribution, up to an annual maximum matching contribution of $1,500. We made matching contributions to the 401(k) plan of $0.2 million, $0.3 million, and $0.2 million in each of the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||
Foreign Currency Translation | Foreign Currency Translation | ||||||||||||
Our foreign subsidiaries use their local currency as their functional currency. We translate assets and liabilities into U.S. dollars at exchange rates in effect at the balance sheet date. We translate income and expense accounts at the average monthly exchange rates during the year. We record resulting translation adjustments, net of income taxes, as a separate component of accumulated other comprehensive income. | |||||||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | ||||||||||||
Our comprehensive income (loss) is comprised of our net income (loss), noncontrolling interest net income (loss), foreign currency translation adjustments, net of tax, and unrealized changes in the fair value of an equity security, net of tax. | |||||||||||||
The tax effects allocated to our accumulated other comprehensive income (loss) components were as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Before-tax amount | $ | (268 | ) | $ | (262 | ) | $ | 14 | |||||
Tax expense (benefit) | (89 | ) | (86 | ) | 4 | ||||||||
Net-of-tax amount | $ | (179 | ) | $ | (176 | ) | $ | 10 | |||||
Net Income (Loss) Per Share Attributable To Gaiam, Inc. Common Shareholders | Net Income (Loss) Per Share Attributable To Gaiam, Inc. Common Shareholders | ||||||||||||
Basic net income (loss) per share attributable to Gaiam, Inc. common shareholders excludes any dilutive effects of options. We compute basic net income (loss) per share attributable to Gaiam, Inc. common shareholders using the weighted average number of common shares outstanding during the period. We compute diluted net income (loss) per share attributable to Gaiam, Inc. common shareholders using the weighted average number of common shares and common stock equivalents outstanding during the period. We excluded weighted average common stock equivalents of 725,000, 1,440,000 and 1,387,000 from the computation of diluted net income (loss) per share attributable to Gaiam, Inc. common shareholders for 2014, 2013 and 2012, respectively, because their effect was antidilutive. | |||||||||||||
The following table sets forth the computation of basic and diluted net (loss) income per share attributable to Gaiam, Inc. common shareholders: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2012 | ||||||||||
Net (loss) income attributable to Gaiam, Inc. common shareholders: | |||||||||||||
(Loss) income from continuing operations | $ | (6,589 | ) | $ | (20,757 | ) | $ | (19,530 | ) | ||||
(Loss) income from discontinued operations | (3,327 | ) | (1,995 | ) | 6,648 | ||||||||
Net loss attributable to Gaiam, Inc. | $ | (9,916 | ) | $ | (22,752 | ) | $ | (12,882 | ) | ||||
Weighted average shares for basic and diluted net (loss) income per share | 24,228 | 22,972 | 22,703 | ||||||||||
Net (loss) income per share attributable to Gaiam, Inc. common shareholders—basic and diluted: | |||||||||||||
Loss from continuing operations | $ | (0.27 | ) | $ | (0.90 | ) | $ | (0.86 | ) | ||||
(Loss) income from discontinued operations | (0.14 | ) | (0.09 | ) | 0.29 | ||||||||
Basic and diluted net loss per share attributable to Gaiam, Inc. | $ | (0.41 | ) | $ | (0.99 | ) | $ | (0.57 | ) | ||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||
The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair values. | |||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued 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. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Amortization Expense for Acquired Media Rights | Amortization expense for acquired media rights is shown in the table below. | ||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Capitalized produced media content | $ | 767 | $ | 788 | $ | 900 | |||||||
Acquired media rights | 254 | 553 | 772 | ||||||||||
Total media amortization expense | $ | 1,021 | $ | 1,341 | $ | 1,672 | |||||||
Tax Effects Allocated to Other Comprehensive Income (Loss) Component | The tax effects allocated to our accumulated other comprehensive income (loss) components were as follows: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Before-tax amount | $ | (268 | ) | $ | (262 | ) | $ | 14 | |||||
Tax expense (benefit) | (89 | ) | (86 | ) | 4 | ||||||||
Net-of-tax amount | $ | (179 | ) | $ | (176 | ) | $ | 10 | |||||
Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Gaiam, Inc. Common Shareholders | The following table sets forth the computation of basic and diluted net (loss) income per share attributable to Gaiam, Inc. common shareholders: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands, except per share data) | 2014 | 2013 | 2012 | ||||||||||
Net (loss) income attributable to Gaiam, Inc. common shareholders: | |||||||||||||
(Loss) income from continuing operations | $ | (6,589 | ) | $ | (20,757 | ) | $ | (19,530 | ) | ||||
(Loss) income from discontinued operations | (3,327 | ) | (1,995 | ) | 6,648 | ||||||||
Net loss attributable to Gaiam, Inc. | $ | (9,916 | ) | $ | (22,752 | ) | $ | (12,882 | ) | ||||
Weighted average shares for basic and diluted net (loss) income per share | 24,228 | 22,972 | 22,703 | ||||||||||
Net (loss) income per share attributable to Gaiam, Inc. common shareholders—basic and diluted: | |||||||||||||
Loss from continuing operations | $ | (0.27 | ) | $ | (0.90 | ) | $ | (0.86 | ) | ||||
(Loss) income from discontinued operations | (0.14 | ) | (0.09 | ) | 0.29 | ||||||||
Basic and diluted net loss per share attributable to Gaiam, Inc. | $ | (0.41 | ) | $ | (0.99 | ) | $ | (0.57 | ) | ||||
Other_Current_Assets_Tables
Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Schedule of Other Current Assets | Other current assets consist of the following as of December 31: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Prepaid travel deposits | $ | 5,216 | $ | 3,880 | |||||
Advances | 2,592 | 1,078 | |||||||
Deferred advertising costs | — | 311 | |||||||
Other current assets | 4,190 | 4,201 | |||||||
$ | 11,998 | $ | 9,470 | ||||||
Property_and_Equipment_and_Oth1
Property and Equipment and Other Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment, Stated at Lower of Cost or Estimated Fair Value | Property and equipment, stated at lower of cost or estimated fair value, consists of the following as of December 31: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Land | $ | 5,603 | $ | 5,603 | |||||
Buildings | 16,809 | 16,637 | |||||||
Furniture, fixtures and equipment | 7,327 | 6,839 | |||||||
Leasehold improvements | 1,622 | 1,622 | |||||||
Website development costs and other software | 11,678 | 9,919 | |||||||
Studios, computer and telephone equipment | 9,293 | 9,182 | |||||||
Warehouse and distribution equipment | 1,765 | 1,765 | |||||||
54,097 | 51,567 | ||||||||
Accumulated depreciation and amortization | (30,866 | ) | (29,027 | ) | |||||
$ | 23,231 | $ | 22,540 | ||||||
Schedule of Other Assets | Other Assets consists of the following as of December 31: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Working capital and related receivables, net (See Note 8) | $ | 7,250 | $ | 6,875 | |||||
Other assets | 5,417 | 1,836 | |||||||
$ | 12,667 | $ | 8,711 | ||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Changes in Goodwill | The following table sets forth the changes in goodwill for the period December 31, 2012 through December 31, 2014 by segment. | ||||||||||||
(in thousands) | Gaiam Brand | Gaiam TV | Total | ||||||||||
Segment | Segment | ||||||||||||
Balance at December 31, 2012 | $ | 2,673 | $ | — | $ | 2,673 | |||||||
Acquisitions | 717 | 10,609 | 11,326 | ||||||||||
Balance at December 31, 2013 | 3,390 | 10,609 | 13,999 | ||||||||||
Acquisitions | 1,449 | — | 1,449 | ||||||||||
Balance at December 31, 2014 | $ | 4,839 | $ | 10,609 | $ | 15,448 | |||||||
Summary of Indefinite Lived Intangibles Assets by Major Class | The following table represents our intangibles assets by major class as of December 31, 2014 and 2013. | ||||||||||||
As of December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Indefinite Lived Intangibles | $ | 340 | $ | — | |||||||||
Intangibles Subject to Amortization | |||||||||||||
Customer related: | |||||||||||||
Gross carrying amount | $ | 978 | $ | 1,038 | |||||||||
Accumulated amortization | (636 | ) | (582 | ) | |||||||||
$ | 342 | $ | 456 | ||||||||||
Marketing related: | |||||||||||||
Gross carrying amount | $ | 1,588 | $ | 1,436 | |||||||||
Accumulated amortization | (1,447 | ) | (737 | ) | |||||||||
$ | 141 | $ | 699 | ||||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Components of Accrued Liabilities | Accrued liabilities consist of the following as of December 31: | ||||||||
(in thousands) | 2014 | 2013 | |||||||
Accrued compensation | $ | 3,323 | $ | 5,500 | |||||
Customer travel deposits | 11,370 | 8,478 | |||||||
Accrued legal expense and related reserves | 3,000 | — | |||||||
Other accrued liabilities | 2,166 | 3,525 | |||||||
$ | 19,859 | $ | 17,503 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Annual Future Minimum Lease Payments Required under Operating Leases | The following schedule represents the annual future minimum payments under these commitments, as of December 31, 2014: | ||||
(in thousands) | Operating | ||||
Leases | |||||
2015 | $ | 769 | |||
2016 | 299 | ||||
2017 | — | ||||
Total minimum lease payments | $ | 1,068 | |||
Schedule of Annual Future Minimum Payments Under Media Distribution Agreement | The following schedule shows the annual future minimum payments under these agreements, as of December 31, 2014: | ||||
(in thousands) | Distribution | ||||
Payments | |||||
2015 | $ | 3.35 | |||
2016 | 2,325 | ||||
2017 | 300 | ||||
Total media distribution payments | $ | 5,975 | |||
Equity_Tables
Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Schedule of Issued Shares of Class A common stock Under 2009 Long-Term Incentive Plan | During 2014, 2013 and 2012, we issued shares of our Class A common stock as shown in the table below under our 2009 Long-Term Incentive Plan. We recorded the shares issued to our directors at their estimated fair value based on the market’s closing price of our stock on the date the shares were issued, which by policy is the last trading day of each quarter in which the services were rendered. | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Shares issued to independent directors for services rendered, in lieu of cash compensation | 19,542 | 49,187 | 32,620 | ||||||||||
Shares issued to employees upon exercise of stock options | 354,926 | 160,470 | — | ||||||||||
Class A Common Shares Reserved for Future Issuance | As of December 31, 2014, we had the following Class A common shares reserved for future issuance: | ||||||||||||
Conversion of Class B common shares | 5,400,000 | ||||||||||||
Awards under the 2009 and 1999 Long-Term Incentive Plans: | |||||||||||||
Stock options outstanding | 1,448,684 | ||||||||||||
Total shares reserved for future issuance | 6,848,684 | ||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Variables Used in Black-Scholes Option Pricing Model to Determine Estimated Grant Date Fair Value for Options Granted | The following are the variables we used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted under the Plan for each of the years presented: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected volatility | 48% - 59% | 57% - 61% | 59% | ||||||||||||||
Weighted-average volatility | 55% | 58% | 59% | ||||||||||||||
Expected dividends | — % | — % | — % | ||||||||||||||
Expected term (in years) | 1.1 - 7.8 | 5.1 - 7.8 | 7.1 | ||||||||||||||
Risk-free rate | 0.14% - 2.37% | 1.33% - 2.32% | 1.36% - 1.61% | ||||||||||||||
Summary of Option Activity | The table below presents a summary of option activity under both our plans as of December 31, 2014, and changes during the year then ended: | ||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
Outstanding at January 1, 2014 | 1,662,450 | $ | 5.65 | ||||||||||||||
Granted | 617,500 | 6.54 | |||||||||||||||
Exercised | (354,926 | ) | 5.09 | ||||||||||||||
Cancelled or forfeited | (476,340 | ) | 5.64 | ||||||||||||||
Outstanding at December 31, 2014 | 1,448,684 | $ | 6.17 | 6.3 | $ | 1,573,978 | |||||||||||
Exercisable at December 31, 2014 | 615,084 | $ | 5.79 | 2.9 | $ | 896,466 | |||||||||||
Asset_Impairments_and_Exit_Act1
Asset Impairments and Exit Activity Costs (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accrued Liabilities Termination Benefit | Changes in the accrual liability associated with termination benefits were as follows: | ||||
Charges | $ | 2,472 | |||
Payments, net | (298 | ) | |||
Balance December 31, 2013 | 2,174 | ||||
Payments, net | (308 | ) | |||
Reversals and Adjustments | (101 | ) | |||
Balance December 31, 2014 | $ | 1,765 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Provision for Income Tax Expense (Benefit) | Our provision for income tax expense (benefit) is comprised of the following: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Current: | |||||||||||||
Federal | $ | 887 | $ | 536 | $ | 184 | |||||||
State | 157 | (68 | ) | (88 | ) | ||||||||
International | 175 | 223 | 196 | ||||||||||
1,219 | 691 | 292 | |||||||||||
Deferred: | |||||||||||||
Federal | — | 22,418 | (5,590 | ) | |||||||||
State | — | 1,538 | (374 | ) | |||||||||
International | — | 73 | (3 | ) | |||||||||
— | 24,029 | (5,967 | ) | ||||||||||
Total income tax expense (benefit) | $ | 1,219 | 24,720 | (5,675 | ) | ||||||||
Schedule of Components of Income Taxes | The components of our income taxes consisted of the following: | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Income tax expense (benefit) from continuing operations | $ | 1,369 | $ | 25,974 | $ | (9,444 | ) | ||||||
Income tax (benefit) expense from discontinued operations | (150 | ) | 209 | 3,769 | |||||||||
Income tax benefit from loss on disposal of discontinued operations | — | (1,463 | ) | — | |||||||||
Total income tax expense (benefit) | $ | 1,219 | 24,720 | (5,675 | ) | ||||||||
Variations from Federal Statutory Rate | Variations from the federal statutory rate are as follows: | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Expected federal income tax (benefit) expense at statutory rate of 34% | $ | (2,631 | ) | $ | 898 | $ | (807 | ) | |||||
Effect of 2008 State NOL’s and option forfeitures | — | 49 | — | ||||||||||
Effect of permanent enhanced charitable donation differences | — | — | (31 | ) | |||||||||
Effect of permanent other differences | 37 | 213 | 106 | ||||||||||
Effect of change in financial statement carrying value of investment | — | — | (5,077 | ) | |||||||||
State income tax expense (benefit), net of federal benefit | (150 | ) | 24 | (40 | ) | ||||||||
Establishment of valuation allowance on net deferred tax assets | 4,071 | 23,153 | — | ||||||||||
Other | (70 | ) | 278 | 209 | |||||||||
Effect of differences between U.S. taxation and foreign taxation | (38 | ) | 105 | (35 | ) | ||||||||
Total income tax expense (benefit) | $ | 1,219 | 24,720 | (5,675 | ) | ||||||||
Components of Net Accumulated Deferred Income Tax Assets | The components of the net accumulated deferred income tax assets as of December 31, 2014 and 2013 are as follows: | ||||||||||||
December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Deferred tax assets (liabilities): | |||||||||||||
Current: | |||||||||||||
Provision for doubtful accounts | $ | 1,211 | $ | 171 | |||||||||
Inventory-related expense | 483 | 950 | |||||||||||
Accrued liabilities | 2,641 | 3,341 | |||||||||||
Net operating loss carryforward | — | 820 | |||||||||||
Worthless stock deduction | 206 | 3,055 | |||||||||||
Prepaid and deferred catalog costs | — | (103 | ) | ||||||||||
Other | 263 | 35 | |||||||||||
Exit activity accruals | — | 1,603 | |||||||||||
Total current deferred tax assets | 4,804 | 9,872 | |||||||||||
Valuation allowance | (4,804 | ) | (9,872 | ) | |||||||||
Total current deferred tax assets, net of valuation allowance | $ | — | $ | — | |||||||||
Non-current: | |||||||||||||
Depreciation and amortization | $ | (1,506 | ) | $ | (825 | ) | |||||||
Section 181 qualified production expense | (2,770 | ) | (850 | ) | |||||||||
Net operating loss carryforward | 26,966 | 15,297 | |||||||||||
Charitable carryforward | 1,414 | 1,567 | |||||||||||
Loss (gain) from change in financial statement carrying value of investment, net | 48 | 55 | |||||||||||
Gain from foreign business acquisition | (347 | ) | (347 | ) | |||||||||
Impairment of intangibles | 367 | — | |||||||||||
Tax credits | 921 | 920 | |||||||||||
Other | (3 | ) | 69 | ||||||||||
Total non-current deferred tax assets | 25,090 | 15,886 | |||||||||||
Valuation allowance | (25,090 | ) | (15,886 | ) | |||||||||
Total non-current deferred tax assets, net of valuation allowance | — | — | |||||||||||
Total net deferred tax assets | $ | — | $ | — | |||||||||
Sources of Income (Loss) Before Income Taxes | The sources of income (loss) before income taxes are as follows: | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Domestic | $ | (4,947 | ) | $ | 5,503 | $ | (29,162 | ) | |||||
International | 686 | 373 | 493 | ||||||||||
$ | (4,261 | ) | $ | 5,876 | $ | (28,669 | ) | ||||||
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Financial Information for Segments | Financial information for our segments is as follows: | ||||||||||||
Year Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Net revenue: | |||||||||||||
Gaiam Brand | $ | 156,784 | $ | 149,812 | $ | 123,545 | |||||||
Gaiam TV | 9,910 | (c) | 5,651 | 3,697 | |||||||||
Consolidated net revenue | 166,694 | 155,463 | 127,242 | ||||||||||
Contribution margin (loss): | |||||||||||||
Gaiam Brand | 6,640 | (9,394 | )(a) | (1,810 | ) | ||||||||
Gaiam TV | (8,718 | ) | (10,144 | )(b) | (5,762 | ) | |||||||
Segment contribution loss | (2,078 | ) | (19,538 | ) | (7,572 | ) | |||||||
Other unallocated corporate expenses | (3,008 | ) | (2,103 | ) | (2,601 | ) | |||||||
Consolidated contribution loss | (5,086 | ) | (21,641 | ) | (10,173 | ) | |||||||
Reconciliation of contribution loss to net loss attributable to Gaiam, Inc.: | |||||||||||||
Interest and other (expense) income | (600 | ) | 2,421 | (86 | ) | ||||||||
Gain on sale of investments | 1,480 | 25,096 | — | ||||||||||
Loss from equity method investment | (55 | ) | — | (18,410 | ) | ||||||||
Income tax expense (benefit) | 1,369 | 25,974 | (9,444 | ) | |||||||||
(Loss) income from discontinued operations, net of tax | (3,327 | ) | (1,995 | ) | 6,648 | ||||||||
Net income attributable to noncontrolling interest | (959 | ) | (659 | ) | (305 | ) | |||||||
Net loss attributable to Gaiam, Inc. | $ | (9,916 | ) | $ | (22,752 | ) | $ | (12,882 | ) | ||||
(a) | During 2013 we recognized impairment and severance charges of $9.2 million. | ||||||||||||
(b) | During 2013 we recognized impairment charges of $1.8 million. | ||||||||||||
(c) | As discussed in Note 17 Subsequent Events, Gaiam TV filed a Form 10 with the SEC on February 20, 2015. The segment amounts presented here and discussed elsewhere in this Form 10-K vary insignificantly from the amounts in the Form 10, as the Form 10 required that certain items be recast for stand-alone presentation. As reported in Form 10 revenues were $10.1 million for 2014 and $5.5 million for 2013 and contribution loss was $8.5 million for 2014 and $10.0 for 2013. | ||||||||||||
Reconciliation of Reportable Segments' Assets to Consolidated Total Assets | The following is a reconciliation of reportable segments’ assets to our consolidated total assets. Other unallocated corporate amounts are comprised of cash, current and deferred income taxes, and property and equipment. | ||||||||||||
As of December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Total assets – Continuing Operations: | |||||||||||||
Gaiam Brand | $ | 114,388 | $ | 120,604 | $ | 117,167 | |||||||
Gaiam TV | 23,662 | 19,193 | 5,850 | ||||||||||
$ | 138,050 | $ | 139,797 | $ | 123,017 | ||||||||
Total assets – Discontinued Operations: | |||||||||||||
Gaiam Brand | $ | 582 | $ | 1,889 | $ | 74,214 | |||||||
$ | 138,632 | $ | 141,686 | $ | 197,231 | ||||||||
Geographical Data for Operations | The following represents geographical data for our operations as of and for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Revenue: | |||||||||||||
United States | $ | 156,284 | $ | 147,527 | $ | 118,931 | |||||||
International | 10,410 | 7,936 | 8,311 | ||||||||||
$ | 166,694 | $ | 155,463 | $ | 127,242 | ||||||||
Long-Lived Assets: | |||||||||||||
United States | $ | 34,123 | $ | 29,072 | $ | 33,827 | |||||||
International | 243 | 246 | 626 | ||||||||||
$ | 34,366 | $ | 29,318 | $ | 34,453 | ||||||||
As of December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Components of Long-Lived Assets (a): | |||||||||||||
Property and equipment, net | $ | 23,231 | $ | 22,540 | $ | 23,544 | |||||||
Media Library, net | 7,691 | 5,211 | 10,441 | ||||||||||
Other Intangibles, net | 823 | 1,155 | 190 | ||||||||||
Other assets | 2,621 | 412 | 278 | ||||||||||
$ | 34,366 | $ | 29,318 | $ | 34,453 | ||||||||
(a) | Excludes other non-current assets (non-current deferred tax assets, net, goodwill, investments, notes receivable, security deposits and noncurrent assets from discontinued operations) of $25.5 million, $22.3 million, and $33.0 million for 2014, 2013, and 2012, respectively. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Major Components of Assets and Liabilities of Discontinued Operations | The major components of assets and liabilities of our discontinued operations were as follows: | ||||||||||||
December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||
Current assets: | |||||||||||||
Accounts receivable, net | $ | — | $ | 835 | |||||||||
Inventory, less allowances | 282 | 818 | |||||||||||
Other current assets | 300 | 236 | |||||||||||
Total current assets | $ | 582 | $ | 1,889 | |||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | — | $ | 1,121 | |||||||||
Accrued liabilities | — | 475 | |||||||||||
Total current liabilities | $ | — | $ | 1,596 | |||||||||
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: | ||||||||||||
Years Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Net revenue | $ | 2,516 | $ | 53,539 | $ | 75,232 | |||||||
(Loss) income from operations before income taxes | (3,477 | ) | 2,386 | 10,417 | |||||||||
Exit activity and asset impairment charges before income taxes (a) | — | (1,776 | ) | — | |||||||||
Income tax benefit (expense) | 150 | (209 | ) | (3,769 | ) | ||||||||
Income from operations of discontinued operations | (3,327 | ) | 401 | 6,648 | |||||||||
Gain (loss) on disposal of discontinued operations: | |||||||||||||
Gain on sale of GVE before income taxes (b) | — | 5,622 | — | ||||||||||
Impairment of DRTV before income taxes (b) | — | (9,481 | ) | — | |||||||||
Income tax benefit | — | 1,463 | — | ||||||||||
Loss from disposal of discontinued operations | — | (2,396 | ) | — | |||||||||
(Loss) income from discontinued operations | $ | (3,327 | ) | $ | (1,995 | ) | $ | 6,648 | |||||
(a) | In direct conjunction with the discontinuing of our GVE and DRTV operations, during 2013 we recognized exit activity charges of $0.8 million for employee termination benefits and $1.0 million for non-cancellable facility leases, of which $0.3 million had been paid as of December 31, 2013, the balance of these amounts was paid in 2014. | ||||||||||||
(b) | As a direct result of the discontinuance of our GVE and DRTV operations, we recognized impairment charges of $2.5 million for inventory, $3.8 million for deferred advertising costs, $0.8 million for advances, $0.4 million for property and equipment, $2.1 million for media library, $6.7 million for goodwill, and $3.5 million for other intangibles. |
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Data | The following tables set forth our unaudited results of operations for each of the quarters in 2014 and 2013. During 2013, we sold our non-Gaiam-branded entertainment media distribution operations and discontinued our DRTV operations. We now report these businesses as discontinued operations, and, accordingly, we have reclassified their results of operations for all periods presented to reflect them as such. In our opinion, this unaudited financial information includes all adjustments, consisting solely of normal recurring accruals and adjustments, necessary for a fair presentation of the results of operations for the quarters presented. | ||||||||||||||||
Year 2014 Quarters Ended | |||||||||||||||||
(in thousands, except per share data) | March 31 | June 30 | September 30 | December 31 | |||||||||||||
Net revenue | $ | 37,611 | $ | 32,451 | $ | 41,256 | $ | 55,376 | |||||||||
Gross profit | 17,020 | 15,468 | 18,018 | 24,999 | |||||||||||||
Gain on sale of investment (a) | 438 | 1,042 | — | — | |||||||||||||
(Loss) income from continuing operations | (2,098 | ) | (2,216 | ) | (2,559 | ) | 1,243 | ||||||||||
Income (loss) from discontinued operations | 26 | 2 | (82 | ) | (3,273 | ) | |||||||||||
Net loss | (2,072 | ) | (2,214 | ) | (2,641 | ) | (2,030 | ) | |||||||||
Net loss attributable to Gaiam, Inc. | (2,134 | ) | (2,388 | ) | (3,026 | ) | (2,368 | ) | |||||||||
Diluted net loss per share attributable to Gaiam, Inc. | $ | (0.09 | ) | $ | (0.10 | ) | $ | (0.12 | ) | $ | (0.10 | ) | |||||
Weighted average shares outstanding-diluted | 24,006 | 24,090 | 24,340 | 24,470 | |||||||||||||
Year 2013 Quarters Ended | |||||||||||||||||
(in thousands, except per share data) | March 31 | June 30 | September 30 | December 31 (b) | |||||||||||||
Net revenue | $ | 36,679 | $ | 31,897 | $ | 36,128 | $ | 50,759 | |||||||||
Gross profit | 15,750 | 13,314 | 14,693 | 21,551 | |||||||||||||
Gain on sale of investment (a) | — | 16,429 | 1,975 | 6,692 | |||||||||||||
(Loss) income from continuing operations | (2,203 | ) | 8,112 | (700 | ) | (25,307 | ) | ||||||||||
Income (loss) from discontinued operations | 1,981 | (129 | ) | 1,004 | (4,851 | ) | |||||||||||
Net (loss) income | (222 | ) | 7,983 | 304 | (30,158 | ) | |||||||||||
Net (loss) income attributable to Gaiam, Inc. | (277 | ) | 7,848 | 120 | (30,444 | ) | |||||||||||
Net (loss) income per share attributable to Gaiam, Inc. common shareholders – diluted: | |||||||||||||||||
From continuing operations | $ | (0.10 | ) | $ | 0.36 | $ | (0.03 | ) | $ | (1.08 | ) | ||||||
From discontinued operations | 0.09 | (0.01 | ) | 0.04 | (0.21 | ) | |||||||||||
Diluted net (loss) income per share attributable to Gaiam, Inc. | $ | (0.01 | ) | $ | 0.35 | $ | 0.01 | $ | (1.29 | ) | |||||||
Weighted average shares outstanding-diluted | 22,732 | 22,741 | 22,765 | 23,668 | |||||||||||||
(a) | We reported gains on the sale of our RGSE stock during 2014 and 2013, the carrying value for which had previously been reduced to zero through the recognition of our portion of RGSE’s net losses. | ||||||||||||||||
(b) | We recorded a charge of $11.0 million to exit certain businesses, to restructure certain operations, and a net loss of $2.0 million after selling GVE and discontinuing DRTV in the fourth quarter. We also recorded a $23.2 million valuation allowance for our deferred tax assets in the fourth quarter of 2013. |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | $400,000 | $600,000 | |
Allowance for product returns | 800,000 | 1,600,000 | |
Estimated value of obsolete or slow-moving inventory | 1,200,000 | 2,100,000 | |
Advertising expense | 16,400,000 | 15,300,000 | 13,600,000 |
Accumulated amortization of media library | 14,500,000 | 13,600,000 | |
Defined contribution plan percentage employee's matching contribution | 50.00% | ||
Defined contribution plan maximum annual matching contribution amount | 1,500 | ||
Common stock shares excluded from computation of dilutive earnings per share | 725,000 | 1,440,000 | 1,387,000 |
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | 3 years | ||
Estimated useful life of media library | 5 years | ||
Estimated useful life | 24 months | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | 45 years | ||
Estimated useful life of media library | 15 years | ||
Period for gross revenues from all sources to be earned | 7 years | ||
Estimated useful life | 60 months | ||
Defined Contribution Pension Plan 401k | |||
Significant Accounting Policies [Line Items] | |||
Defined contribution plan annual matching contribution amount | 200,000 | 300,000 | 200,000 |
Released Titles | |||
Significant Accounting Policies [Line Items] | |||
Capitalized production cost | 2,000,000 | ||
Expected amortization of capitalized production costs in 2015 | 2,400,000 | ||
Percentage of expected amortization of capitalized production costs in 2015 | 42.80% | ||
Percentage of expected amortization of capitalized production costs next three years | 84.50% | ||
Unreleased Titles | |||
Significant Accounting Policies [Line Items] | |||
Capitalized production cost | 500,000 | ||
Media Titles and Rights | |||
Significant Accounting Policies [Line Items] | |||
Unamortized In Production Original Television Program Costs | 1,600,000 | ||
Media library estimated amortization expense year 1 | 1,000,000 | ||
Media library estimated amortization expense year 2 | 1,000,000 | ||
Media library estimated amortization expense year 3 | 1,000,000 | ||
Media library estimated amortization expense year 4 | 1,000,000 | ||
Media library estimated amortization expense year 5 | 1,000,000 | ||
Anticipated royalties incurred 2015 | $2,500,000 | ||
Media Titles and Rights | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 12 months | ||
Media Titles and Rights | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 84 months | ||
Website development costs and other software | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | 3 years | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Target | |||
Significant Accounting Policies [Line Items] | |||
Percentage of account receivable by major customer | 44.10% | 43.60% |
Amortization_Expense_for_Acqui
Amortization Expense for Acquired Media Rights (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Amortization Expense [Line Items] | |||||
Capitalized produced media content | $2,223 | $1,659 | [1] | $1,946 | [2] |
Total media amortization expense | 700 | 300 | 200 | ||
Media Rights | |||||
Amortization Expense [Line Items] | |||||
Capitalized produced media content | 767 | 788 | 900 | ||
Acquired media rights | 254 | 553 | 772 | ||
Total media amortization expense | $1,021 | $1,341 | $1,672 | ||
[1] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. | ||||
[2] | Net cash provided by operating activities for discontinued operations during 2012 includes approximately $18.7 million of net cash provided by purchased Vivendi Entertainment ("Vivendi") working capital, which was used to partially fund the acquisition of Vivendi. Excluding the net cash flows from the purchased Vivendi working capital, net cash used by operating activities for discontinued operations would have been zero during 2012. |
Tax_Effects_allocated_to_Accum
Tax Effects allocated to Accumulated Other Comprehensive Income (Loss) Components (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Other Comprehensive Income (Loss) [Line Items] | |||
Before-tax amount | ($268) | ($262) | $14 |
Tax expense (benefit) | -89 | -86 | 4 |
Net-of-tax amount | ($179) | ($176) | $10 |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net (Loss) Income Per Share Attributable to Gaiam, Inc. Common Shareholders (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net (loss) income attributable to Gaiam, Inc. common shareholders: | |||
(Loss) income from continuing operations | ($6,589) | ($20,757) | ($19,530) |
(Loss) income from discontinued operations | -3,327 | -1,995 | 6,648 |
Net loss attributable to Gaiam, Inc. | ($9,916) | ($22,752) | ($12,882) |
Weighted average shares for basic and diluted net (loss) income per share | 24,228 | 22,972 | 22,703 |
Loss from continuing operations | ($0.27) | ($0.90) | ($0.86) |
(Loss) income from discontinued operations | ($0.14) | ($0.09) | $0.29 |
Basic and diluted net loss per share attributable to Gaiam, Inc. | ($0.41) | ($0.99) | ($0.57) |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 05, 2013 | Apr. 23, 2013 | Jan. 01, 2012 | Dec. 31, 2011 | ||
Related Party Transaction [Line Items] | ||||||||
Gain from sale of investment | $1,480,000 | $25,096,000 | [1] | |||||
Related party transaction | 707,000 | 76,000 | ||||||
Federal income tax rate | 34.00% | 34.00% | 34.00% | |||||
Deferred tax asset related to Tax Sharing Agreement | 1,600,000 | |||||||
Real Goods Solar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock votes per share ,description | On December 31, 2011, we converted our RGSE Class B common shares, which had ten votes per share, to RGSE Class A common shares, which have one vote per share. | |||||||
Unsecured and subordinated loans, number of loans outstanding | 2 | |||||||
Unsecured and subordinated loans, total amount receivable | 2,700,000 | |||||||
Percentage annual interest rate on advanced investment | 10.00% | |||||||
Unsecured and subordinated loans, total amount converted to shares | 100,000 | |||||||
Unsecured and subordinated loans, shares converted | 62,111 | |||||||
Collections for loans receivable | 2,300,000 | 2,100,000 | ||||||
Acquisition of RSOL's tenant leasehold improvements | 200,000 | |||||||
Related party transaction | 300,000 | |||||||
Federal income tax rate | 34.00% | |||||||
Operating loss carryforwards, if unused, expiration year | 2018 | |||||||
Portion of net operating loss carryforwards | 4,400,000 | |||||||
Deferred tax asset related to Tax Sharing Agreement | 1,600,000 | |||||||
Lease agreement period | 5 years | |||||||
Monthly lease payments | 36,000 | |||||||
Real Goods Solar | Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock , Voting percentage | 20.00% | 37.50% | ||||||
Gain from sale of investment | $25,000,000 | |||||||
[1] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. |
Schedule_Of_Other_Current_Asse
Schedule Of Other Current Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Current Assets [Line Items] | ||
Prepaid travel deposits | $5,216 | $3,880 |
Advances | 2,592 | 1,078 |
Deferred advertising costs | 311 | |
Other current assets | 4,190 | 4,201 |
Total | $11,998 | $9,470 |
Property_and_Equipment_Stated_
Property and Equipment, Stated at Lower of Cost or Estimated Fair Value (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
In Thousands, unless otherwise specified | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | $54,097 | $51,567 | ||||
Accumulated depreciation and amortization | -30,866 | -29,027 | ||||
Property and equipment, net | 23,231 | [1] | 22,540 | [1] | 23,544 | [1] |
Land | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 5,603 | 5,603 | ||||
Buildings | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 16,809 | 16,637 | ||||
Furniture, fixtures and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 7,327 | 6,839 | ||||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 1,622 | 1,622 | ||||
Website development costs and other software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 11,678 | 9,919 | ||||
Studios, computer and telephone equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 9,293 | 9,182 | ||||
Warehouse and distribution equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | $1,765 | $1,765 | ||||
[1] | (a) Excludes other non-current assets (non-current deferred tax assets, net, goodwill, investments, notes receivable, security deposits and noncurrent assets from discontinued operations) of $18.2 million, $15.4 million, and $33.0 million for 2014, 2013, and 2012, respectively. |
Schedule_of_Other_Assets_Detai
Schedule of Other Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets [Line Items] | ||
Other Assets | $12,667 | $8,711 |
Working capital | ||
Other Assets [Line Items] | ||
Other Assets | 7,250 | 6,875 |
Other Assets [Member] | ||
Other Assets [Line Items] | ||
Other Assets | $5,417 | $1,836 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Business combination, assets acquired and liabilities assumed at fair value | $10,600,000 | |||
Amortization expense | 700,000 | 300,000 | 200,000 | |
Minimum | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 24 months | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 60 months | |||
Yoga Studio [Member ] | ||||
Business Acquisition [Line Items] | ||||
Business combination, assets acquired and liabilities assumed at fair value | $1,500,000 | |||
Yoga Studio [Member ] | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, share price | $7.28 |
Changes_in_Goodwill_Detail
Changes in Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | ||
Goodwill, Beginning balance | $13,999 | $2,673 |
Acquisitions | 1,449 | 11,326 |
Goodwill, Ending balance | 15,448 | 13,999 |
Gaiam Brand Segment | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 3,390 | 2,673 |
Acquisitions | 1,449 | 717 |
Goodwill, Ending balance | 4,839 | 3,390 |
Gaiam TV | ||
Goodwill [Line Items] | ||
Acquisitions | 10,609 | |
Goodwill, Ending balance | $10,609 | $10,609 |
Summary_of_Indefinite_Lived_In
Summary of Indefinite Lived Intangible Assets by Major Class (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Indefinite Lived Intangibles | $340 |
Summary_of_Finite_Lived_Intang
Summary of Finite Lived Intangibles Assets by Major Class (Detail) (Finite-Lived Intangible Assets [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Customer-Related Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $978 | $1,038 |
Accumulated amortization | -636 | -582 |
Finite Lived Intangibles | 342 | 456 |
Marketing-Related Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,588 | 1,436 |
Accumulated amortization | -1,447 | -737 |
Finite Lived Intangibles | $141 | $699 |
Components_of_Accrued_Liabilit
Components of Accrued Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Line Items] | ||
Accrued compensation | $3,323 | $5,500 |
Customer travel deposits | 11,370 | 8,478 |
Accrued legal expense and related reserves | 3,000 | |
Other accrued liabilities | 2,166 | 3,525 |
Accrued liabilities | $19,859 | $17,503 |
Accrued_Liabilities_Additional
Accrued Liabilities - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Line Items] | ||
Severance and termination benefit | $3,323 | $5,500 |
Severance and Termination Benefit | ||
Accrued Liabilities [Line Items] | ||
Severance and termination benefit | $1,800 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 13, 2014 | |
Loss Contingencies [Line Items] | ||||
Cinedigm's arbitration demand alleged amount owed | $3,000,000 | |||
Rent expense | 1,100,000 | 1,000,000 | 1,000,000 | |
Membership Interest Purchase Agreement | ||||
Loss Contingencies [Line Items] | ||||
Cinedigm's arbitration demand alleged amount owed | 12,900,000 | |||
Litigation settlement, amount | 30,000,000 | |||
Membership Interest Purchase Agreement | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Arbitration proceedings counter-claim amount | 7,000,000 | |||
Transition Services Agreement | ||||
Loss Contingencies [Line Items] | ||||
Arbitration proceedings counter-claim amount | $700,000 |
Annual_Future_Minimum_Lease_Pa
Annual Future Minimum Lease Payments Required under Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | |
2015 | $769 |
2016 | 299 |
2017 | 0 |
Total minimum lease payments | $1,068 |
Schedule_of_Annual_Future_Mini
Schedule of Annual Future Minimum Payments Under Media Distribution Agreement (Detail) (Supply Commitment [Member], USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Supply Commitment [Member] | |
Operating Leased Assets [Line Items] | |
2015 | $3,350 |
2016 | 2,325 |
2017 | 300 |
Total media distribution payments | $5,975 |
Equity_Additional_Information_
Equity - Additional Information (Detail) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Oct. 11, 2013 | Dec. 31, 2013 | 31-May-13 | |
Equity [Line Items] | ||||
Ownership percentage of common stock shares outstanding of chairman | 75.00% | |||
Class B Common Stock Converted Into Class A Common Stock | ||||
Equity [Line Items] | ||||
Stock conversion ratio | 1 | |||
Class A Common Stock | ||||
Equity [Line Items] | ||||
Common stock, shares outstanding | 19,084,958 | 18,595,121 | ||
Restricted stock award agreements, number of shares issued | 15,759 | |||
Class A Common Stock | Board of Directors Chairman | ||||
Equity [Line Items] | ||||
Common stock, shares outstanding | 648,682 | |||
Class A Common Stock | Real Goods Solar | ||||
Equity [Line Items] | ||||
Voting ownership percentage | 20.00% | |||
Class B Common Stock | ||||
Equity [Line Items] | ||||
Common stock, shares outstanding | 5,400,000 | 5,400,000 | ||
Class B Common Stock | Board of Directors Chairman | ||||
Equity [Line Items] | ||||
Ownership percentage of common stock shares outstanding of chairman | 100.00% | |||
Common stock, shares outstanding | 5,400,000 |
Schedule_of_Issued_Shares_of_C
Schedule of Issued Shares of Class A common stock Under 2009 Long-Term Incentive Plan (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items] | |||
Shares issued to employees upon exercise of stock options | 0 | ||
2009 Long-Term Incentive Plan [Member] | Class A Common Stock | Independent Directors Compensation Plan [Member] | |||
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items] | |||
Shares issued to independent directors for services rendered, in lieu of cash compensation | 19,542 | 49,187 | 32,620 |
2009 Long-Term Incentive Plan [Member] | Class A Common Stock | Stock Option | |||
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items] | |||
Shares issued to employees upon exercise of stock options | 354,926 | 160,470 |
Class_A_Common_Shares_Reserved
Class A Common Shares Reserved for Future Issuance (Detail) | Dec. 31, 2014 |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 6,848,684 |
Stock Option | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 1,448,684 |
Class B Common Stock Converted Into Class A Common Stock | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 5,400,000 |
NonControlling_Interests_Addit
Non-Controlling Interests - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Natural Habitat Adventures | |||
Noncontrolling Interest [Line Items] | |||
Percentage of noncontrolling interest in subsidiaries | 51.40% | ||
Payments of dividend, non-controlling interest | $300,000 | $0 | $1,200,000 |
Non-controlling interest decreased due to payments of dividend | $200,000 | $600,000 | |
Australian Subsidiary | |||
Noncontrolling Interest [Line Items] | |||
Percentage of noncontrolling interest in subsidiaries | 50.01% |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 11, 2013 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Rate at which options vest and become exercisable per month | 2.00% | |||||
Period over which options vest and become exercisable | 50 months | |||||
Stock compensation expense | $100,000 | $100,000 | $100,000 | |||
Cash from stock options exercised | 1,800,000 | 800,000 | ||||
Issuance stock upon exercise of options | 0 | |||||
Weighted-average grant-date fair value of options granted | $2.98 | $3.14 | $2.39 | |||
Total intrinsic value of options exercised | 900,000 | 100,000 | ||||
Total fair value of shares vested | 600,000 | 600,000 | 800,000 | |||
Share-based compensation expense | 839,000 | 809,000 | [1] | 913,000 | [2] | |
Income tax benefit recognized for share-based compensation | 300,000 | 300,000 | 400,000 | |||
General and Administrative Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 800,000 | 800,000 | 1,000,000 | |||
Before Amendment | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted Stock Options expiration date | 7 years | |||||
After Amendment | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted Stock Options expiration date | 10 years | |||||
Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock award agreements, number of shares issued | 15,759 | |||||
Restricted stock award agreements, estimated fair value of shares issued | 100,000 | |||||
Restricted stock award agreements, percentage vested | 100.00% | |||||
Restricted stock award agreements, vesting date | 10-Apr-14 | |||||
Long Term Incentive Plan 2009 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Plan termination date | 23-Apr-19 | |||||
Long Term Incentive Plan 2009 | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares that may be issued | 3,000,000 | |||||
Long Term Incentive Plan, Two Thousand Nine and Nineteen Ninety Nine | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance stock upon exercise of options | 354,926 | |||||
Unrecognized cost related to nonvested shared-based compensation | $1,600,000 | |||||
Expected cost to be recognized over a weighted-average period | 3 years 6 months 26 days | |||||
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense related to share-based payment awards | 5 years | |||||
Non Employee Board Member Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense related to share-based payment awards | 2 years | |||||
[1] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. | |||||
[2] | Net cash provided by operating activities for discontinued operations during 2012 includes approximately $18.7 million of net cash provided by purchased Vivendi Entertainment ("Vivendi") working capital, which was used to partially fund the acquisition of Vivendi. Excluding the net cash flows from the purchased Vivendi working capital, net cash used by operating activities for discontinued operations would have been zero during 2012. |
Variables_Used_in_BlackScholes
Variables Used in Black-Scholes Option Pricing Model to Determine Estimated Grant Date Fair Value for Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 59.00% | ||
Expected volatility, minimum | 48.00% | 57.00% | |
Expected volatility, maximum | 59.00% | 61.00% | |
Weighted-average volatility | 55.00% | 58.00% | 59.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 7 years 1 month 6 days | ||
Risk-free rate, minimum | 0.14% | 1.33% | 1.36% |
Risk-free rate, maximum | 2.37% | 2.32% | 1.61% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 1 year 1 month 6 days | 5 years 1 month 6 days | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 7 years 9 months 18 days | 7 years 9 months 18 days |
Summary_of_Option_Activity_Det
Summary of Option Activity (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercised | 0 | |
Long Term Incentive Plan, Two Thousand Nine and Nineteen Ninety Nine | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at January 1, 2014 | 1,662,450 | |
Granted | 617,500 | |
Exercised | -354,926 | |
Cancelled or forfeited | -476,340 | |
Outstanding at December 31, 2014 | 1,448,684 | |
Exercisable at December 31, 2014 | 615,084 | |
Weighted Average Exercise Price | ||
Outstanding at January 1, 2014 | $5.65 | |
Granted | $6.54 | |
Exercised | $5.09 | |
Cancelled or forfeited | $5.64 | |
Outstanding at December 31, 2014 | $6.17 | |
Exercisable at December 31, 2014 | $5.79 | |
Weighted Average Remaining Contractual Life (in years) | ||
Outstanding at December 31, 2014 | 6 years 3 months 18 days | |
Exercisable at December 31, 2014 | 2 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding at December 31, 2014 | $1,573,978 | |
Exercisable at December 31, 2014 | $896,466 |
Asset_Impairments_and_Exit_Act2
Asset Impairments and Exit Activity Costs - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Asset Impairment And Closure Costs [Line Items] | ||
Termination benefits recorded | $2,472,000 | |
Other general expenses | 1,300,000 | |
Gaiam Brand | ||
Asset Impairment And Closure Costs [Line Items] | ||
Asset impairment charges | 7,200,000 | |
Severance and Termination Benefit | ||
Asset Impairment And Closure Costs [Line Items] | ||
Termination benefits recorded | 2,472,000 | |
Accrued liability | 2,174,000 | 1,765,000 |
Expected restructuring payment in 2015 | 800,000 | |
Expected restructuring payment in 2016 | 500,000 | |
Expected restructuring payment in 2017 | 500,000 | |
Media Library | ||
Asset Impairment And Closure Costs [Line Items] | ||
Asset impairment charges | 4,400,000 | |
Advances | ||
Asset Impairment And Closure Costs [Line Items] | ||
Asset impairment charges | 1,500,000 | |
Property and Equipment | ||
Asset Impairment And Closure Costs [Line Items] | ||
Asset impairment charges | $1,300,000 |
Accrued_Liabilities_Terminatio
Accrued Liabilities Termination Benefit (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Accrued Liabilities [Line Items] | ||
Charges | $2,472 | |
Severance and Termination Benefit | ||
Schedule of Accrued Liabilities [Line Items] | ||
Balance December 31, 2013 | 2,174 | |
Charges | 2,472 | |
Payments, net | -308 | -298 |
Reversals and Adjustments | -101 | |
Balance December 31, 2014 | $1,765 | $2,174 |
Provision_for_Income_Tax_Expen
Provision for Income Tax Expense (Benefit) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $887 | $536 | $184 |
State | 157 | -68 | -88 |
International | 175 | 223 | 196 |
Current Income Tax Expense (Benefit), Total | 1,219 | 691 | -4,292 |
Deferred: | |||
Federal | 22,418 | -5,590 | |
State | 1,538 | -374 | |
International | 73 | -3 | |
Deferred Income Tax Expense (Benefit), Total | 24,029 | -5,967 | |
Total income tax expense (benefit) | $1,219 | $24,720 | ($5,675) |
Schedule_of_Components_of_Inco
Schedule of Components of Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Components Of Income Tax Expense Benefit [Line Items] | |||
Income tax expense (benefit) from continuing operations | $1,369 | $25,974 | ($9,444) |
Income tax (benefit) expense from discontinued operations | -150 | 209 | 3,769 |
Income tax benefit from loss on disposal of discontinued operations | -1,463 | ||
Total income tax expense (benefit) | $1,369 | $25,974 | ($9,444) |
Variations_from_Federal_Statut
Variations from Federal Statutory Rate (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation Of Income Taxes [Line Items] | ||||
Expected federal income tax (benefit) expense at statutory rate of 34% | ($2,631) | $898 | ($807) | |
Effect of 2008 State NOL's and option forfeitures | 49 | |||
Effect of permanent enhanced charitable donation differences | -31 | |||
Effect of permanent other differences | 37 | 213 | 106 | |
Effect of change in financial statement carrying value of investment | -5,077 | |||
State income tax expense (benefit), net of federal benefit | -150 | 24 | -40 | |
Establishment of valuation allowance on net deferred tax assets | 23,200 | 4,071 | 23,153 | |
Other | -70 | 278 | 209 | |
Effect of differences between U.S. taxation and foreign taxation | -38 | 105 | -35 | |
Total income tax expense (benefit) | $1,369 | $25,974 | ($9,444) |
Variations_from_Federal_Statut1
Variations from Federal Statutory Rate (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation Of Income Taxes [Line Items] | |||
Expected federal income tax expense (benefit), statutory rate Effective?Income?Tax?Rate?Reconciliation?At?Federal?Statutory?Income?Tax?Rate 34 34 34 | 34.00% | 34.00% | 34.00% |
Components_of_Net_Accumulated_
Components of Net Accumulated Deferred Income Tax Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current: | ||
Provision for doubtful accounts | $1,211 | $171 |
Inventory-related expense | 483 | 950 |
Accrued liabilities | 2,641 | 3,341 |
Net operating loss carryforward | 820 | |
Worthless stock deduction | 206 | 3,055 |
Prepaid and deferred catalog costs | -103 | |
Other | 263 | 35 |
Exit activity accruals | 1,603 | |
Total current deferred tax assets | 4,804 | 9,872 |
Valuation allowance | -4,804 | -9,872 |
Total current deferred tax assets, net of valuation allowance | 0 | 0 |
Non-current: | ||
Depreciation and amortization | -1,506 | -825 |
Section 181 qualified production expense | -2,770 | -850 |
Net operating loss carryforward | 26,966 | 15,297 |
Charitable carryforward | 1,414 | 1,567 |
Loss (gain) from change in financial statement carrying value of investment, net | 48 | 55 |
Gain from foreign business acquisition | -347 | -347 |
Impairment of intangibles | 367 | |
Tax credits | 921 | 920 |
Other | -3 | 69 |
Total non-current deferred tax assets | 25,090 | 15,886 |
Valuation allowance | -25,090 | -15,886 |
Total non-current deferred tax assets, net of valuation allowance | 0 | 0 |
Total net deferred tax assets | $0 | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ||||
Net operating loss | ($6,589,000) | ($20,757,000) | ($19,530,000) | |
Establishment of valuation allowance on net deferred tax assets | 23,200,000 | 4,071,000 | 23,153,000 | |
Deferred tax asset related to Tax Sharing Agreement | 1,600,000 | |||
Tax deductions recorded to additional paid-in capital as a result of the exercise of stock options | 0 | 500,000 | ||
Tax benefits recorded to additional paid-in capital as a result of the exercise of stock options | 1,300,000 | 700,000 | ||
Maximum | ||||
Income Taxes [Line Items] | ||||
Ownership percentage in a subsidiary | 80.00% | |||
Foreign Tax Authority | ||||
Income Taxes [Line Items] | ||||
Undistributed foreign earnings for which provision for U.S. federal and state income taxes made | 300,000 | |||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss | 69,000,000 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss | 35,200,000 | |||
Real Goods Solar | ||||
Income Taxes [Line Items] | ||||
Income tax expense (benefit) | 6,000,000 | |||
Deferred tax asset related to Tax Sharing Agreement | $1,600,000 |
Sources_of_Income_Loss_Before_
Sources of Income (Loss) Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items] | |||
Domestic | ($4,947) | $5,503 | ($29,162) |
International | 686 | 373 | 493 |
(Loss) income before income taxes | ($4,261) | $5,876 | ($28,669) |
Segment_and_Geographic_Informa2
Segment and Geographic Information - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 2 | ||
Sales Revenue, Net | Other Customer | |||
Segment Reporting Information [Line Items] | |||
Number of customer accounted for total revenue | 0 | ||
Sales Revenue, Net | Customer Concentration Risk [Member] | Target Corporation | |||
Segment Reporting Information [Line Items] | |||
Percent sale to major customer of total revenue | 29.30% | 32.10% | 22.90% |
Sales Revenue, Net | Customer Concentration Risk [Member] | Other Customer | |||
Segment Reporting Information [Line Items] | |||
Percent sale to major customer of total revenue | 10.00% |
Financial_Information_for_Segm
Financial Information for Segments (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Segment Reporting Information [Line Items] | |||||||||||||||
Consolidated net revenue | $55,376 | $41,256 | $32,451 | $37,611 | $50,759 | [1] | $36,128 | $31,897 | $36,679 | $166,694 | $155,463 | $127,242 | |||
Consolidated contribution (loss) | -5,086 | -21,641 | -10,173 | ||||||||||||
Reconciliation of contribution loss to net loss attributable to Gaiam, Inc.: | |||||||||||||||
Interest and other (expense) income | -600 | 2,421 | -86 | ||||||||||||
Gain on sale of investments | 1,480 | 25,096 | [2] | ||||||||||||
Loss from equity method investment | -55 | -18,410 | |||||||||||||
Income tax expense (benefit) | 1,369 | 25,974 | -9,444 | ||||||||||||
(Loss) income from discontinued operations, net of tax | -3,273 | -82 | 2 | 26 | -4,851 | [1] | 1,004 | -129 | 1,981 | -3,327 | -1,995 | [2] | 6,648 | [3] | |
Net income attributable to noncontrolling interest | 2,368 | 3,026 | 2,388 | 2,134 | 30,444 | [1] | -120 | -7,848 | 277 | -959 | -659 | -305 | |||
Net loss attributable to Gaiam, Inc. | -9,916 | -22,752 | -12,882 | ||||||||||||
Gaiam Brand | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Consolidated net revenue | 156,784 | 149,812 | 123,545 | ||||||||||||
Consolidated contribution (loss) | 6,640 | -9,394 | [4] | -1,810 | |||||||||||
Gaiam TV | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Consolidated net revenue | 9,910 | [5] | 5,651 | 3,697 | |||||||||||
Consolidated contribution (loss) | -8,718 | -10,144 | [6] | -5,762 | |||||||||||
Other unallocated corporate expenses [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Consolidated contribution (loss) | -3,008 | -2,103 | -2,601 | ||||||||||||
Continuing operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Consolidated contribution (loss) | ($2,078) | ($19,538) | ($7,572) | ||||||||||||
[1] | (b) We recorded a charge of $11.0 million to exit certain businesses, to restructure certain operations, and a net loss of $2.0 million after selling GVE and discontinuing DRTV in the fourth quarter. We also recorded a $23.2 million valuation allowance for our deferred tax assets in the fourth quarter of 2013. | ||||||||||||||
[2] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. | ||||||||||||||
[3] | Net cash provided by operating activities for discontinued operations during 2012 includes approximately $18.7 million of net cash provided by purchased Vivendi Entertainment ("Vivendi") working capital, which was used to partially fund the acquisition of Vivendi. Excluding the net cash flows from the purchased Vivendi working capital, net cash used by operating activities for discontinued operations would have been zero during 2012. | ||||||||||||||
[4] | (a) During 2013 we recognized impairment and severance charges of $9.2 million. | ||||||||||||||
[5] | (c) As discussed in Note 17 Subsequent Events, Gaiam TV filed a Form 10 with the SEC on February 20, 2015. The segment amounts presented here and discussed elsewhere in this Form 10-K vary insignificantly from the amounts in the Form 10, as the Form 10 required that certain items be recast for stand-alone presentation. As reported in Form 10 revenues were $10.1 million for 2014 and $5.5 million for 2013 and contribution loss was $8.5 million for 2014 and $10.0 for 2013. | ||||||||||||||
[6] | (b) During 2013 we recognized impairment charges of $1.8 million. |
Financial_Information_for_Segm1
Financial Information for Segments (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | $55,376,000 | $41,256,000 | $32,451,000 | $37,611,000 | $50,759,000 | [1] | $36,128,000 | $31,897,000 | $36,679,000 | $166,694,000 | $155,463,000 | $127,242,000 | ||
Contribution loss | -5,086,000 | -21,641,000 | -10,173,000 | |||||||||||
Gaiam Brand | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Recognized impairment and severance charge | 9,200,000 | |||||||||||||
Revenues | 156,784,000 | 149,812,000 | 123,545,000 | |||||||||||
Contribution loss | 6,640,000 | -9,394,000 | [2] | -1,810,000 | ||||||||||
Gaiam TV | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Recognized impairment and severance charge | 1,800,000 | |||||||||||||
Revenues | 9,910,000 | [3] | 5,651,000 | 3,697,000 | ||||||||||
Contribution loss | ($8,718,000) | ($10,144,000) | [4] | ($5,762,000) | ||||||||||
[1] | (b) We recorded a charge of $11.0 million to exit certain businesses, to restructure certain operations, and a net loss of $2.0 million after selling GVE and discontinuing DRTV in the fourth quarter. We also recorded a $23.2 million valuation allowance for our deferred tax assets in the fourth quarter of 2013. | |||||||||||||
[2] | (a) During 2013 we recognized impairment and severance charges of $9.2 million. | |||||||||||||
[3] | (c) As discussed in Note 17 Subsequent Events, Gaiam TV filed a Form 10 with the SEC on February 20, 2015. The segment amounts presented here and discussed elsewhere in this Form 10-K vary insignificantly from the amounts in the Form 10, as the Form 10 required that certain items be recast for stand-alone presentation. As reported in Form 10 revenues were $10.1 million for 2014 and $5.5 million for 2013 and contribution loss was $8.5 million for 2014 and $10.0 for 2013. | |||||||||||||
[4] | (b) During 2013 we recognized impairment charges of $1.8 million. |
Reconciliation_of_Reportable_S
Reconciliation of Reportable Segments' Assets to Consolidated Total Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Schedule of Entity Wide Accounts Receivable by Major Customers by Reporting Segments [Line Items] | |||
Assets | $138,632 | $141,686 | |
Continuing operations | |||
Schedule of Entity Wide Accounts Receivable by Major Customers by Reporting Segments [Line Items] | |||
Assets | 138,050 | 139,797 | 123,017 |
Continuing operations | Gaiam Brand | |||
Schedule of Entity Wide Accounts Receivable by Major Customers by Reporting Segments [Line Items] | |||
Assets | 114,388 | 120,604 | 117,167 |
Continuing operations | Gaiam TV | |||
Schedule of Entity Wide Accounts Receivable by Major Customers by Reporting Segments [Line Items] | |||
Assets | 23,662 | 19,193 | 5,850 |
Discontinued Operations | |||
Schedule of Entity Wide Accounts Receivable by Major Customers by Reporting Segments [Line Items] | |||
Assets | 138,632 | 141,686 | 197,231 |
Discontinued Operations | Gaiam Brand | |||
Schedule of Entity Wide Accounts Receivable by Major Customers by Reporting Segments [Line Items] | |||
Assets | $582 | $1,889 | $74,214 |
Geographical_Data_for_Operatio
Geographical Data for Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||
Revenue: | ||||||||||||||||
Net revenues | $55,376 | $41,256 | $32,451 | $37,611 | $50,759 | [1] | $36,128 | $31,897 | $36,679 | $166,694 | $155,463 | $127,242 | ||||
Components of Long-Lived Assets (a): | ||||||||||||||||
Property and equipment, net | 23,231 | [2] | 22,540 | [2] | 23,231 | [2] | 22,540 | [2] | 23,544 | [2] | ||||||
Media Library, net | 7,691 | [2] | 5,211 | [2] | 7,691 | [2] | 5,211 | [2] | 10,441 | [2] | ||||||
Other Intangibles, net | 823 | [2] | 1,155 | [2] | 823 | [2] | 1,155 | [2] | 190 | [2] | ||||||
Other assets | 2,621 | [2] | 412 | [2] | 2,621 | [2] | 412 | [2] | 278 | [2] | ||||||
Long-Lived Assets | 34,366 | [2] | 29,318 | [2] | 34,366 | [2] | 29,318 | [2] | 34,453 | [2] | ||||||
UNITED STATES | ||||||||||||||||
Revenue: | ||||||||||||||||
Net revenues | 156,284 | 147,527 | 118,931 | |||||||||||||
Components of Long-Lived Assets (a): | ||||||||||||||||
Long-Lived Assets | 34,123 | 29,072 | 34,123 | 29,072 | 33,827 | |||||||||||
International | ||||||||||||||||
Revenue: | ||||||||||||||||
Net revenues | 10,410 | 7,936 | 8,311 | |||||||||||||
Components of Long-Lived Assets (a): | ||||||||||||||||
Long-Lived Assets | $243 | $246 | $243 | $246 | $626 | |||||||||||
[1] | (b) We recorded a charge of $11.0 million to exit certain businesses, to restructure certain operations, and a net loss of $2.0 million after selling GVE and discontinuing DRTV in the fourth quarter. We also recorded a $23.2 million valuation allowance for our deferred tax assets in the fourth quarter of 2013. | |||||||||||||||
[2] | (a) Excludes other non-current assets (non-current deferred tax assets, net, goodwill, investments, notes receivable, security deposits and noncurrent assets from discontinued operations) of $18.2 million, $15.4 million, and $33.0 million for 2014, 2013, and 2012, respectively. |
Geographical_Data_for_Operatio1
Geographical Data for Operations (Parenthetical) (Detail) (Discontinued Operations, USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Discontinued Operations | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Other non-current assets | $25.50 | $22.30 | $33 |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Oct. 21, 2013 | Dec. 31, 2014 | Oct. 21, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Credit agreement borrowings maximum | $35,000,000 | ||
Revolving line of credit agreement, expiration date | 30-Jul-15 | ||
Proceeds from loans | 19,621,941 | ||
Early termination fee | 350,000 | 350,000 | |
GVE Newco, LLC | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total consideration received for sale of subsidiary | $51,700,000 | $51,700,000 |
Major_Components_of_Assets_and
Major Components of Assets and Liabilities of Discontinued Operations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Accounts receivable, net | $835 | |
Inventory, less allowances | 282 | 818 |
Other current assets | 300 | 236 |
Total current assets | 582 | 1,889 |
Current liabilities: | ||
Accounts payable | 1,121 | |
Accrued liabilities | 475 | |
Total current liabilities | $1,596 |
Income_from_Discontinued_Opera
Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Net revenue | $2,516 | $53,539 | $75,232 | |||||||||||
(Loss) income from operations before income taxes | -3,477 | 2,386 | 10,417 | |||||||||||
Exit activity and asset impairment charges before income taxes | -1,776 | [1] | ||||||||||||
Income tax benefit (expense) | 150 | -209 | -3,769 | |||||||||||
Income from operations of discontinued operations | -3,327 | 401 | 6,648 | |||||||||||
Gain (loss) on disposal of discontinued operations: | ||||||||||||||
Income tax benefit | 1,463 | |||||||||||||
Loss from disposal of discontinued operations | -2,000 | -2,396 | ||||||||||||
(Loss) income from discontinued operations | -3,273 | -82 | 2 | 26 | -4,851 | [2] | 1,004 | -129 | 1,981 | -3,327 | -1,995 | [3] | 6,648 | [4] |
GVE Newco, LLC | ||||||||||||||
Gain (loss) on disposal of discontinued operations: | ||||||||||||||
Gain on sale of GVE before income taxes | 5,622 | [5] | ||||||||||||
Direct Response Television Advertising | ||||||||||||||
Gain (loss) on disposal of discontinued operations: | ||||||||||||||
Impairment of DRTV before income taxes | ($9,481) | [5] | ||||||||||||
[1] | (a) In direct conjunction with the discontinuing of our GVE and DRTV operations, during 2013 we recognized exit activity charges of $0.8 million for employee termination benefits and $1.0 million for non-cancellable facility leases, of which $0.3 million had been paid as of December 31, 2013, the balance of these amounts was paid in 2014. | |||||||||||||
[2] | (b) We recorded a charge of $11.0 million to exit certain businesses, to restructure certain operations, and a net loss of $2.0 million after selling GVE and discontinuing DRTV in the fourth quarter. We also recorded a $23.2 million valuation allowance for our deferred tax assets in the fourth quarter of 2013. | |||||||||||||
[3] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. | |||||||||||||
[4] | Net cash provided by operating activities for discontinued operations during 2012 includes approximately $18.7 million of net cash provided by purchased Vivendi Entertainment ("Vivendi") working capital, which was used to partially fund the acquisition of Vivendi. Excluding the net cash flows from the purchased Vivendi working capital, net cash used by operating activities for discontinued operations would have been zero during 2012. | |||||||||||||
[5] | (b) As a direct result of the discontinuance of our GVE and DRTV operations, we recognized impairment charges of $2.5 million for inventory, $3.8 million for deferred advertising costs, $0.8 million for advances, $0.4 million for property and equipment, $2.1 million for media library, $6.7 million for goodwill, and $3.5 million for other intangibles. |
Income_from_Discontinued_Opera1
Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Termination benefits recorded | $2,472,000 | ||
Inventory impairment charges | 1,200,000 | 2,100,000 | |
Goodwill impairment charges | 9,194,000 | [1] | |
Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Termination benefits recorded | 800,000 | ||
Exit charge for non-cancellable facility lease | 1,000,000 | ||
Exit activity charges paid | 300,000 | ||
Inventory impairment charges | 2,500,000 | ||
Property and equipment impairment charges | 400,000 | ||
Goodwill impairment charges | 6,700,000 | ||
Deferred advertising costs | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charge | 3,800,000 | ||
Advances | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charge | 800,000 | ||
Media Library | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Intangible assets impairment charges | 2,100,000 | ||
Other Intangible Assets | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Intangible assets impairment charges | $3,500,000 | ||
[1] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. |
Quarterly_Financial_Data_Detai
Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||
Quarterly Financial Data [Line Items] | ||||||||||||||||||
Net revenue | $55,376 | $41,256 | $32,451 | $37,611 | $50,759 | [1] | $36,128 | $31,897 | $36,679 | $166,694 | $155,463 | $127,242 | ||||||
Gross profit | 24,999 | 18,018 | 15,468 | 17,020 | 21,551 | [1] | 14,693 | 13,314 | 15,750 | 75,505 | 65,308 | 56,519 | ||||||
Gain on sale of investment (a) | 1,042 | [2] | 438 | [2] | 6,692 | [1],[2] | 1,975 | [2] | 16,429 | [2] | ||||||||
(Loss) income from continuing operations | 1,243 | -2,559 | -2,216 | -2,098 | -25,307 | [1] | -700 | 8,112 | -2,203 | -5,630 | -20,098 | [3] | -19,225 | [4] | ||||
Income (loss) from discontinued operations | -3,273 | -82 | 2 | 26 | -4,851 | [1] | 1,004 | -129 | 1,981 | -3,327 | -1,995 | [3] | 6,648 | [4] | ||||
Net (loss) income | -2,030 | -2,641 | -2,214 | -2,072 | -30,158 | [1] | 304 | 7,983 | -222 | -8,957 | -22,093 | [3] | -12,577 | [4] | ||||
Net (loss) income attributable to Gaiam, Inc. | ($2,368) | ($3,026) | ($2,388) | ($2,134) | ($30,444) | [1] | $120 | $7,848 | ($277) | $959 | $659 | $305 | ||||||
Net (loss) income per share attributable to Gaiam, Inc. common shareholders - diluted: | ||||||||||||||||||
From continuing operations | ($1.08) | [1] | ($0.03) | $0.36 | ($0.10) | |||||||||||||
From discontinued operations | ($0.21) | [1] | $0.04 | ($0.01) | $0.09 | |||||||||||||
Diluted net (loss) income per share attributable to Gaiam, Inc. | ($0.10) | ($0.12) | ($0.10) | ($0.09) | ($1.29) | [1] | $0.01 | $0.35 | ($0.01) | |||||||||
Weighted average shares outstanding-diluted | 24,470 | 24,340 | 24,090 | 24,006 | 23,668 | [1] | 22,765 | 22,741 | 22,732 | |||||||||
[1] | (b) We recorded a charge of $11.0 million to exit certain businesses, to restructure certain operations, and a net loss of $2.0 million after selling GVE and discontinuing DRTV in the fourth quarter. We also recorded a $23.2 million valuation allowance for our deferred tax assets in the fourth quarter of 2013. | |||||||||||||||||
[2] | (a) We reported gains on the sale of our RGSE stock during 2014 and 2013, the carrying value for which had previously been reduced to zero through the recognition of our portion of RGSE's net losses. | |||||||||||||||||
[3] | Cash flows in 2013 include the $25.0 million gain from the sale of RGSE stock, the sale of GVE and the discontinuation of the DRTV Business Unit. | |||||||||||||||||
[4] | Net cash provided by operating activities for discontinued operations during 2012 includes approximately $18.7 million of net cash provided by purchased Vivendi Entertainment ("Vivendi") working capital, which was used to partially fund the acquisition of Vivendi. Excluding the net cash flows from the purchased Vivendi working capital, net cash used by operating activities for discontinued operations would have been zero during 2012. |
Quarterly_Financial_Data_Paren
Quarterly Financial Data (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Data [Line Items] | |||
Exit and restructuring cost | $11,000,000 | ||
Loss from sell of discontinued operations | -2,000,000 | -2,396,000 | |
Establishment of valuation allowance on net deferred tax assets | 23,200,000 | 4,071,000 | 23,153,000 |
Real Goods Solar | |||
Quarterly Financial Data [Line Items] | |||
Carrying values of equity method investment | $0 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event, USD $) | 0 Months Ended | |||
Jan. 07, 2015 | Dec. 31, 2015 | Jan. 12, 2015 | Jan. 01, 2015 | |
Chief Executive Officer | ||||
Subsequent Event [Line Items] | ||||
Annual salary paid to officer | $350,000 | |||
Share based compensation bonus paid | 100.00% | |||
Non-compete covenant period | 2 years | |||
Non-solicitation covenant period | 5 years | |||
Boulder Ev [Member] | ||||
Subsequent Event [Line Items] | ||||
Membership interest | 100.00% | |||
Two Thousand Nine Long Term Incentive Plan [Member] | Chief Executive Officer | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period shares employee stock ownership plan | 130,000 | |||
Employee stock ownership plan weighted average purchase price of shares purchased | $7.15 | |||
Share-based compensation arrangement by share-based payment award vesting rights, Percentage | 2.00% | |||
Share-based compensation arrangement by share-based payment award, Vesting Period | 50 months |
Consolidated_Valuation_and_Qua
Consolidated Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance Beginning of Year | $556 | $611 | $678 |
Additions Charged to costs and Expenses | 184 | 63 | 296 |
Deductions | 328 | 118 | 363 |
Balance at End of Year | 412 | 556 | 611 |
Allowance for Product Returns | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance Beginning of Year | 1,576 | 2,579 | 1,823 |
Additions Charged to costs and Expenses | 4,484 | 6,359 | 4,387 |
Deductions | 5,243 | 7,362 | 3,631 |
Balance at End of Year | $817 | $1,576 | $2,579 |