Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 04, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | GAIA | |
Entity Registrant Name | GAIAM, INC | |
Entity Central Index Key | 1,089,872 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,122,319 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,400,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 18,426 | $ 15,772 |
Accounts receivable, net | 16,075 | 30,266 |
Inventory, less allowances | 16,845 | 20,154 |
Other current assets | 19,835 | 11,998 |
Current assets of discontinued operations | 300 | 582 |
Total current assets | 71,481 | 78,772 |
Property and equipment, net | 24,516 | 23,231 |
Media library, net | 8,319 | 7,691 |
Goodwill | 15,448 | 15,448 |
Other intangibles, net | 728 | 823 |
Other assets | 12,576 | 12,667 |
Total assets | 133,068 | 138,632 |
Current liabilities: | ||
Accounts payable | 11,786 | 18,837 |
Accrued liabilities | 26,670 | 20,236 |
Total current liabilities | $ 38,456 | $ 39,073 |
Commitments and contingencies | ||
Gaiam, Inc. shareholders' equity: | ||
Additional paid-in capital | $ 171,939 | $ 171,315 |
Accumulated other comprehensive loss | (227) | (200) |
Accumulated deficit | (81,338) | (76,329) |
Total Gaiam, Inc. shareholders' equity | 90,377 | 94,789 |
Noncontrolling interest | 4,235 | 4,770 |
Total equity | 94,612 | 99,559 |
Total liabilities and equity | 133,068 | 138,632 |
Class A Common Stock | ||
Gaiam, Inc. shareholders' equity: | ||
Common stock | 2 | 2 |
Class B Common Stock | ||
Gaiam, Inc. shareholders' equity: | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 19,122,148 | 19,084,958 |
Common stock, shares outstanding | 19,122,148 | 19,084,958 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,400,000 | 5,400,000 |
Common stock, shares outstanding | 5,400,000 | 5,400,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net revenue | $ 41,146,000 | $ 32,451,000 | $ 78,784,000 | $ 70,062,000 |
Cost of goods sold | 22,939,000 | 16,983,000 | 43,330,000 | 37,574,000 |
Gross profit | 18,207,000 | 15,468,000 | 35,454,000 | 32,488,000 |
Expenses: | ||||
Selling and operating | 14,493,000 | 15,160,000 | 31,213,000 | 31,523,000 |
Corporate, general and administration | 3,602,000 | 2,852,000 | 7,014,000 | 5,962,000 |
Other general expense | 89,000 | 611,000 | 89,000 | 636,000 |
Total expenses | 18,184,000 | 18,623,000 | 38,316,000 | 38,121,000 |
Income (loss) from operations | 23,000 | (3,155,000) | (2,862,000) | (5,633,000) |
Interest and other income (expense) | 114,000 | 27,000 | (370,000) | 65,000 |
Gain on sale of investments | 0 | 1,042,000 | 0 | 1,480,000 |
Income (loss) before income taxes and noncontrolling interest | 137,000 | (2,086,000) | (3,232,000) | (4,088,000) |
Income tax expense | 125,000 | 130,000 | 174,000 | 226,000 |
Net income (loss) from continuing operations | 12,000 | (2,216,000) | (3,406,000) | (4,314,000) |
(Loss) income from discontinued operations, net of tax | (1,121,000) | 2,000 | (1,587,000) | 28,000 |
Net loss | (1,109,000) | (2,214,000) | (4,993,000) | (4,286,000) |
Net income attributable to noncontrolling interest | (8,000) | (174,000) | (16,000) | (236,000) |
Net loss attributable to Gaiam, Inc. | $ (1,117,000) | $ (2,388,000) | $ (5,009,000) | $ (4,522,000) |
Net loss per share attributable to Gaiam, Inc. common shareholders-basic and diluted: | ||||
From continuing operations | $ 0 | $ (0.10) | $ (0.14) | $ (0.19) |
From discontinued operations | (0.05) | 0 | (0.06) | 0 |
Basic and diluted net loss per share attributable to Gaiam, Inc. | $ (0.05) | $ (0.10) | $ (0.20) | $ (0.19) |
Weighted-average shares outstanding: | ||||
Basic | 24,511 | 24,090 | 24,501 | 24,048 |
Diluted | 24,610 | 24,090 | 24,501 | 24,048 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net loss | $ (1,109) | $ (2,214) | $ (4,993) | $ (4,286) |
Accumulated other comprehensive (loss) income: | ||||
Foreign currency translation (loss) gain, net of tax | (25) | 26 | (92) | 37 |
Unrealized (loss) gain on equity security, net of tax | (30) | 202 | ||
Reclassification of gain on equity security to net income, net of tax | (319) | (319) | ||
Comprehensive loss | (1,134) | (2,537) | (5,085) | (4,366) |
Less: comprehensive loss (income) attributable to the noncontrolling interest | 35 | (9) | 49 | (25) |
Comprehensive loss attributable to Gaiam, Inc. | $ (1,099) | $ (2,546) | $ (5,036) | $ (4,391) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Net loss | $ (4,993,000) | $ (4,286,000) |
Loss (income) from discontinued operations | 1,587,000 | (28,000) |
Net loss from continuing operations | (3,406,000) | (4,314,000) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities-continuing operations: | ||
Depreciation | 1,156,000 | 982,000 |
Amortization | 1,229,000 | 1,239,000 |
Share-based compensation expense | 473,000 | 715,000 |
Gain on sale of investments | 0 | (1,480,000) |
Loss (gain) on remeasurement of foreign currency | 343,000 | (36,000) |
Other | 25,000 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable, net | 14,326,000 | 8,157,000 |
Inventory, less allowances | 3,264,000 | 2,015,000 |
Other current and long term assets | (7,668,000) | (5,235,000) |
Accounts payable | (7,207,000) | (2,199,000) |
Accrued liabilities | 6,311,000 | (1,917,000) |
Net cash provided by (used in) operating activities-continuing operations | 8,846,000 | (2,073,000) |
Net cash used in operating activities-discontinued operations | (1,305,000) | (818,000) |
Net cash provided by (used in) operating activities | 7,541,000 | (2,891,000) |
Investing activities | ||
Proceeds from sale of investments | 2,646,000 | |
Purchase of property, equipment and media rights | (4,213,000) | (2,411,000) |
Net cash (used in) provided by investing activities | (4,213,000) | 235,000 |
Financing activities | ||
Proceeds from issuance of stock | 151,000 | 1,326,000 |
Dividends paid to noncontrolling interest | (486,000) | (150,000) |
Net cash (used in) provided by financing activities | (335,000) | 1,176,000 |
Effect of exchange rates on cash | (339,000) | 101,000 |
Net change in cash | 2,654,000 | (1,379,000) |
Cash at beginning of period | 15,772,000 | 32,229,000 |
Cash at end of period | 18,426,000 | 30,850,000 |
Supplemental cash flow information | ||
Income taxes paid | 594,000 | 424,000 |
Interest paid | $ 2,000 | $ 22,000 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2015 | |
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 wellness products, content, and eco-travel services. Our products are sold through major retailers in the United States, Canada, Europe and other countries. We also sell our products through digital partners, websites and ecommerce channels. Gaiam TV, our global subscription video streaming service, provides our members with access to conscious media on virtually any internet-connected device anytime, anywhere. We were incorporated under the laws of the State of Colorado on July 7, 1988. We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results. 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. |
Spin-off of Gaiam TV
Spin-off of Gaiam TV | 6 Months Ended |
Jun. 30, 2015 | |
Spin-off of Gaiam TV | 2. Spin-off of Gaiam TV On February 20, 2015, our wholly-owned subsidiary Gaia, Inc. (“Gaiam TV”) filed a registration statement on Form 10 with the Securities and Exchange Commission in connection with the previously announced proposed separation of the Gaiam TV segment from the Gaiam Brand segment into two separate publicly traded companies. Gaiam TV filed an amended Form 10 with the Securities and Exchange Commission on May 29, 2015. 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 and the Gaiam TV business unit have entered into lease agreements with Boulder Road LLC effective with the contribution. The intercompany transactions have been eliminated in the accompanying condensed consolidated financial statements. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2015 | |
Investments | 3. Investments We did not sell any investments or recognize any gains on sales of investments during the six months ended June 30, 2015. During the six months ended June 30, 2014, we reported a gain of $1.0 million on the sale of our Real Goods Solar, Inc. (“RGSE”) class A common stock. The value of the stock had been previously reduced to zero through the recognition of our portion of RGSE’s net losses. In connection with the sale of our non-branded entertainment media business to Cinedigm Corp. in October 2013, we received shares of Cinedigm Corp.’s Class A common stock with a fair value of $1.2 million. During June 2014, we sold all of these shares and realized a gain of $0.5 million. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity | 4. Equity During the first six months of 2015, we issued 10,000 shares of our Class A common stock under our 2009 Long-Term Incentive Plan to our independent directors, in lieu of cash compensation, for services rendered in 2015. We valued the shares issued to our independent directors at estimated fair value based on the closing price of our shares on the date the shares were issued, which by policy is the last trading day of each quarter in which the services were rendered. During the first six months of 2015, we issued 27,000 shares of our Class A common stock with net proceeds of $0.2 million in connection with option exercises. The following is a reconciliation from December 31, 2014 to June 30, 2015 of the carrying amount of total equity, equity attributable to Gaiam, Inc., and equity attributable to the noncontrolling interest. Gaiam, Inc. Shareholders (in thousands) Total Comprehensive Loss Accumulated Deficit Accumulated Other Comprehensive Loss Class A and Class B Common Stock Paid-in Capital Noncontrolling Interest Balance at December 31, 2014 $ 99,559 $ (76,329 ) $ (200 ) $ 3 $ 171,315 $ 4,770 Issuance of Gaiam, Inc. common stock for stock option exercises and share-based compensation 624 — — — 624 — Dividends paid to noncontrolling interest (486 ) — — — — (486 ) Comprehensive loss: Net (loss) income (4,993 ) (4,993 ) (5,009 ) — — — 16 Foreign currency translation adjustment, net of taxes of $40 (92 ) (92 ) — (27 ) — — (65 ) Comprehensive loss $ (5,085 ) Balance at June 30, 2015 $ 94,612 $ (81,338 ) $ (227 ) $ 3 $ 171,939 $ 4,235 |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2015 | |
Share-Based Payments | 5. Share-Based Payments During the first six months of 2015 and 2014, we extended the term of certain options granted under our 2009 Long-Term Incentive Plan to a member of our executive team for an additional year, and recognized $0.1 and $0.4 million of associated stock compensation expense. Total share-based compensation expense is reported in corporate, general and administration expenses on our condensed consolidated statements of operations. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable To Gaiam, Inc. Common Shareholders | 6 Months Ended |
Jun. 30, 2015 | |
Net Loss Per Share Attributable To Gaiam, Inc. Common Shareholders | 6. Net Loss per Share Attributable To Gaiam, Inc. Common Shareholders Basic net loss per share attributable to Gaiam, Inc. common shareholders excludes any dilutive effects of options. We compute basic net loss per share attributable to Gaiam, Inc. common shareholders using the weighted average number of shares of common stock outstanding during the period. We compute diluted net loss per share attributable to Gaiam, Inc. common shareholders using the weighted average number of shares of common stock and common stock equivalents outstanding during the period. We excluded common stock equivalents of 985,000 and 659,000 from the computation of diluted net loss per share attributable to Gaiam, Inc. common shareholders for the three months ended June 30, 2015 and 2014, respectively, and 987,000 and 1,531,000 for the six months ended June 30, 2015 and 2014, respectively, because their effect was antidilutive. The following table sets forth the computation of basic and diluted net loss per share attributable to Gaiam, Inc. common shareholders: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share data) 2015 2014 2015 2014 Net loss attributable to Gaiam, Inc. common shareholders: Income (loss) from continuing operations $ 4 $ (2,390 ) $ (3,422 ) $ (4,550 ) (Loss) income from discontinued operations (1,121 ) 2 (1,587 ) 28 Net loss attributable to Gaiam, Inc. $ (1,117 ) $ (2,388 ) $ (5,009 ) $ (4,522 ) Weighted average shares for basic net loss per share 24,511 24,090 24,501 24,048 Effect of dilutive securities 99 — — — Weighted average shares for diluted net loss per share 24,610 24,090 24,501 24,048 Net loss per share attributable to Gaiam, Inc. common shareholders—basic and diluted: Income (loss) from continuing operations $ 0.00 $ (0.10 ) $ (0.14 ) $ (0.19 ) (Loss) income from discontinued operations $ (0.05 ) $ 0.00 $ (0.06 ) $ 0.00 Basic and diluted net loss per share attributable to Gaiam, Inc. $ (0.05 ) $ (0.10 ) $ (0.20 ) $ (0.19 ) During the three and six months ended June 30, 2014, we recognized gains on the sales of investments (see Note 3) of $1.0 million and $1.5 million, respectively. Excluding the impact of these gains, net loss per share for the three and six months ended June 30, 2014 would have increased by $0.04 and $0.06 per share, respectively. There were no similar gains recognized in 2015. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes | 7. Income Taxes During the fourth quarter of 2013, we determined that a full valuation allowance against our deferred tax assets was necessary due to the cumulative loss incurred over the three-year period ended December 31, 2013. Since that time, we have continued to provide a full valuation allowance against deferred tax assets. As income is generated in future periods, the Company expects to reverse the valuation allowance as utilization of the deferred tax assets occurs. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information | 8. Segment Information We manage our company and aggregate our operational and financial information in accordance with two reportable segments, which are aligned based on their products or services: Gaiam Brand: This segment includes all our branded yoga, fitness, and wellness products. It also includes our eco-travel subsidiary. Gaiam TV: This segment includes our digital video streaming service. We previously announced that we are pursuing the potential spin off of this segment into a separate company. Amounts shown as “Other unallocated corporate expenses” in the table below, are primarily expenses of being a public company, and legal costs associated with the proposed spin-off of Gaiam TV, which we do not allocate to our segments. Although we are able to track sales by channel, the management, allocation of resources, and analysis and reporting of expenses are presented on a combined basis, at the reportable segment level. Contribution margin is defined as net revenue less cost of goods sold and total operating expenses. Financial information for our segments is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Net revenue: Gaiam Brand $ 37,861 $ 30,035 $ 72,393 $ 65,351 Gaiam TV 3,285 2,416 6,391 4,711 Consolidated net revenue 41,146 32,451 78,784 70,062 Contribution income (loss): Gaiam Brand 2,107 380 2,118 506 Gaiam TV (1,078 ) (1,938 ) (3,436 ) (4,145 ) Segment contribution income (loss) 1,029 (1,558 ) (1,318 ) (3,639 ) Other unallocated corporate expenses (1,006 ) (1,597 ) (1,544 ) (1,994 ) Consolidated contribution income (loss) 23 (3,155 ) (2,862 ) (5,633 ) Reconciliation of contribution income (loss) to net loss attributable to Gaiam, Inc.: Interest and other income (expense) 114 27 (370 ) 65 Gain on sale of investment — 1,042 — 1,480 Income tax expense (125 ) (130 ) (174 ) (226 ) (Loss) income from discontinued operations (1,121 ) 2 (1,587 ) 28 Net income attributable to noncontrolling interest (8 ) (174 ) (16 ) (236 ) Net loss attributable to Gaiam, Inc. $ (1,117 ) $ (2,388 ) $ (5,009 ) $ (4,522 ) As discussed in Note 2, Gaiam TV filed an amended registration statement on Form 10 with the SEC on May 29, 2015. The segment amounts presented here and discussed elsewhere in this Form 10-Q vary insignificantly from the amounts reported by Gaiam TV in the Form 10, as the Form 10 requires that certain items be recast for stand-alone presentation. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies | 9. Commitments and Contingencies 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 $8.0 million, and this amount is reflected in other assets on the accompanying condensed consolidated balance sheet. 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 accrued a litigation-related reserve in the fourth quarter of 2014 of $3.0 million. Costs associated with the dispute are being recorded as a component of discontinued operating expenses. 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 June 30, 2015 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. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations | 10. Discontinued Operations During the fourth quarter of 2013, we consummated the sale of GVE Newco, LLC (“GVE”), a wholly-owned subsidiary of ours representing our non-branded entertainment media business and discontinued our direct response television operations (“DRTV”). 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 condensed financial statements and footnotes, unless indicated otherwise. The sale of GVE to Cinedigm was subject to customary adjustments, including a post-closing working capital adjustment, which is currently in dispute (see Note 9). The losses from discontinued operations generated during 2015 are mainly attributable to legal costs associated with the dispute. After the sale was consummated, we continued providing extensive administrative and accounting services to the buyer through May 2014. We have not provided any significant services since that time. The (loss) income from discontinued operations amounts as reported on our consolidated statements of operations were comprised of the following amounts: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Net revenue $ — $ 255 $ — $ 2,509 (Loss) income from operations before income taxes (1,121 ) 2 (1,587 ) 28 (Loss) income from operations of discontinued operations $ (1,121 ) $ 2 $ (1,587 ) $ 28 |
Exit Activity Costs
Exit Activity Costs | 6 Months Ended |
Jun. 30, 2015 | |
Exit Activity Costs | 11. Exit Activity Costs During the fourth quarter of 2013, as a result of the sale of GVE and the discontinuation of DRTV, we recorded impairment charges on certain media and assets; and recorded accruals for termination benefits. Those accruals are included in accrued expenses in our condensed consolidated balance sheets. The activity in the accrual for termination benefits for the six months ended June 30, 2015 is as follows: Balance, December 31, 2014 $ 1,765 Payments made (113 ) Balance, June 30, 2015 $ 1,652 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events | 12. Subsequent Events On July 23, 2015, Boulder Road LLC, a subsidiary of Gaiam TV, entered into a revolving line of credit agreement with a bank in the amount of $5.5 million. The note bears interest at the prime rate plus 3.25%, is guaranteed by Gaiam, Inc. and Gaiam TV, and is secured by a Deed of Trust filed against the real property on which the principal offices of the Company are located. No amounts were outstanding under the line of credit at June 30, 2015. On July 24, 2015, the Company formed a partnership with a third party to jointly market a fitness-based infomercial and its associated products. Under the arrangement, the Company will provide an infomercial which it has developed, and the third party will provide the necessary working capital to advertise and market the infomercial worldwide. |
Organization, Nature of Opera19
Organization, Nature of Operations, and Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Use of Estimates and Reclassifications | Use of Estimates and Reclassifications The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates. We have made certain reclassifications to prior period amounts to conform to the current period presentations. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Reconciliation of Carrying Amount of Total Equity | The following is a reconciliation from December 31, 2014 to June 30, 2015 of the carrying amount of total equity, equity attributable to Gaiam, Inc., and equity attributable to the noncontrolling interest. Gaiam, Inc. Shareholders (in thousands) Total Comprehensive Loss Accumulated Deficit Accumulated Other Comprehensive Loss Class A and Class B Common Stock Paid-in Capital Noncontrolling Interest Balance at December 31, 2014 $ 99,559 $ (76,329 ) $ (200 ) $ 3 $ 171,315 $ 4,770 Issuance of Gaiam, Inc. common stock for stock option exercises and share-based compensation 624 — — — 624 — Dividends paid to noncontrolling interest (486 ) — — — — (486 ) Comprehensive loss: Net (loss) income (4,993 ) (4,993 ) (5,009 ) — — — 16 Foreign currency translation adjustment, net of taxes of $40 (92 ) (92 ) — (27 ) — — (65 ) Comprehensive loss $ (5,085 ) Balance at June 30, 2015 $ 94,612 $ (81,338 ) $ (227 ) $ 3 $ 171,939 $ 4,235 |
Net Loss Per Share Attributab21
Net Loss Per Share Attributable To Gaiam, Inc. Common Shareholders (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Computation of Basic and Diluted Net Loss Per Share Attributable to Gaiam, Inc. Common Shareholders | The following table sets forth the computation of basic and diluted net loss per share attributable to Gaiam, Inc. common shareholders: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share data) 2015 2014 2015 2014 Net loss attributable to Gaiam, Inc. common shareholders: Income (loss) from continuing operations $ 4 $ (2,390 ) $ (3,422 ) $ (4,550 ) (Loss) income from discontinued operations (1,121 ) 2 (1,587 ) 28 Net loss attributable to Gaiam, Inc. $ (1,117 ) $ (2,388 ) $ (5,009 ) $ (4,522 ) Weighted average shares for basic net loss per share 24,511 24,090 24,501 24,048 Effect of dilutive securities 99 — — — Weighted average shares for diluted net loss per share 24,610 24,090 24,501 24,048 Net loss per share attributable to Gaiam, Inc. common shareholders—basic and diluted: Income (loss) from continuing operations $ 0.00 $ (0.10 ) $ (0.14 ) $ (0.19 ) (Loss) income from discontinued operations $ (0.05 ) $ 0.00 $ (0.06 ) $ 0.00 Basic and diluted net loss per share attributable to Gaiam, Inc. $ (0.05 ) $ (0.10 ) $ (0.20 ) $ (0.19 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Financial Information for Segments | Financial information for our segments is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Net revenue: Gaiam Brand $ 37,861 $ 30,035 $ 72,393 $ 65,351 Gaiam TV 3,285 2,416 6,391 4,711 Consolidated net revenue 41,146 32,451 78,784 70,062 Contribution income (loss): Gaiam Brand 2,107 380 2,118 506 Gaiam TV (1,078 ) (1,938 ) (3,436 ) (4,145 ) Segment contribution income (loss) 1,029 (1,558 ) (1,318 ) (3,639 ) Other unallocated corporate expenses (1,006 ) (1,597 ) (1,544 ) (1,994 ) Consolidated contribution income (loss) 23 (3,155 ) (2,862 ) (5,633 ) Reconciliation of contribution income (loss) to net loss attributable to Gaiam, Inc.: Interest and other income (expense) 114 27 (370 ) 65 Gain on sale of investment — 1,042 — 1,480 Income tax expense (125 ) (130 ) (174 ) (226 ) (Loss) income from discontinued operations (1,121 ) 2 (1,587 ) 28 Net income attributable to noncontrolling interest (8 ) (174 ) (16 ) (236 ) Net loss attributable to Gaiam, Inc. $ (1,117 ) $ (2,388 ) $ (5,009 ) $ (4,522 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
(Loss) Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations | The (loss) income from discontinued operations amounts as reported on our consolidated statements of operations were comprised of the following amounts: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Net revenue $ — $ 255 $ — $ 2,509 (Loss) income from operations before income taxes (1,121 ) 2 (1,587 ) 28 (Loss) income from operations of discontinued operations $ (1,121 ) $ 2 $ (1,587 ) $ 28 |
Exit Activity Costs (Tables)
Exit Activity Costs (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accrued Liabilities Termination Benefit | The activity in the accrual for termination benefits for the six months ended June 30, 2015 is as follows: Balance, December 31, 2014 $ 1,765 Payments made (113 ) Balance, June 30, 2015 $ 1,652 |
Spin-off Of Gaiam TV - Addition
Spin-off Of Gaiam TV - Additional Information (Detail) | Jan. 01, 2015 |
Boulder Ev | |
Restructuring and Related Activities [Abstract] | |
Membership interest | 100.00% |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Oct. 31, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Gain from sale of investment | $ 500,000 | $ 0 | $ 1,042,000 | $ 0 | $ 1,480,000 | |
Class A Common Stock | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock value | $ 1,200,000 | |||||
Real Goods Solar | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of investment | $ 0 | $ 0 | 0 | |||
Real Goods Solar | Class A Common Stock | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Gain from sale of investment | $ 1,000,000 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Equity [Line Items] | ||
Proceeds from issuance of common stock | $ 151 | $ 1,326 |
Class A Common Stock | ||
Equity [Line Items] | ||
Issuance of common stock options exercises | 27,000 | |
Proceeds from issuance of common stock | $ 200 | |
Class A Common Stock | Long-Term Incentive Plan 2009 | ||
Equity [Line Items] | ||
Issuance of shares for compensation | 10,000 |
Summary of Reconciliation of Ca
Summary of Reconciliation of Carrying Amount of Total Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Equity [Line Items] | ||||
Beginning Balance | $ 99,559 | |||
Issuance of Gaiam, Inc. common stock for stock option exercises and share-based compensation | 624 | |||
Dividends paid to noncontrolling interest | (486) | |||
Comprehensive loss: | ||||
Net (loss) income | $ (1,109) | $ (2,214) | (4,993) | $ (4,286) |
Foreign currency translation adjustment, net of taxes of $40 | (25) | 26 | (92) | 37 |
Comprehensive loss | (1,134) | $ (2,537) | (5,085) | $ (4,366) |
Ending Balance | 94,612 | 94,612 | ||
Comprehensive Loss | ||||
Comprehensive loss: | ||||
Net (loss) income | (4,993) | |||
Foreign currency translation adjustment, net of taxes of $40 | (92) | |||
Comprehensive loss | (5,085) | |||
Accumulated Deficit | ||||
Equity [Line Items] | ||||
Beginning Balance | (76,329) | |||
Comprehensive loss: | ||||
Net (loss) income | (5,009) | |||
Ending Balance | (81,338) | (81,338) | ||
Accumulated Other Comprehensive Loss | ||||
Equity [Line Items] | ||||
Beginning Balance | (200) | |||
Comprehensive loss: | ||||
Foreign currency translation adjustment, net of taxes of $40 | (27) | |||
Ending Balance | (227) | (227) | ||
Class A and Class B Common Stock | ||||
Equity [Line Items] | ||||
Beginning Balance | 3 | |||
Comprehensive loss: | ||||
Ending Balance | 3 | 3 | ||
Paid-in Capital | ||||
Equity [Line Items] | ||||
Beginning Balance | 171,315 | |||
Issuance of Gaiam, Inc. common stock for stock option exercises and share-based compensation | 624 | |||
Comprehensive loss: | ||||
Ending Balance | 171,939 | 171,939 | ||
Noncontrolling Interest | ||||
Equity [Line Items] | ||||
Beginning Balance | 4,770 | |||
Dividends paid to noncontrolling interest | (486) | |||
Comprehensive loss: | ||||
Net (loss) income | 16 | |||
Foreign currency translation adjustment, net of taxes of $40 | (65) | |||
Ending Balance | $ 4,235 | $ 4,235 |
Summary of Reconciliation of 29
Summary of Reconciliation of Carrying Amount of Total Equity (Parenthetical) (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Equity [Line Items] | |
Foreign currency translation adjustment, taxes | $ 40 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 0.1 | $ 0.4 |
Net Loss Per Share Attributab31
Net Loss Per Share Attributable to Gaiam, Inc. Common Shareholders - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Reconciliation Of Earning Per Share Statement [Line Items] | |||||
Common stock shares excluded from computation of dilutive earnings per share | 985,000 | 659,000 | 987,000 | 1,531,000 | |
Gain on sale of investment | $ 500,000 | $ 0 | $ 1,042,000 | $ 0 | $ 1,480,000 |
Increase in net loss per share, excluding impact of gain on sale of investment | $ (0.04) | $ (0.06) |
Computation of Basic and Dilute
Computation of Basic and Diluted Net Loss Per Share Attributable to Gaiam, Inc. Common Shareholders (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net loss attributable to Gaiam, Inc. common shareholders: | ||||
Income (loss) from continuing operations | $ 4 | $ (2,390) | $ (3,422) | $ (4,550) |
(Loss) income from discontinued operations | (1,121) | 2 | (1,587) | 28 |
Net loss attributable to Gaiam, Inc. | $ (1,117) | $ (2,388) | $ (5,009) | $ (4,522) |
Weighted average shares for basic net loss per share | 24,511 | 24,090 | 24,501 | 24,048 |
Effect of dilutive securities | 99 | |||
Weighted average shares for diluted net loss per share | 24,610 | 24,090 | 24,501 | 24,048 |
Net loss per share attributable to Gaiam, Inc. common shareholders-basic and diluted: | ||||
Income (loss) from continuing operations | $ 0 | $ (0.10) | $ (0.14) | $ (0.19) |
(Loss) income from discontinued operations | (0.05) | 0 | (0.06) | 0 |
Basic and diluted net loss per share attributable to Gaiam, Inc. | $ (0.05) | $ (0.10) | $ (0.20) | $ (0.19) |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2015Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 2 |
Financial Information for Segme
Financial Information for Segments (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | |||||
Consolidated net revenue | $ 41,146,000 | $ 32,451,000 | $ 78,784,000 | $ 70,062,000 | |
Consolidated contribution income (loss) | 23,000 | (3,155,000) | (2,862,000) | (5,633,000) | |
Reconciliation of contribution income (loss) to net loss attributable to Gaiam, Inc.: | |||||
Interest and other income (expense) | 114,000 | 27,000 | (370,000) | 65,000 | |
Gain on sale of investment | $ 500,000 | 0 | 1,042,000 | 0 | 1,480,000 |
Income tax expense | (125,000) | (130,000) | (174,000) | (226,000) | |
(Loss) income from discontinued operations | (1,121,000) | 2,000 | (1,587,000) | 28,000 | |
Net income attributable to noncontrolling interest | (8,000) | (174,000) | (16,000) | (236,000) | |
Net loss attributable to Gaiam, Inc. | (1,117,000) | (2,388,000) | (5,009,000) | (4,522,000) | |
Gaiam Brand | |||||
Segment Reporting Information [Line Items] | |||||
Consolidated net revenue | 37,861,000 | 30,035,000 | 72,393,000 | 65,351,000 | |
Consolidated contribution income (loss) | 2,107,000 | 380,000 | 2,118,000 | 506,000 | |
Gaiam TV | |||||
Segment Reporting Information [Line Items] | |||||
Consolidated net revenue | 3,285,000 | 2,416,000 | 6,391,000 | 4,711,000 | |
Consolidated contribution income (loss) | (1,078,000) | (1,938,000) | (3,436,000) | (4,145,000) | |
Other unallocated corporate expenses [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Consolidated contribution income (loss) | (1,006,000) | (1,597,000) | (1,544,000) | (1,994,000) | |
Continuing operations | |||||
Segment Reporting Information [Line Items] | |||||
Consolidated contribution income (loss) | $ 1,029,000 | $ (1,558,000) | $ (1,318,000) | $ (3,639,000) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Aug. 13, 2014 | Dec. 31, 2014 |
Loss Contingencies [Line Items] | ||
Cinedigm's arbitration demand alleged amount owed | $ 3,000,000 | |
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 claim amount | 8,000,000 | |
Transition Services Agreement | ||
Loss Contingencies [Line Items] | ||
Arbitration proceedings claim amount | $ 700,000 |
(Loss) Income from Discontinued
(Loss) Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenue | $ 255 | $ 2,509 | ||
(Loss) income from operations before income taxes | $ (1,121) | 2 | $ (1,587) | 28 |
(Loss) income from operations of discontinued operations | $ (1,121) | $ 2 | $ (1,587) | $ 28 |
Accrued Liabilities Termination
Accrued Liabilities Termination Benefit (Detail) - Severance and Termination Benefit $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Schedule of Accrued Liabilities [Line Items] | |
Balance, December 31, 2014 | $ 1,765 |
Payments made | (113) |
Balance, June 30, 2015 | $ 1,652 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Revolving Line of Credit - USD ($) | Jul. 23, 2015 | Jun. 30, 2015 |
Subsequent Event [Line Items] | ||
Line of credit facility, amount outstanding | $ 0 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 5,500,000 | |
Subsequent Event | Prime Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable interest rate | 3.25% |