Gaia (GAIA) 10-Q 6 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 02, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
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		19,125,692
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	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 20,077	$ 15,772
Accounts receivable, net	22,440	30,266
Inventory, less allowances	16,090	20,154
Other current assets	16,305	11,998
Current assets of discontinued operations		582
Total current assets	74,912	78,772
Property and equipment, net	25,940	23,231
Media library, net	8,533	7,691
Goodwill	15,448	15,448
Other intangibles, net	969	823
Other assets	4,681	12,667
Total assets	130,483	138,632
Current liabilities:
Accounts payable	20,064	18,837
Accrued liabilities	24,033	20,236
Total current liabilities	$ 44,097	$ 39,073
Commitments and contingencies
Gaiam, Inc. shareholders' equity:
Additional paid-in capital	$ 172,131	$ 171,315
Accumulated other comprehensive loss	(302)	(200)
Accumulated deficit	(90,152)	(76,329)
Total Gaiam, Inc. shareholders' equity	81,680	94,789
Noncontrolling interest	4,706	4,770
Total equity	86,386	99,559
Total liabilities and equity	130,483	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	Sep. 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	19,125,692	19,084,958
Common stock, shares outstanding	19,125,692	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		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Net revenue	$ 51,300,000	$ 41,256,000	$ 130,084,000	$ 111,318,000
Cost of goods sold	29,447,000	23,238,000	72,777,000	60,812,000
Gross profit	21,853,000	18,018,000	57,307,000	50,506,000
Expenses:
Selling and operating	14,472,000	17,070,000	45,685,000	48,593,000
Corporate, general and administration	4,072,000	2,801,000	11,086,000	8,763,000
Other general expense	61,000	71,000	150,000	707,000
Total expenses	18,605,000	19,942,000	56,921,000	58,063,000
Income (loss) from operations	3,248,000	(1,924,000)	386,000	(7,557,000)
Interest and other expense, net	(370,000)	(173,000)	(740,000)	(108,000)
Gain on sale of investments		0	0	1,480,000
Income (loss) before income taxes and noncontrolling interest	2,878,000	(2,097,000)	(354,000)	(6,185,000)
Income tax expense	447,000	462,000	621,000	688,000
Net income (loss) from continuing operations	2,431,000	(2,559,000)	(975,000)	(6,873,000)
Loss from discontinued operations, net of tax	(10,695,000)	(82,000)	(12,282,000)	(54,000)
Net loss	(8,264,000)	(2,641,000)	(13,257,000)	(6,927,000)
Net income attributable to noncontrolling interest	(550,000)	(385,000)	(566,000)	(621,000)
Net loss attributable to Gaiam, Inc.	$ (8,814,000)	$ (3,026,000)	$ (13,823,000)	$ (7,548,000)
Net income (loss) per share attributable to Gaiam, Inc. common shareholders-basic and diluted:
From continuing operations	$ 0.08	$ (0.12)	$ (0.06)	$ (0.31)
From discontinued operations	(0.44)	0	(0.50)	0
Basic and diluted net loss per share attributable to Gaiam, Inc	$ (0.36)	$ (0.12)	$ (0.56)	$ (0.31)
Weighted-average shares outstanding:
Basic	24,517	24,340	24,507	24,146
Diluted	24,604	24,340	24,507	24,146

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Net loss	$ (8,264)	$ (2,641)	$ (13,257)	$ (6,927)
Accumulated other comprehensive (loss) income:
Foreign currency translation loss, net of tax	(154)	(53)	(246)	(16)
Unrealized gain on equity security, net of tax				202
Reclassification of gain on equity security to net income, net of tax				(319)
Comprehensive loss	(8,418)	(2,694)	(13,503)	(7,060)
Less: comprehensive (income) loss attributable to the noncontrolling interest	(471)	38	(422)	13
Comprehensive loss attributable to Gaiam, Inc.	$ (8,889)	$ (2,656)	$ (13,925)	$ (7,047)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Operating activities
Net loss	$ (13,257,000)	$ (6,927,000)
Loss from discontinued operations	12,282,000	54,000
Net loss from continuing operations	(975,000)	(6,873,000)
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities-continuing operations:
Depreciation	1,760,000	1,487,000
Amortization	1,913,000	1,666,000
Share-based compensation expense	656,000	854,000
Gain on sale of investments	0	(1,480,000)
Loss on equity method investments	325,000
Loss on remeasurement of foreign currency	434,000	139,000
Other		29,000
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable, net	7,895,000	7,405,000
Inventory, less allowances	3,969,000	(565,000)
Other current and long term assets	(4,721,000)	(6,267,000)
Accounts payable	(1,717,000)	(1,625,000)
Accrued liabilities	6,616,000	(1,891,000)
Net cash provided by (used in) operating activities-continuing operations	16,155,000	(7,121,000)
Net cash used in operating activities-discontinued operations	(3,985,000)	(68,000)
Net cash provided by (used in) operating activities	12,170,000	(7,189,000)
Investing activities
Proceeds from sale of investments		2,646,000
Purchase of property, equipment and media rights	(6,907,000)	(4,171,000)
Purchase of businesses, net of acquired cash		(1,431,000)
Net cash used in investing activities	(6,907,000)	(2,956,000)
Financing activities
Proceeds from issuance of stock	160,000	1,656,000
Dividends paid to noncontrolling interest	(486,000)	(150,000)
Net cash (used in) provided by financing activities	(326,000)	1,506,000
Effect of exchange rates on cash	(632,000)	(169,000)
Net change in cash	4,305,000	(8,808,000)
Cash at beginning of period	15,772,000	32,229,000
Cash at end of period	20,077,000	23,421,000
Supplemental cash flow information
Income taxes paid	984,000	685,000
Interest paid	$ 3,000	$ 11,000

Organization, Nature of Operati

Organization, Nature of Operations, and Principles of Consolidation	9 Months Ended
	Sep. 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 (“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	9 Months Ended
	Sep. 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 and again on September 9, 2015. Gaiam TV has filed a listing application with NASDAQ and is in the process of listing on NASDAQ in anticipation of the spin-off. We currently expect that 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 would 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 would 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. options held by such holder. The spin-off would 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 would address the treatment of the various insurance policies held by Gaiam, Inc. and Gaiam TV after the spin-off. In anticipation of the spin-off, Gaiam TV has entered 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 would 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 would 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 would 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	9 Months Ended
	Sep. 30, 2015
Investments	3. Investments We did not sell any investments or recognize any gains on sales of investments during the nine months ended September 30, 2015. During the nine months ended September 30, 2014, we reported a gain of $1.0 million on the sale of our Real Goods Solar, Inc. (“RGSE”) class A common stock. We also recognized a gain of $0.5 million in connection with the sale of Cinedigm Corp. Class A common stock which we received in connection with the sale of our non-branded entertainment media business to Cinedigm Corp. in October 2013.

Joint Venture

Joint Venture	9 Months Ended
	Sep. 30, 2015
Joint Venture	4. Joint Venture 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 rights to an infomercial which it has developed, and the third party will provide the necessary working capital to advertise and market the infomercial worldwide. We hold a 49% interest in the partnership, and are accounting for it as an equity method investment. During the three months ended September 30, 2015, the Company recognized a loss of $0.3 million associated with the venture which is included in Interest and other expense, net in the accompanying condensed consolidated statements of operations.

Credit Facility

Credit Facility	9 Months Ended
	Sep. 30, 2015
Credit Facility	5. Credit Facility 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. The value of our principal offices is far in excess of the amount of the line of credit. No amounts were drawn or outstanding under the line of credit during the three months ended September 30, 2015.

Equity

Equity	9 Months Ended
	Sep. 30, 2015
Equity	6. Equity During the first nine months of 2015, we issued 12,000 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 nine months of 2015, we issued 29,000 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 September 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 816 — — — 816 — Dividends paid to noncontrolling interest (486 ) — — — — (486 ) Comprehensive loss: Net (loss) income (13,257 ) (13,257 ) (13,823 ) — — — 566 Foreign currency translation adjustment, net of taxes of $107 (246 ) (246 ) — (102 ) — — (144 ) Comprehensive loss $ (13,503 ) Balance at September 30, 2015 $ 86,386 $ (90,152 ) $ (302 ) $ 3 $ 172,131 $ 4,706

Share-Based Payments

Share-Based Payments	9 Months Ended
	Sep. 30, 2015
Share-Based Payments	7. Share-Based Payments During the first nine 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	9 Months Ended
	Sep. 30, 2015
Net Loss Per Share Attributable To Gaiam, Inc. Common Shareholders	8. 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 943,000 and 645,000 from the computation of diluted net loss per share attributable to Gaiam, Inc. common shareholders for the three months ended September 30, 2015 and 2014, respectively, and 957,000 and 845,000 for the nine months ended September 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 Nine Months Ended (in thousands, except per share data) 2015 2014 2015 2014 Net loss attributable to Gaiam, Inc. common shareholders: Income (loss) from continuing operations $ 1,881 $ (2,944 ) $ (1,541 ) $ (7,494 ) Loss from discontinued operations (10,695 ) (82 ) (12,282 ) (54 ) Net loss attributable to Gaiam, Inc. $ (8,814 ) $ (3,026 ) $ (13,823 ) $ (7,548 ) Weighted average shares for basic net loss per share 24,517 24,340 24,507 24,146 Effect of dilutive securities 87 — — — Weighted average shares for diluted net loss per share 24,604 24,340 24,507 24,146 Net loss per share attributable to Gaiam, Inc. common shareholders—basic and diluted: Income (loss) from continuing operations $ 0.08 $ (0.12 ) $ (0.06 ) $ (0.31 ) Loss from discontinued operations $ (0.44 ) $ 0.00 $ (0.50 ) $ 0.00 Basic and diluted net loss per share attributable to Gaiam, Inc. $ (0.36 ) $ (0.12 ) $ (0.56 ) $ (0.31 ) During the nine months ended September 30, 2014, we recognized gains on the sales of investments (see Note 3) of $1.5 million. Excluding the impact of these gains, net loss per share for the nine months ended September 30, 2014 would have increased by $0.06 per share. There were no similar gains recognized during the three months ended September 30, 2014 or the nine months ended September 30, 2015.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Taxes	9. Income Taxes During 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. As of September 30, 2015, our gross net operating losses were $86.8 million and $39.6 million for federal and state, respectively.

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2015
Segment Information	10. 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. It also includes the results of Boulder Road LLC from January 1, 2015 forward. 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 September 30, Nine Months Ended September 30, (in thousands) 2015 2014 2015 2014 Net revenue: Gaiam Brand $ 47,799 $ 38,697 $ 120,192 $ 104,047 Gaiam TV 3,501 2,559 9,892 7,271 Consolidated net revenue 51,300 41,256 130,084 111,318 Contribution income (loss): Gaiam Brand 4,245 919 6,363 1,424 Gaiam TV 211 (2,308 ) (3,225 ) (6,453 ) Segment contribution income (loss) 4,456 (1,389 ) 3,138 (5,029 ) Other unallocated corporate expenses (1,208 ) (535 ) (2,752 ) (2,528 ) Consolidated contribution income (loss) 3,248 (1,924 ) 386 (7,557 ) Reconciliation of contribution income (loss) to net loss attributable to Gaiam, Inc.: Interest and other expense, net (370 ) (173 ) (740 ) (108 ) Gain on sale of investment — — — 1,480 Income tax expense (447 ) (462 ) (621 ) (688 ) (Loss) income from discontinued operations (10,695 ) (82 ) (12,282 ) (54 ) Net income attributable to noncontrolling interest (550 ) (385 ) (566 ) (621 ) Net loss attributable to Gaiam, Inc. $ (8,814 ) $ (3,026 ) $ (13,823 ) $ (7,548 ) As discussed in Note 2, Gaiam TV filed an amended registration statement on Form 10 with the SEC on September 9, 2015. The segment amounts presented here and discussed elsewhere in this quarterly report on Form 10-Q vary insignificantly from the amounts reported by Gaiam TV in the Form 10, as amended, as the Form 10 requires that certain items be recast for stand-alone presentation.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies	11. Commitments and Contingencies On August 13, 2014, Cinedigm Corp. and Cinedigm Entertainment Holdings, LLC (together, “Cinedigm”) initiated an arbitration proceeding under the Membership Interest Purchase Agreement, dated October 17, 2013, by and among Cinedigm and Gaiam, Inc. and one of its subsidiaries (the “MIPA”). The aggregate relief requested by Cinedigm exceeded $30.0 million and included unspecified compensatory damages, attorneys’ fees, costs and interest, and other relief. Contractual provisions in the MIPA and related agreements provided that the working capital adjustment dispute would be resolved pursuant to arbitration before a nationally recognized accounting firm (the “WC Arbitration”), and the other disputes would be resolved pursuant to arbitration before the American Arbitration Association (the “AAA Arbitration”).

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2015
Discontinued Operations	12. Discontinued Operations During 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. The losses from discontinued operations generated during 2015 are mainly attributable to the non-cash charge of $7.3 million for the working capital receivable due from Cinedigm, settlement costs, and 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 from discontinued operations amounts reported on our consolidated statements of operations were comprised of the following amounts: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2015 2014 2015 2014 Net revenue $ — $ 7 $ — $ 2,516 Loss from operations before income taxes (10,695 ) (82 ) (12,282 ) (54 ) Loss from operations of discontinued operations $ (10,695 ) $ (82 ) $ (12,282 ) $ (54 )

Exit Activity Costs

Exit Activity Costs	9 Months Ended
	Sep. 30, 2015
Exit Activity Costs	13. 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 nine months ended September 30, 2015 is as follows: Balance, December 31, 2014 $ 1,765 Payments made (113 ) Balance, September 30, 2015 $ 1,652

Organization, Nature of Opera20

Organization, Nature of Operations, and Principles of Consolidation (Policies)	9 Months Ended
	Sep. 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)	9 Months Ended
	Sep. 30, 2015
Summary of Reconciliation of Carrying Amount of Total Equity	The following is a reconciliation from December 31, 2014 to September 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 816 — — — 816 — Dividends paid to noncontrolling interest (486 ) — — — — (486 ) Comprehensive loss: Net (loss) income (13,257 ) (13,257 ) (13,823 ) — — — 566 Foreign currency translation adjustment, net of taxes of $107 (246 ) (246 ) — (102 ) — — (144 ) Comprehensive loss $ (13,503 ) Balance at September 30, 2015 $ 86,386 $ (90,152 ) $ (302 ) $ 3 $ 172,131 $ 4,706

Net Loss Per Share Attributab22

Net Loss Per Share Attributable To Gaiam, Inc. Common Shareholders (Tables)	9 Months Ended
	Sep. 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 Nine Months Ended (in thousands, except per share data) 2015 2014 2015 2014 Net loss attributable to Gaiam, Inc. common shareholders: Income (loss) from continuing operations $ 1,881 $ (2,944 ) $ (1,541 ) $ (7,494 ) Loss from discontinued operations (10,695 ) (82 ) (12,282 ) (54 ) Net loss attributable to Gaiam, Inc. $ (8,814 ) $ (3,026 ) $ (13,823 ) $ (7,548 ) Weighted average shares for basic net loss per share 24,517 24,340 24,507 24,146 Effect of dilutive securities 87 — — — Weighted average shares for diluted net loss per share 24,604 24,340 24,507 24,146 Net loss per share attributable to Gaiam, Inc. common shareholders—basic and diluted: Income (loss) from continuing operations $ 0.08 $ (0.12 ) $ (0.06 ) $ (0.31 ) Loss from discontinued operations $ (0.44 ) $ 0.00 $ (0.50 ) $ 0.00 Basic and diluted net loss per share attributable to Gaiam, Inc. $ (0.36 ) $ (0.12 ) $ (0.56 ) $ (0.31 )

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2015
Financial Information for Segments	Financial information for our segments is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2015 2014 2015 2014 Net revenue: Gaiam Brand $ 47,799 $ 38,697 $ 120,192 $ 104,047 Gaiam TV 3,501 2,559 9,892 7,271 Consolidated net revenue 51,300 41,256 130,084 111,318 Contribution income (loss): Gaiam Brand 4,245 919 6,363 1,424 Gaiam TV 211 (2,308 ) (3,225 ) (6,453 ) Segment contribution income (loss) 4,456 (1,389 ) 3,138 (5,029 ) Other unallocated corporate expenses (1,208 ) (535 ) (2,752 ) (2,528 ) Consolidated contribution income (loss) 3,248 (1,924 ) 386 (7,557 ) Reconciliation of contribution income (loss) to net loss attributable to Gaiam, Inc.: Interest and other expense, net (370 ) (173 ) (740 ) (108 ) Gain on sale of investment — — — 1,480 Income tax expense (447 ) (462 ) (621 ) (688 ) (Loss) income from discontinued operations (10,695 ) (82 ) (12,282 ) (54 ) Net income attributable to noncontrolling interest (550 ) (385 ) (566 ) (621 ) Net loss attributable to Gaiam, Inc. $ (8,814 ) $ (3,026 ) $ (13,823 ) $ (7,548 )

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2015
(Loss) Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations	The loss from discontinued operations amounts reported on our consolidated statements of operations were comprised of the following amounts: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2015 2014 2015 2014 Net revenue $ — $ 7 $ — $ 2,516 Loss from operations before income taxes (10,695 ) (82 ) (12,282 ) (54 ) Loss from operations of discontinued operations $ (10,695 ) $ (82 ) $ (12,282 ) $ (54 )

Exit Activity Costs (Tables)

Exit Activity Costs (Tables)	9 Months Ended
	Sep. 30, 2015
Accrued Liabilities Termination Benefit	The activity in the accrual for termination benefits for the nine months ended September 30, 2015 is as follows: Balance, December 31, 2014 $ 1,765 Payments made (113 ) Balance, September 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 ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Schedule of Equity Method Investments [Line Items]
Gain on sale of investment	$ 0	$ 0	$ 1,480,000
Class A Common Stock
Schedule of Equity Method Investments [Line Items]
Gain on sale of investment			500,000
Real Goods Solar | Class A Common Stock
Schedule of Equity Method Investments [Line Items]
Gain on sale of investment			$ 1,000,000

Joint Venture - Additional Info

Joint Venture - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Schedule of Equity Method Investments [Line Items]
Partnership formation date		Jul. 24, 2015
Percentage of Interest in partnership		49.00%
Loss from partnership venture	$ (300)	$ (325)

Credit Facility - Additional In

Credit Facility - Additional Information (Detail) - Revolving Line of Credit - USD ($)	Jul. 23, 2015	Sep. 30, 2015
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity	$ 5,500,000
Line of credit facility, amount outstanding		$ 0
Prime Rate
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	3.25%

Equity - Additional Information

Equity - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Equity [Line Items]
Proceeds from issuance of common stock	$ 160	$ 1,656
Class A Common Stock
Equity [Line Items]
Issuance of common stock options exercises	29,000
Proceeds from issuance of common stock	$ 200
Class A Common Stock | Long-Term Incentive Plan 2009
Equity [Line Items]
Issuance of shares for compensation	12,000

Summary of Reconciliation of Ca

Summary of Reconciliation of Carrying Amount of Total Equity (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Equity [Line Items]
Beginning Balance			$ 99,559
Issuance of Gaiam, Inc. common stock for stock option exercises and share-based compensation			816
Dividends paid to noncontrolling interest			(486)
Comprehensive loss:
Net (loss) income	$ (8,264)	$ (2,641)	(13,257)	$ (6,927)
Foreign currency translation adjustment, net of taxes of $107	(154)	(53)	(246)	(16)
Comprehensive loss	(8,418)	$ (2,694)	(13,503)	$ (7,060)
Ending Balance	86,386		86,386
Comprehensive Loss
Comprehensive loss:
Net (loss) income			(13,257)
Foreign currency translation adjustment, net of taxes of $107			(246)
Comprehensive loss			(13,503)
Accumulated Deficit
Equity [Line Items]
Beginning Balance			(76,329)
Comprehensive loss:
Net (loss) income			(13,823)
Ending Balance	(90,152)		(90,152)
Accumulated Other Comprehensive Loss
Equity [Line Items]
Beginning Balance			(200)
Comprehensive loss:
Foreign currency translation adjustment, net of taxes of $107			(102)
Ending Balance	(302)		(302)
Class A and Class B Common Stock
Equity [Line Items]
Beginning Balance			3
Issuance of Gaiam, Inc. common stock for stock option exercises and share-based compensation			0
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			816
Comprehensive loss:
Ending Balance	172,131		172,131
Noncontrolling Interest
Equity [Line Items]
Beginning Balance			4,770
Dividends paid to noncontrolling interest			(486)
Comprehensive loss:
Net (loss) income			566
Foreign currency translation adjustment, net of taxes of $107			(144)
Ending Balance	$ 4,706		$ 4,706

Summary of Reconciliation of 32

Summary of Reconciliation of Carrying Amount of Total Equity (Parenthetical) (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)
Equity [Line Items]
Foreign currency translation adjustment, taxes	$ 107

Share-Based Payments - Addition

Share-Based Payments - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 0.1	$ 0.4

Net Loss Per Share Attributab34

Net Loss Per Share Attributable to Gaiam, Inc. Common Shareholders - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Reconciliation Of Earning Per Share Statement [Line Items]
Common stock shares excluded from computation of dilutive earnings per share	943,000	645,000	957,000	845,000
Gain on sale of investment		$ 0	$ 0	$ 1,480,000
Increase in net loss per share, excluding impact of gain on sale of investment				$ (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		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Net loss attributable to Gaiam, Inc. common shareholders:
Income (loss) from continuing operations	$ 1,881	$ (2,944)	$ (1,541)	$ (7,494)
Loss from discontinued operations	(10,695)	(82)	(12,282)	(54)
Net loss attributable to Gaiam, Inc.	$ (8,814)	$ (3,026)	$ (13,823)	$ (7,548)
Weighted average shares for basic net loss per share	24,517	24,340	24,507	24,146
Effect of dilutive securities	87
Weighted average shares for diluted net loss per share	24,604	24,340	24,507	24,146
Net loss per share attributable to Gaiam, Inc. common shareholders-basic and diluted:
Income (loss) from continuing operations	$ 0.08	$ (0.12)	$ (0.06)	$ (0.31)
Loss from discontinued operations	(0.44)	0	(0.50)	0
Basic and diluted net loss per share attributable to Gaiam, Inc	$ (0.36)	$ (0.12)	$ (0.56)	$ (0.31)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Taxes [Line Items]
Net operating loss	$ 1,881	$ (2,944)	$ (1,541)	$ (7,494)
Federal [Member]
Income Taxes [Line Items]
Net operating loss			(86,800)
State [Member]
Income Taxes [Line Items]
Net operating loss			$ (39,600)

Segment Information - Additiona

Segment Information - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2015Segment
Segment Reporting Information [Line Items]
Number of reportable segments	2

Financial Information for Segme

Financial Information for Segments (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Consolidated net revenue	$ 51,300,000	$ 41,256,000	$ 130,084,000	$ 111,318,000
Consolidated contribution income (loss)	3,248,000	(1,924,000)	386,000	(7,557,000)
Reconciliation of contribution income (loss) to net loss attributable to Gaiam, Inc.:
Interest and other expense, net	(370,000)	(173,000)	(740,000)	(108,000)
Gain on sale of investment		0	0	1,480,000
Income tax expense	(447,000)	(462,000)	(621,000)	(688,000)
(Loss) income from discontinued operations	(10,695,000)	(82,000)	(12,282,000)	(54,000)
Net income attributable to noncontrolling interest	(550,000)	(385,000)	(566,000)	(621,000)
Net loss attributable to Gaiam, Inc.	(8,814,000)	(3,026,000)	(13,823,000)	(7,548,000)
Gaiam Brand
Segment Reporting Information [Line Items]
Consolidated net revenue	47,799,000	38,697,000	120,192,000	104,047,000
Consolidated contribution income (loss)	4,245,000	919,000	6,363,000	1,424,000
Gaiam TV
Segment Reporting Information [Line Items]
Consolidated net revenue	3,501,000	2,559,000	9,892,000	7,271,000
Consolidated contribution income (loss)	211,000	(2,308,000)	(3,225,000)	(6,453,000)
Other unallocated corporate expenses
Segment Reporting Information [Line Items]
Consolidated contribution income (loss)	(1,208,000)	(535,000)	(2,752,000)	(2,528,000)
Continuing operations
Segment Reporting Information [Line Items]
Consolidated contribution income (loss)	$ 4,456,000	$ (1,389,000)	$ 3,138,000	$ (5,029,000)

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands	Aug. 13, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Loss Contingencies [Line Items]
Settlement payment to be delivered		$ 2,300		$ 2,300
Loss from discontinued operations		(10,695)	$ (82)	(12,282)	$ (54)
Working Capital Receivable
Loss Contingencies [Line Items]
Non cash charge		$ 7,300		$ 7,300
Membership Interest Purchase Agreement
Loss Contingencies [Line Items]
Loss contingency, amount	30

Discontinued Operations - Addit

Discontinued Operations - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Working Capital Receivable
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Non cash charge	$ 7.3	$ 7.3

(Loss) Income from Discontinued

(Loss) Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net revenue		$ 7		$ 2,516
Loss from operations before income taxes	$ (10,695)	(82)	$ (12,282)	(54)
Loss from operations of discontinued operations	$ (10,695)	$ (82)	$ (12,282)	$ (54)

Accrued Liabilities Termination

Accrued Liabilities Termination Benefit (Detail) - Severance and Termination Benefit $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)
Schedule of Accrued Liabilities [Line Items]
Balance, December 31, 2014	$ 1,765
Payments made	(113)
Balance, September 30, 2015	$ 1,652