Subsequent Events | 14. Subsequent Events Pending Sale of the Brand Business On May 10, 2016 we entered into agreements to sell the assets and liabilities of our Gaiam Brand Business in exchange for $167.0 million. The Brand Business consists of all the assets and liabilities of our Gaiam Brand segment, except for our interest in our eco-travel subsidiary, which was sold on May 4, 2016 as explained below. Our Gaiam Brand Business constitutes the vast majority of our consolidated revenues and expenses, and consists of our yoga, fitness and wellness consumer products, and content. If the sale of the Brand Business is consummated, our remaining business will consist of our Gaia video subscription service business and on-line community and will operate in our Gaia segment. Upon closing the sale of the Brand Business, we expect to conduct a tender offer for up to 12 million shares of our Class A common stock and vested stock options. The sale of our Brand Business is planned to occur after the period covered by this report. Therefore, the information in this report should be read in light of the pending sale of our Brand Business. There can be no assurance that we will be able to successfully consummate the sale of our Brand Business. Sale of Natural Habitat On May 4, 2016 we sold all our interest in Natural Habitat, Inc. (“Natural Habitat”), our eco-travel subsidiary, in exchange for $12.85 million in cash. The following pro forma condensed consolidated financial information is based on our historical financial statements, including certain pro forma adjustments, and has been prepared to illustrate the pro forma effect of the sale of Natural Habitat. The unaudited pro forma condensed consolidated statements of operations for the quarter ending March 31, 2016 and for the year ending December 31, 2015 assume that the sale occurred as of January 1, 2015. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2016 is presented as if the sale had occurred on March 31, 2016. The unaudited pro forma condensed consolidated financial information has been prepared based upon available information and management estimates; actual amounts may differ from these estimated amounts. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of the financial position or results of operations that might have occurred had the sale occurred as of the dates stated above. The pro forma adjustments are described in the notes. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the audited financial statements and notes and related Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Unaudited Pro Forma Condensed Consolidated Financial Information Gaiam, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations Quarter Ending March 31, 2016 (in thousands, except per share data) Gaiam Less: Pro Forma Notes Pro Forma Net revenues $ 35,327 $ 9,585 $ — $ 25,742 Cost of goods sold 18,937 6,312 — 12,625 Gross profit 16,390 3,273 — 13,117 Selling, general, and administrative 24,593 4,209 3 (b) 20,387 Loss from operations (8,203 ) (936 ) (3 ) (7,270 ) Interest and other income (expense) 509 944 — (435 ) (Loss) income before income taxes (7,694 ) 8 (3 ) (7,705 ) Income tax (benefit) expense (9 ) 1 — (10 ) Net (loss) income from continuing operations (7,685 ) 7 (3 ) (7,695 ) Net loss attributable to noncontrolling interest 61 47 — 14 Net (loss) income from continuing operations attributable to Gaiam, Inc. $ (7,624 ) $ 54 $ (3 ) $ (7,681 ) Net loss from continuing operations per share: Basic and Diluted $ (0.31 ) $ (0.31 ) Weighted-average shares outstanding: Basic and Diluted 24,531 24,531 (a) Represents the revenues and expenses excluding certain fixed overhead costs of Natural Habitat included in Gaiam’s historical financial statements. (b) Operating expenses are increased to reverse the impact of a human resources service allocation to Natural Habitat from Gaiam. (c) Results are consolidated then adjusted for noncontrolling interests. Gaiam owned 51.4% of Natural Habitat. Unaudited Pro Forma Condensed Consolidated Financial Information Gaiam, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations Year Ending December 31, 2015 (in thousands, except per share data) Gaiam Less: Pro Forma Notes Pro Forma Net revenues $ 188,018 $ 43,514 $ — $ 144,504 Cost of goods sold 103,249 27,544 — 75,705 Gross profit 84,769 15,970 — 68,799 Selling, general, and administrative 80,588 12,126 10 (b) 68,472 Income (loss) from operations 4,181 3,844 (10 ) 327 Interest and other income (expense) (1,406 ) (1,168 ) — (238 ) Loss from equity method investments (465 ) — — (465 ) Income (loss) before income taxes 2,310 2,676 (10 ) (376 ) Income tax expense (benefit) 1,219 1,154 — 65 Net income (loss) from continuing operations 1,091 1,522 (10 ) (441 ) Net income attributable to noncontrolling interest (694 ) (672 ) — (22 ) Net income (loss) from continuing operations attributable to Gaiam, Inc. $ 397 $ 850 $ (10 ) $ (463 ) Net income (loss) from continuing operations per share: Basic and Diluted $ 0.02 $ (0.02 ) Weighted-average shares outstanding: Basic 24,510 24,510 Diluted 24,612 24,612 (a) Represents the revenues and expenses excluding certain fixed overhead costs of Natural Habitat included in Gaiam’s historical financial statements. (b) Operating expenses are increased to reverse the impact of a human resources service allocation to Natural Habitat from Gaiam. (c) Results are consolidated then adjusted for noncontrolling interests. Gaiam owned 51.4% of Natural Habitat. Unaudited Pro Forma Condensed Consolidated Financial Information Gaiam, Inc. Unaudited Pro Forma Condensed Consolidated Balance Sheet As of March 31, 2016 (in thousands) Gaiam Less: Pro Forma Notes Pro Forma Cash $ 11,228 $ 3,951 $ 11,050 (b) $ 18,327 Accounts receivable, net 13,002 389 — 12,613 Inventory, less allowances 16,847 — — 16,847 Other current assets 14,351 8,714 5,637 Total current assets 55,428 13,054 11,050 53,424 Property and equipment, net 25,590 1,418 — 24,172 Media library, net 9,348 — — 9,348 Goodwill 15,448 3,384 — 12,064 Other intangibles, net 782 75 — 707 Other assets 4,160 423 — 3,737 Total assets $ 110,756 $ 18,354 $ 11,050 $ 103,452 Accounts payable $ 10,437 $ 2,615 $ — $ 7,822 Accrued liabilities 20,779 13,310 544 (c) 8,013 Total current liabilities 31,216 15,925 544 15,835 Total Gaiam, Inc. shareholders’ equity 76,743 1,501 10,506 (d) 85,748 Noncontrolling interest 2,797 928 — 1,869 Total equity 79,540 2,429 10,506 87,617 Total liabilities and equity $ 110,756 $ 18,354 $ 11,050 $ 103,452 (a) Represents the assets, liabilities, and equity attributable to Natural Habitat included in Gaiam’s historical financial statements. (b) Cash is adjusted to reflect the $11.0 million estimated net proceeds from the sale. (c) Accrued liabilities have been adjusted to reflect the accrual of estimated nonrecurring costs directly related to the disposition (not paid in close). (d) Equity is adjusted to reflect the estimated net gain of $9.0 million on the sale of Natural Habitat. We expect that there will be minimal income taxes on the gain due to utilization of our net operating losses. |