Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 21, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GAIA | ||
Entity Registrant Name | GAIA, INC | ||
Entity Central Index Key | 1,089,872 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 114,280,000 | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,752,531 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,400,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 54,027 | $ 1,266 |
Accounts receivable | 554 | 465 |
Prepaid expenses and other current assets | 1,303 | 729 |
Current assets of discontinued operations | 68,860 | |
Total current assets | 55,884 | 71,320 |
Building and land, net | 16,896 | 17,786 |
Media library, software and equipment, net | 12,861 | 11,738 |
Goodwill | 10,609 | 10,609 |
Investments and other assets | 10,946 | 1,756 |
Noncurrent assets of discontinued operations | 15,333 | |
Total assets | 107,196 | 128,542 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 6,672 | 6,081 |
Deferred revenue | 2,434 | 1,454 |
Current liabilities of discontinued operations | 32,214 | |
Total current liabilities | 9,106 | 39,749 |
Deferred taxes | 553 | |
Contingencies | ||
Gaia, Inc. shareholders’ equity: | ||
Additional paid-in capital | 98,504 | 172,371 |
Accumulated other comprehensive loss | (399) | |
Accumulated deficit | (969) | (88,035) |
Noncontrolling interest | 4,853 | |
Total equity | 97,537 | 88,793 |
Total liabilities and equity | 107,196 | 128,542 |
Class A Common Stock [Member] | ||
Gaia, Inc. shareholders’ equity: | ||
Common stock | 1 | 2 |
Class B Common Stock [Member] | ||
Gaia, Inc. shareholders’ equity: | ||
Common stock | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 9,752,531 | 19,130,681 |
Common stock, shares outstanding | 9,752,531 | 19,130,681 |
Class B Common Stock [Member] | ||
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net revenues | |||
Streaming | $ 14,736 | $ 10,752 | $ 8,040 |
DVD subscription and other | 2,511 | 2,707 | 2,714 |
Total net revenues | 17,247 | 13,459 | 10,754 |
Cost of revenues | |||
Streaming | 2,567 | 2,262 | 1,746 |
DVD subscription and other | 275 | 335 | 289 |
Total cost of revenues | 2,842 | 2,597 | 2,035 |
Gross profit | 14,405 | 10,862 | 8,719 |
Expenses: | |||
Selling and operating | 24,960 | 13,079 | 14,879 |
Corporate, general and administration | 6,020 | 6,494 | 4,566 |
Total operating expenses | 30,980 | 19,573 | 19,445 |
Loss from operations | (16,575) | (8,711) | (10,726) |
Interest and other (expense) income, net | (351) | (311) | 880 |
Loss before income taxes | (16,926) | (9,022) | (9,846) |
Income tax benefit | (6,144) | (3) | |
Loss from continuing operations | (10,782) | (9,019) | (9,846) |
Income (loss) from discontinued operations, net of tax | 97,848 | (2,687) | (70) |
Net income (loss) | $ 87,066 | $ (11,706) | $ (9,916) |
Income (loss) per share—basic and diluted: | |||
Continuing operations | $ (0.54) | $ (0.37) | $ (0.41) |
Discontinued operations | 4.93 | (0.11) | |
Basic and diluted net income (loss) per share | $ 4.39 | $ (0.48) | $ (0.41) |
Weighted-average shares outstanding: | |||
Basic and diluted | 19,850 | 24,510 | 24,228 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ 87,066 | $ (11,706) | $ (9,916) |
Net loss attributable to the noncontrolling interest included in discontinued operations | (694) | (959) | |
Total net income (loss) before noncontrolling interest | 87,066 | (11,012) | (8,957) |
Accumulated other comprehensive loss: | |||
Foreign currency translation loss, net of tax (included in discontinued operations) | (324) | (62) | |
Changes in value of equity securities (included in discontinued operations) | (117) | ||
Comprehensive income (loss) | $ 87,066 | $ (11,336) | $ (9,136) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) $ in Thousands | Total | Accumulated Deficit | Accumulated Other Comprehensive Loss | Common Stock | Additional Paid-in Capital | Noncontrolling Interest |
Beginning balance at Dec. 31, 2013 | $ 105,290 | $ (66,413) | $ (33) | $ 3 | $ 167,875 | $ 3,858 |
Beginning balance (in shares) at Dec. 31, 2013 | 23,995,121 | |||||
Issuance of Gaia, Inc. common stock in conjunction with an acquisition and share- based compensation | 3,440 | 3,440 | ||||
Issuance of Gaia, Inc. common stock in conjunction with an acquisition and share- based compensation (in shares) | 489,837 | |||||
Noncontrolling interest portion of subsidiary’s business combinations | 115 | 115 | ||||
Subsidiary’s dividend to noncontrolling interest | (150) | (150) | ||||
Comprehensive (loss) income | (9,136) | (9,916) | (167) | 947 | ||
Net income (loss) | (9,916) | |||||
Ending balance at Dec. 31, 2014 | 99,559 | (76,329) | (200) | $ 3 | 171,315 | 4,770 |
Ending balance (in shares) at Dec. 31, 2014 | 24,484,958 | |||||
Issuance of Gaia, Inc. common stock in conjunction with an acquisition and share- based compensation | 1,056 | 1,056 | ||||
Issuance of Gaia, Inc. common stock in conjunction with an acquisition and share- based compensation (in shares) | 45,723 | |||||
Subsidiary’s dividend to noncontrolling interest | (486) | (486) | ||||
Comprehensive (loss) income | (11,336) | (11,706) | (199) | 569 | ||
Net income (loss) | (11,706) | |||||
Ending balance at Dec. 31, 2015 | 88,793 | (88,035) | (399) | $ 3 | 172,371 | 4,853 |
Ending balance (in shares) at Dec. 31, 2015 | 24,530,681 | |||||
Issuance of Gaia, Inc. common stock for stock option exercises, share-based compensation and charitable contribution, net of tax | 2,300 | 2,300 | ||||
Issuance of Gaia, Inc. common stock for stock option exercises, share-based compensation and charitable contribution, net of tax (in shares) | 258,698 | |||||
Repurchase of shares | (76,168) | $ (1) | (76,167) | |||
Repurchase of shares (in shares) | (9,636,848) | |||||
Dividends paid to noncontrolling interest | (1,944) | (1,944) | ||||
Comprehensive (loss) income | 87,066 | |||||
Net income (loss) | 87,066 | 87,066 | ||||
Ending balance at Dec. 31, 2016 | 97,537 | $ (969) | $ 2 | $ 98,504 | ||
Ending balance (in shares) at Dec. 31, 2016 | 15,152,531 | |||||
Elimination of noncontrolling interest and accumulated other comprehensive loss resulting from the sale of Gaiam Brand segment | $ (2,510) | $ 399 | $ (2,909) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | |||
Net income (loss) | $ 87,066 | $ (11,706) | $ (9,916) |
(Income) loss from discontinued operations | (97,848) | 2,687 | 70 |
Net loss from continuing operations | (10,782) | (9,019) | (9,846) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | |||
Depreciation and amortization | 3,684 | 3,268 | 3,165 |
Loss on remeasurement of foreign currency | 408 | 564 | |
Share-based compensation expense | 674 | 339 | 280 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (161) | (236) | (98) |
Prepaid expenses and other assets | (279) | 395 | 1,007 |
Accounts payable and accrued liabilities | (172) | 421 | (1,531) |
Deferred revenue | 980 | 637 | 595 |
Net cash used in operating activities – continuing operations | (6,056) | (3,787) | (5,864) |
Net cash provided by (used in) operating activities – discontinued operations | (9,326) | 11,388 | 15,652 |
Net cash provided by (used in) operating activities | (15,382) | 7,601 | 9,788 |
Investing activities: | |||
Additions to property, equipment and media library | (6,594) | (6,380) | (4,413) |
Purchase of investment | (10,000) | ||
Proceeds from sale of investments | 2,646 | ||
Proceeds from the sale of Gaiam Brand business, net | 162,127 | ||
Net cash provided by (used in) investing activities—continuing operations | 145,533 | (6,380) | (1,767) |
Net cash used in investing activities—discontinued operations | (319) | (2,955) | (6,670) |
Net cash provided by (used in) investing activities | 145,214 | (9,335) | (8,437) |
Financing activities: | |||
Net proceeds from issuance of stock | 1,041 | 160 | 1,806 |
Repurchases of stock | (76,168) | ||
Drawdowns on line of credit | 3,000 | ||
Repayments on line of credit | (3,000) | ||
Dividends paid to noncontrolling interest | (1,944) | (486) | (150) |
Net cash (used in) provided by financing activities | (77,071) | (326) | 1,656 |
Effect of exchange rates on cash | (495) | (707) | |
Net increase (decrease) in cash | 52,761 | (2,555) | 2,300 |
Cash at beginning of year | 1,266 | 3,821 | 1,521 |
Cash at end of year | 54,027 | 1,266 | 3,821 |
Supplemental cash flow information | |||
Interest paid | 4 | 14 | |
Income taxes paid | 2,430 | $ 1,322 | $ 1,114 |
Deferred tax asset impact on APIC | $ 763 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization, Nature of Operations, and Principles of Consolidation | 1. Organization, Nature of Operations, and Principles of Consolidation Gaia, Inc. (known as Gaiam, Inc. until July 2016), operates a global digital video subscription service and on-line community that caters to a unique and underserved subscriber base. Our digital content is available to our subscribers on most Internet-connected devices anytime, anywhere commercial free. Through our online Gaia subscription service, our customers have unlimited access to a vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, and more – 90% of which is exclusively available to our subscribers for digital streaming. A subscription also allows our subscribers to download and view files from our library without being actively connected to the Internet. We were incorporated under the laws of the State of Colorado on July 7, 1988. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, and they include our accounts and those of our subsidiaries, over which we exercise control. Intercompany transactions and balances have been eliminated. Discontinued Operations During 2016, Gaia sold its 51.4% interest in Natural Habitat, Inc. (“Natural Habitat”) and completed the sale of the Gaiam Brand consumer product business. Accordingly, the assets and liabilities, operating results, and cash flows for these businesses are presented as discontinued operations, separate from our continuing operations, for all periods presented in these consolidated financial statements and footnotes, unless indicated otherwise. See Note 11 Discontinued Operations. Prior to the sale of our interest in Natural Habitat, our operations in foreign countries exposed us to market risk associated with foreign currency exchange rate fluctuations between the U.S. dollar and various foreign currencies. We used derivative instruments to manage a portion of our exposure to changes in currency exchange rates due to payments made by our eco-travel subsidiary to tour operators in other countries. Our primary objective for entering into currency derivatives was to reduce the volatility that changes in currency exchange rates had. We did not enter into derivative contracts for trading purposes. With the sale of our interests in Natural Habitat, we no longer use derivative instruments. Prior to our sale of our interest in Natural Habitat and the Gaiam Brand consumer product business, certain of our subsidiaries were partly owned by others and we accounted for minority shareholders’ ownership through non-controlling interest in our consolidated financial statements. These non-controlling interests were assumed by the new owners of the respective entities. We therefore no longer have any minority shareholders that require non-controlling interests in our consolidated financial statements. During 2016, 2015, and 2014, Natural Habitat paid its shareholders dividends of $4.0 million, $1.0 million, and $0.3 million, respectively, and, as a result, the non-controlling interests decreased by $1.9 million $0.5 million and $0.2 million, respectively. The amount of these non-controlling interests are reflected in (Loss) income from discontinued operations, net of tax. Repurchases We announced a tender offer on May 10, 2016 to purchase in cash up to an aggregate of 12.0 million (i) shares of our issued and outstanding Class A Common Stock at a price of $7.75 per share, or (ii) vested and exercisable options to purchase shares of our Class A Common Stock at a price equal to $7.75 per option (less the exercise price of the option). A total of 9,636,848 shares and 842,114 options were validly tendered and not withdrawn prior to July 1, 2016, which was the expiration date of the offer. We made payments of $74.7 million for the shares and $1.4 million for the options. All repurchased shares were retired and all repurchased options were cancelled effective as of July 1, 2016. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Cash Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars. We consider investments in financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. We also classify amounts in transit from payment processors for customer credit card and debit card transactions as cash. Property and Equipment We state property and equipment at cost less accumulated depreciation and amortization. We include in property and equipment the cost of internal-use software, including software used in connection with our websites. We expense all costs related to the development of internal-use software other than those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them over the estimated useful life of the software, which is typically three years. We compute depreciation of property and equipment on the straight-line method over estimated useful lives, generally 3 to 45 years. We amortize leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. Depreciation expense is included in Selling and operating expense, and Corporate, general and administration expense in the accompanying statements of operations. Media Library Media library represents the lower of unamortized cost or net realizable value of digital media content acquired through asset purchases, capitalized costs to produce our proprietary media content including salary and overhead costs of our in-house production team, rights obtained through license arrangements and business combinations. We amortize our media library in cost of streaming on a straight-line basis over the shorter of the license period or the estimated useful life of the titles, which typically ranges from 12 to 90 months. The amortization period begins with the first month of availability on our service. Our media library is reviewed for impairment when an event or change in circumstances indicates that the carrying amount of the media library may not be recoverable. Recoverability of the media library is measured by a comparison of the carrying amount of the media library to estimated undiscounted future cash flows expected to be generated by the media library. If the carrying amount of the media library exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value of the media library exceeds its fair value. Goodwill Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. We have only one reporting unit; therefore, goodwill is assessed at the enterprise level. We review goodwill for impairment annually on December 31. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of a goodwill is less than its carrying amount. If it is determined that the estimated fair value of goodwill is more likely than not greater than the carrying amount of goodwill, then the two-step impairment test is unnecessary. If it is determined that the two-step impairment test is necessary, then for step one, we compare the estimated fair value of goodwill with its carrying amount, including goodwill. If the estimated fair value of goodwill exceeds its carrying amount, we consider the goodwill not impaired. If the carrying amount of goodwill exceeds its estimated fair value, we perform the second step of the goodwill impairment test to measure the amount of impairment loss. We use either a comparable market approach or a traditional present value method to test for potential impairment. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. During 2016, 2015 and 2014, no impairment of goodwill was indicated. Long-Lived Assets We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. During 2016, 2015 and 2014, no impairment of long-lived assets was recognized. Income Taxes We provide for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not. Revenue Recognition Streaming revenues consist primarily of subscription fees paid by our streaming customers. DVD subscription and other revenues consist of subscription fees paid by our DVD customers and rental income from tenant leases. We recognize revenues when the following four basic criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. We recognize amounts billed to customers for postage and handling as revenues at the same time we recognize the revenues arising from the sale. We present revenues net of taxes collected from customers. Streaming revenues are recognized ratably over the subscription term. Deferred revenues consist of subscription fees collected from customers that have not been earned. Marketing Marketing costs consist primarily of advertising expenses, which include promotional activities such as online advertising and public relations expenditures. Advertising costs are expensed as incurred. During 2016, 2015, and 2014 we expensed $13.2 million, $5.5 million, and $4.6 million, respectively. Share-Based Compensation We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time based awards over the service period. We use the Black-Scholes option and intrinsic valuation model to estimate the fair value of the award. In estimating this fair value, we use certain assumptions, as disclosed in Note 8, consisting of the expected life of the option, risk-free interest rate, dividend yield, and volatility. The use of a different estimate for any one of these assumptions could have a material impact on the amount of calculated compensation expense. Defined Contribution Plan We have adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. The 401(k) plan permits, but does not require, us to make additional matching contributions to the 401(k) plan on behalf of all participants in the 401(k) plan. We match 50% of an employee’s contribution, up to an annual maximum matching contribution of $1,500. We made matching contributions to the 401(k) plan of $82,000, $56,000, and $42,000 in each of the years ended December 31, 2016, 2015, and 2014, respectively. Fair Value Measurements Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The carrying amounts of our cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Net Income (Loss) Per Share Basic net income (loss) per share excludes any dilutive effects of outstanding stock awards. We compute basic net income (loss) per share using the weighted average number of shares of common stock outstanding during the period. We compute diluted net income (loss) per share using the weighted average number of shares of common stock and common stock equivalents outstanding during the period. We excluded common stock equivalents of 910,000, 954,000, and 725,000 from the computation of diluted net income (loss) per share for 2016, 2015 and 2014, respectively, because their effect was antidilutive. Investments Our cost method investments are carried at cost and adjusted for other-than-temporary declines in fair value. We evaluate our investments for impairments annually and when factors indicate that a significant decrease in value has occurred. Variables considered in making such assessments may include near-term prospects of the investees and the investees’ capital structure, as well as other economic variables which reflect assumptions market participants may use in pricing these assets. If an investment is deemed to have experienced an other-than-temporary decline below its cost basis, we reduce the carrying amount of the investment to its quoted or estimated fair value, as applicable, and establish a new cost basis for the investment. The Company did not record any impairment charges on our cost method investments during the years 2016, 2015, or 2014. 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. Accounting Pronouncements Adopted in 2016 The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The amendments under the new guidance require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The guidance is effective for consolidated financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We adopted this guidance effective April 1, 2016, and it did not have a material impact on our reported financial position or results of operations. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Building and Land, stated at lower of cost or estimated fair value, consists of the following as of December 31: (in thousands) 2016 2015 Land $ 4,829 $ 4,829 Building 16,874 17,699 21,703 22,528 Accumulated depreciation and amortization (4,807 ) (4,742 ) $ 16,896 $ 17,786 Software, equipment and media library stated at lower of cost or estimated fair value, consists of the following as of December 31: (in thousands) 2016 2015 Website development costs and other software $ 4,421 $ 5,002 Studio, computer and telephone equipment 693 435 Media library 11,486 10,192 16,600 15,629 Accumulated depreciation and amortization (3,739 ) (3,891 ) $ 12,861 $ 11,738 Future depreciation and amortization consists of the following: (in thousands) 2017 $ 3,985 2018 3,708 2019 2,897 2020 1,965 2021 1,697 Thereafter 10,676 $ 24,928 |
Investments and Other Assets
Investments and Other Assets | 12 Months Ended |
Dec. 31, 2016 | |
Investments And Other Assets [Abstract] | |
Investments and Other Assets | 4. Investments and Other Assets In September 2016, we purchased 10% of the outstanding common stock and associated voting rights of a privately held Colorado corporation for $10.0 million. We are accounting for this investment using the cost method. As part of our initial investment, we have the right, but not the obligation, to purchase additional shares. If we elect not to utilize our right to purchase additional shares or transfer these rights to another party by certain deadlines, we may be required to surrender and forfeit our existing stock ownership. Other assets consist of the following as of December 31: (in thousands) 2016 2015 Cost method investments $ 10,000 $ — Other assets 946 1,756 $ 10,946 $ 1,756 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 5. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following as of December 31: (in thousands) 2016 2015 Accounts payable $ 2,054 $ 4,187 Accrued compensation 844 394 Accrued expenses 3,774 1,500 $ 6,672 $ 6,081 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 6. Contingencies 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, that are considered probable of being rendered against us in litigation or arbitration in existence at December 31, 2016 and that can be reasonably estimated are either reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Equity | 7. Equity Our common stock has two classes, Class A and Class B. Each holder of our Class A common shares is entitled to one vote for each share held on all matters submitted to a vote of shareholders. Each of our Class B common shares is entitled to ten votes on all matters submitted to a vote of shareholders. There are no cumulative voting rights. All holders of our Class A common shares and our Class B common shares vote as a single class on all matters that are submitted to the shareholders for a vote, except as provided by law or as set forth in our charter. Shareholders may consent to an action in writing and without a meeting under certain circumstances. Jirka Rysavy, our chairman, holds 100% of our 5,400,000 outstanding shares of class B common stock and also owns 348,682 shares of Class A common stock. Consequently, our chairman holds approximately 85% of our voting stock and thus is able to exert substantial influence and control matters requiring approval by shareholders, including the election of directors, increasing our authorized capital stock, or a merger or sale of substantially all of our assets. As a result of Mr. Rysavy’s control of us, no change of control can occur without Mr. Rysavy’s consent. Our Class A common shares and our Class B common shares are entitled to receive dividends, if any, as may be declared by our board of directors out of legally available funds. In the event of a liquidation, dissolution or winding up of our Company, our Class A common shares and our Class B common shares are entitled to share ratably in our assets remaining after the payment of all of our debts and other liabilities. Holders of our Class A common shares and our Class B common shares have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to our Class A common shares or our Class B common shares. Our Class B common shares may not be transferred unless converted into our Class A common shares, other than certain transfers to affiliates, family members, and charitable organizations. Our Class B common shares are convertible one-for-one into our Class A common shares, at the option of the holder of the Class B common shares. During 2016, 2015 and 2014, we issued shares of our Class A common stock as shown in the table below under our 2009 Long-Term Incentive Plan (the “Plan”). We recorded the shares issued to our directors at their estimated fair value based on the market’s closing price of our stock on the date the shares were issued, which by policy is the last trading day of each quarter in which the services were rendered. For the Years Ended December 31, 2016 2015 2014 Shares issued to independent directors for services rendered, in lieu of cash compensation 18,638 16,887 19,542 Shares issued to employees upon exercise of stock options 19,060 33,825 354,926 As of December 31, 2016, we had the following Class A common shares reserved for future issuance: Conversion of Class B common shares 5,400,000 Awards under the Plan: Stock options outstanding 522,850 Restricted stock units outstanding 828,344 Total shares reserved for future issuance 6,751,194 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 8. Share-Based Compensation We issue stock based compensation awards under the Plan. The purpose of the Plan is to advance our interests and those of our shareholders by providing incentives to certain persons who contribute significantly to our strategic and long-term performance objectives and growth. An aggregate of not more than 3 million of our Class A common shares, subject to certain adjustments, may be issued under the Plan, and the Plan terminates no later than April 23, 2019. The exercise price for our options is generally equal to the closing market price of our stock at the date of the grant, and the options normally vest at 2% per month for the 50 months beginning in the eleventh month after the grant date. Follow on option grants begin vesting in the first month after grant. We recognize the compensation expense related to share-based payment awards on a straight-line basis over the requisite service periods of the awards, which are generally five years for employees, and five years for board members. The determination of the estimated fair value of share-based payment awards on the date of grant using the Black-Scholes option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. We derive the expected terms from the historical behavior of participant groupings. We base expected volatilities on the historical volatility of our stock over the expected term. Our use of historical volatilities is based upon the expectation that future volatility over the expected term is not likely to differ significantly from historical results. We base the risk-free interest rate used in the option valuation model on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We primarily use historical data by participant groupings to estimate option forfeitures and record share-based compensation expense only for those awards that are expected to vest. The following are the variables we used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted under the Plan for each of the years presented: 2016 2015 2014 Expected volatility 36% - 43% 34% - 50% 48% - 59% Weighted-average volatility 39% 43% 55% Expected dividends —% —% —% Expected term (in years) .35 - 3.8 0.5 - 5.9 1.1 - 7.8 Risk-free rate 0.54% - 1.11% 0.26% - 1.73% 0.14% - 2.37% In 2015, we commenced issuing restricted stock units (RSUs) under the Plan. The RSUs entitle the recipient to receive one share of Class A common stock for each RSU upon vesting. The RSUs vest with cliff vesting in 5 years, provided that the recipient is still an employee or director of Gaia on such date. The RSUs will be automatically forfeited and of no further force and effect if the vesting conditions are not met. The RSUs are generally priced at market price on the grant date. Under the Plan, during 2016, we have issued 828,344 RSUs, none of which are currently exercisable. We use intrinsic valuation for RSUs, which due to the nature of these awards, is typically market price of our common stock on the date of grant. The table below presents a summary of activity under the Plan, as of December 31, 2016, and changes during the year then ended: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2016 1,478,724 $ 6.16 Option grants 315,000 7.66 Restricted stock unit grants 828,344 — Exercised options (1,032,174 ) 6.01 Cancelled or forfeited options (238,700 ) 6.42 Outstanding at December 31, 2016 1,351,194 $ 2.76 6.0 $ 7,958,325 Exercisable options at December 31, 2016 121,950 $ 6.35 7.8 $ 280,553 The table below presents our valuation data for the Plan: (in thousands, except per share data) 2016 2015 2014 Valuation Data: Weighted-average fair value (per share) $ 4.92 $ 1.86 $ 2.98 Total stock-based compensation expense $ 674 $ 339 $ 280 Total income tax impact on provision $ 551 $ 281 $ 313 We issue new shares upon the exercise of options and vesting of RSUs, which will occur in 2020 and 2022. We received approximately $1.0 million, $0.2 million and $1.8 million in cash from stock options exercised during 2016, 2015 and 2014, respectively. The total intrinsic value of options exercised during 2016, 2015, and 2014 was $1.8 million, $0.1 million, and $0.9 million, respectively. The total fair value of options vested was $1.3 million, $0.9 million, and $0.6 million during 2016, 2015, and 2014. As of December 31, 2016, there was $7.3 million of unrecognized cost related to non-vested shared-based compensation arrangements granted under the Plan. We expect that cost to be recognized over a weighted-average period of 4.29 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes Our provision for income taxes is comprised of the following: For the Years Ended December 31, (in thousands) 2016 2015 2014 Current: Federal $ — $ — $ — State — (3 ) — International — — — Total current — (3 ) — Deferred: Federal (5,884 ) — — State (260 ) — — International — — — Total deferred (6,144 ) — — Total income tax benefit $ (6,144 ) $ (3 ) $ — Variations from the federal statutory rate are as follows: (in thousands) 2016 2015 2014 Expected federal income tax expense (benefit) at statutory rate of 34% $ (5,755 ) $ (3,068 ) $ (3,348 ) Effect of permanent other differences 212 44 — Difference in basis for sale of discontinued operations (347 ) — — State income tax benefit, net of federal benefit tax assets (254 ) (135 ) (148 ) Valuation allowance — 3,156 3,496 Total income tax (benefit) expense $ (6,144 ) $ (3 ) $ — Deferred income taxes reflect net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net accumulated deferred income tax assets (liabilities) as of December 31, 2016 and 2015 are as follows: As of December 31, (in thousands) 2016 2015 Deferred tax assets (liabilities): Stock-based compensation $ 264 $ 1,723 Depreciation and amortization 43 (1,896 ) Section 181 qualified production expense (2,550 ) (3,563 ) Net operating loss carryforward — 30,727 Charitable carryforward — 1,899 Other 737 4,108 Tax credits 953 922 Valuation allowance — (33,920 ) Total deferred tax liabilities, net of valuation allowance $ (553 ) $ — The source of income (loss) before income taxes are as follows: (in thousands) 2016 2015 2014 Domestic $ (16,926 ) $ (9,022 ) $ (9,846 ) International — — — $ (16,926 ) $ (9,022 ) $ (9,846 ) Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. 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. Due to the gain on the sale of the Gaiam Brand segment and our expectation of utilizing the majority of our deferred tax assets to offset this gain, we released the valuation allowance in 2016 on these deferred tax assets. We expect to utilize a gross amount of $80.7 million of federal net operating losses and of $30.2 million of state net operating losses during 2016. We realized $0.8 million and $0.1 million in tax benefits recorded to additional paid-in capital because of the exercise of stock options during 2016 and 2015, respectively. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to our subjective assumptions and judgments which can materially affect amounts recognized in our consolidated balance sheets and consolidated statements of operations. The result of our assessment of our uncertain tax positions did not have a material impact on our consolidated financial statements. Our federal and state tax returns for all years after 2011 are subject to future examination by tax authorities for all our tax jurisdictions. We recognize interest and penalties related to income tax matters in interest and other income (expense) and corporate, general and administration expenses, respectively. |
Segment Information and Geograp
Segment Information and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information and Geographic Information | 10. Segment Information and Geographic Information Through June 30, 2016, we managed our company and aggregated our operational and financial information in two reportable segments, which were aligned based on their products or services. Gaia: This segment represented our ongoing business, and the accompanying financial statements show the results of this business segment. This segment included our subscription video streaming service and the results of our legacy DVD subscription business together with the results of Boulder Road, LLC, which holds our real estate. Gaiam Brand: This segment represents the operations that were sold during 2016 including our Gaiam branded yoga, fitness, and wellness products. It also included Natural Habitat until May 4, 2016. As discussed above, we completed the sale of the remaining Gaiam Brand business on July 1, 2016. The results of operations of the Gaiam Brand segment are shown as discontinued operations in the accompanying financial statements. Following the sale of the Gaiam Brand segment on July 1, 2016, our chief operating decision maker reviews operating results on a consolidated basis and we therefore have one reportable segment. Geographic Information We have subscribers in the United States and several foreign countries. The major geographic territories are the U.S. and Canada, and are based on the location of the customer. The following represents geographical data for our operations as of and for the years ended December 31, 2016, 2015 and 2014: (in thousands) 2016 2015 2014 Revenue: United States $ 13,641 $ 10,519 $ 8,149 International 3,606 2,940 2,605 $ 17,247 $ 13,459 $ 10,754 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 11. Discontinued Operations Sale of the Gaiam Brand segment On May 4, 2016 we sold our 51.4% equity interest in Natural Habitat, our eco-travel subsidiary, in exchange for $12.85 million in cash, and recognized a gain of $10.3 million. On July 1, 2016, we sold the assets and liabilities of our Gaiam Brand business in exchange for a gross sale price of $167.0 million and recognized a gain of $114.5 million. Our Gaiam Brand business previously constituted the majority of our consolidated revenues and expenses, and consisted of Gaiam branded yoga, fitness and wellness consumer products, and content (excluding streaming rights). The Gaiam Brand business and our interest in our eco-travel subsidiary constituted all the assets and liabilities of our Gaiam Brand segment. Discontinued Operations The assets and liabilities, operating results, and cash flows of our Gaiam Brand segment are presented as discontinued operations, separate from our continuing operations, for all periods presented in these consolidated financial statements and footnotes, unless otherwise indicated. Discontinued operating results for 2015 also include legal expenses associated with the sale of our former DVD distribution business to Cinedigm. We were involved in arbitration with Cinedigm associated with the sale, which was settled during 2015. The major components of assets and liabilities of our discontinued operations were as follows As of December 31, (in thousands) 2016 2015 Current assets: Cash $ — $ 12,605 Accounts receivable, net — 26,441 Inventory, less allowances — 17,302 Other current assets — 12,512 Total current assets of discontinued operations $ — $ 68,860 Property, equipment and media library, net — 6,237 Goodwill and other intangibles, net — 5,497 Other assets — 3,599 Total noncurrent assets of discontinued operations $ — $ 15,333 Current liabilities: Accounts payable and accrued liabilities — 32,214 Total current liabilities of discontinued operations $ — $ 32,214 The income from discontinued operations amounts as reported on our consolidated statements of operations was comprised of the following amounts: Years Ended December 31, (in thousands) 2016 2015 2014 Net revenue $ 52,627 $ 174,559 $ 158,456 Cost of goods sold 32,975 100,652 91,670 Gross profit 19,652 73,907 66,786 Operating expenses 33,641 73,118 64,623 Income (loss) from operations (13,989 ) 789 2,163 Other (expense) income 234 (1,560 ) (55 ) Income (loss) before income taxes and noncontrolling interest (13,755 ) (771 ) 2,108 Income tax expense (benefit) (4,831 ) 1,222 1,219 Loss from discontinued operations attributable to the non-controlling interest, net of tax (310 ) (694 ) (959 ) Loss from the operation of discontinued operations (9,234 ) (2,687 ) (70 ) Gain on disposal of discontinued operations: Gain on sale of Gaiam Brand segment 124,826 — — Write-off of assets impacted by, but not included in sale 3,740 — — Income tax expense 14,004 — — Income (loss) from discontinued operations, net of tax $ 97,848 $ (2,687 ) $ (70 ) |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | 12. Quarterly Results of Operations (Unaudited) The following tables set forth our unaudited results of operations for each of the quarters in 2016 and 2015. Year 2016 Quarters Ended (in thousands, except per share data) March 31 June 30 September December Net revenue $ 3,830 $ 4,198 $ 4,462 $ 4,757 Gross profit 3,117 3,451 3,762 4,075 Loss from continuing operations (4,125 ) (3,085 ) (151 ) (3,421 ) Income (loss) from discontinued operations (3,499 ) 646 100,595 106 Net income (loss) (7,624 ) (2,439 ) 100,444 (3,315 ) Basic and diluted net income (loss) per share $ (0.31 ) $ (0.10 ) $ 6.64 $ (0.22 ) Weighted average shares outstanding - basic and diluted 24,531 24,580 15,138 15,148 Year 2015 Quarters Ended (in thousands, except per share data) March 31 June 30 September December 31 Net revenue $ 3,106 $ 3,285 $ 3,501 $ 3,567 Gross profit 2,444 2,595 2,893 2,930 Loss from continuing operations (3,036 ) (1,960 ) (660 ) (3,363 ) Income (loss) from discontinued operations (856 ) 843 (8,154 ) 5,480 Net income (loss) (3,892 ) (1,117 ) (8,814 ) 2,117 Basic and diluted net income (loss) per share $ (0.16 ) $ (0.05 ) $ (0.36 ) $ 0.09 Weighted average shares outstanding - basic and diluted 24,490 24,610 24,604 24,626 (a) During the third quarter of 2015, we focused on operating the Gaia segment profitably for a quarter. Excluding allocated corporate costs and transaction related items, we achieved profitability during this quarter of $0.2 million. |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Cash | Cash Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars. We consider investments in financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. We also classify amounts in transit from payment processors for customer credit card and debit card transactions as cash. |
Property and Equipment | Property and Equipment We state property and equipment at cost less accumulated depreciation and amortization. We include in property and equipment the cost of internal-use software, including software used in connection with our websites. We expense all costs related to the development of internal-use software other than those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them over the estimated useful life of the software, which is typically three years. We compute depreciation of property and equipment on the straight-line method over estimated useful lives, generally 3 to 45 years. We amortize leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. Depreciation expense is included in Selling and operating expense, and Corporate, general and administration expense in the accompanying statements of operations. |
Media Library | Media Library Media library represents the lower of unamortized cost or net realizable value of digital media content acquired through asset purchases, capitalized costs to produce our proprietary media content including salary and overhead costs of our in-house production team, rights obtained through license arrangements and business combinations. We amortize our media library in cost of streaming on a straight-line basis over the shorter of the license period or the estimated useful life of the titles, which typically ranges from 12 to 90 months. The amortization period begins with the first month of availability on our service. Our media library is reviewed for impairment when an event or change in circumstances indicates that the carrying amount of the media library may not be recoverable. Recoverability of the media library is measured by a comparison of the carrying amount of the media library to estimated undiscounted future cash flows expected to be generated by the media library. If the carrying amount of the media library exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value of the media library exceeds its fair value. |
Goodwill | Goodwill Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. We have only one reporting unit; therefore, goodwill is assessed at the enterprise level. We review goodwill for impairment annually on December 31. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of a goodwill is less than its carrying amount. If it is determined that the estimated fair value of goodwill is more likely than not greater than the carrying amount of goodwill, then the two-step impairment test is unnecessary. If it is determined that the two-step impairment test is necessary, then for step one, we compare the estimated fair value of goodwill with its carrying amount, including goodwill. If the estimated fair value of goodwill exceeds its carrying amount, we consider the goodwill not impaired. If the carrying amount of goodwill exceeds its estimated fair value, we perform the second step of the goodwill impairment test to measure the amount of impairment loss. We use either a comparable market approach or a traditional present value method to test for potential impairment. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. During 2016, 2015 and 2014, no impairment of goodwill was indicated. |
Long-Lived Assets | Long-Lived Assets We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. During 2016, 2015 and 2014, no impairment of long-lived assets was recognized. |
Income Taxes | Income Taxes We provide for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not. |
Revenue Recognition | Revenue Recognition Streaming revenues consist primarily of subscription fees paid by our streaming customers. DVD subscription and other revenues consist of subscription fees paid by our DVD customers and rental income from tenant leases. We recognize revenues when the following four basic criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. We recognize amounts billed to customers for postage and handling as revenues at the same time we recognize the revenues arising from the sale. We present revenues net of taxes collected from customers. Streaming revenues are recognized ratably over the subscription term. Deferred revenues consist of subscription fees collected from customers that have not been earned. |
Marketing | Marketing Marketing costs consist primarily of advertising expenses, which include promotional activities such as online advertising and public relations expenditures. Advertising costs are expensed as incurred. During 2016, 2015, and 2014 we expensed $13.2 million, $5.5 million, and $4.6 million, respectively. |
Share-Based Compensation | Share-Based Compensation We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time based awards over the service period. We use the Black-Scholes option and intrinsic valuation model to estimate the fair value of the award. In estimating this fair value, we use certain assumptions, as disclosed in Note 8, consisting of the expected life of the option, risk-free interest rate, dividend yield, and volatility. The use of a different estimate for any one of these assumptions could have a material impact on the amount of calculated compensation expense. |
Defined Contribution Plan | Defined Contribution Plan We have adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. The 401(k) plan permits, but does not require, us to make additional matching contributions to the 401(k) plan on behalf of all participants in the 401(k) plan. We match 50% of an employee’s contribution, up to an annual maximum matching contribution of $1,500. We made matching contributions to the 401(k) plan of $82,000, $56,000, and $42,000 in each of the years ended December 31, 2016, 2015, and 2014, respectively. |
Fair Value Measurements | Fair Value Measurements Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The carrying amounts of our cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share excludes any dilutive effects of outstanding stock awards. We compute basic net income (loss) per share using the weighted average number of shares of common stock outstanding during the period. We compute diluted net income (loss) per share using the weighted average number of shares of common stock and common stock equivalents outstanding during the period. We excluded common stock equivalents of 910,000, 954,000, and 725,000 from the computation of diluted net income (loss) per share for 2016, 2015 and 2014, respectively, because their effect was antidilutive. |
Investments | Investments Our cost method investments are carried at cost and adjusted for other-than-temporary declines in fair value. We evaluate our investments for impairments annually and when factors indicate that a significant decrease in value has occurred. Variables considered in making such assessments may include near-term prospects of the investees and the investees’ capital structure, as well as other economic variables which reflect assumptions market participants may use in pricing these assets. If an investment is deemed to have experienced an other-than-temporary decline below its cost basis, we reduce the carrying amount of the investment to its quoted or estimated fair value, as applicable, and establish a new cost basis for the investment. The Company did not record any impairment charges on our cost method investments during the years 2016, 2015, or 2014. |
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. |
Accounting Pronouncements Adopted in 2016 | Accounting Pronouncements Adopted in 2016 The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The amendments under the new guidance require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The guidance is effective for consolidated financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We adopted this guidance effective April 1, 2016, and it did not have a material impact on our reported financial position or results of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Future Depreciation and Amortization | Future depreciation and amortization consists of the following: (in thousands) 2017 $ 3,985 2018 3,708 2019 2,897 2020 1,965 2021 1,697 Thereafter 10,676 $ 24,928 |
Building and Land [Member] | |
Property and Equipment, Stated at Lower of Cost or Estimated Fair Value | Building and Land, stated at lower of cost or estimated fair value, consists of the following as of December 31: (in thousands) 2016 2015 Land $ 4,829 $ 4,829 Building 16,874 17,699 21,703 22,528 Accumulated depreciation and amortization (4,807 ) (4,742 ) $ 16,896 $ 17,786 |
Software, Equipment and Media Library [Member] | |
Property and Equipment, Stated at Lower of Cost or Estimated Fair Value | Software, equipment and media library stated at lower of cost or estimated fair value, consists of the following as of December 31: (in thousands) 2016 2015 Website development costs and other software $ 4,421 $ 5,002 Studio, computer and telephone equipment 693 435 Media library 11,486 10,192 16,600 15,629 Accumulated depreciation and amortization (3,739 ) (3,891 ) $ 12,861 $ 11,738 |
Investments and Other Assets (T
Investments and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments And Other Assets [Abstract] | |
Schedule of Other Assets | Other assets consist of the following as of December 31: (in thousands) 2016 2015 Cost method investments $ 10,000 $ — Other assets 946 1,756 $ 10,946 $ 1,756 |
Accounts Payable and Accrued 23
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Components of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of the following as of December 31: (in thousands) 2016 2015 Accounts payable $ 2,054 $ 4,187 Accrued compensation 844 394 Accrued expenses 3,774 1,500 $ 6,672 $ 6,081 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Schedule of Issued Shares of Class A common stock Under 2009 Long-Term Incentive Plan | During 2016, 2015 and 2014, we issued shares of our Class A common stock as shown in the table below under our 2009 Long-Term Incentive Plan (the “Plan”). We recorded the shares issued to our directors at their estimated fair value based on the market’s closing price of our stock on the date the shares were issued, which by policy is the last trading day of each quarter in which the services were rendered. For the Years Ended December 31, 2016 2015 2014 Shares issued to independent directors for services rendered, in lieu of cash compensation 18,638 16,887 19,542 Shares issued to employees upon exercise of stock options 19,060 33,825 354,926 |
Class A Common Shares Reserved for Future Issuance | As of December 31, 2016, we had the following Class A common shares reserved for future issuance: Conversion of Class B common shares 5,400,000 Awards under the Plan: Stock options outstanding 522,850 Restricted stock units outstanding 828,344 Total shares reserved for future issuance 6,751,194 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Variables Used in Black-Scholes Option Pricing Model to Determine Estimated Grant Date Fair Value for Options Granted | The following are the variables we used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted under the Plan for each of the years presented: 2016 2015 2014 Expected volatility 36% - 43% 34% - 50% 48% - 59% Weighted-average volatility 39% 43% 55% Expected dividends —% —% —% Expected term (in years) .35 - 3.8 0.5 - 5.9 1.1 - 7.8 Risk-free rate 0.54% - 1.11% 0.26% - 1.73% 0.14% - 2.37% |
Summary of Activity | The table below presents a summary of activity under the Plan, as of December 31, 2016, and changes during the year then ended: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2016 1,478,724 $ 6.16 Option grants 315,000 7.66 Restricted stock unit grants 828,344 — Exercised options (1,032,174 ) 6.01 Cancelled or forfeited options (238,700 ) 6.42 Outstanding at December 31, 2016 1,351,194 $ 2.76 6.0 $ 7,958,325 Exercisable options at December 31, 2016 121,950 $ 6.35 7.8 $ 280,553 |
Summary of Valuation Data | The table below presents our valuation data for the Plan: (in thousands, except per share data) 2016 2015 2014 Valuation Data: Weighted-average fair value (per share) $ 4.92 $ 1.86 $ 2.98 Total stock-based compensation expense $ 674 $ 339 $ 280 Total income tax impact on provision $ 551 $ 281 $ 313 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Our provision for income taxes is comprised of the following: For the Years Ended December 31, (in thousands) 2016 2015 2014 Current: Federal $ — $ — $ — State — (3 ) — International — — — Total current — (3 ) — Deferred: Federal (5,884 ) — — State (260 ) — — International — — — Total deferred (6,144 ) — — Total income tax benefit $ (6,144 ) $ (3 ) $ — |
Variations from Federal Statutory Rate | Variations from the federal statutory rate are as follows: (in thousands) 2016 2015 2014 Expected federal income tax expense (benefit) at statutory rate of 34% $ (5,755 ) $ (3,068 ) $ (3,348 ) Effect of permanent other differences 212 44 — Difference in basis for sale of discontinued operations (347 ) — — State income tax benefit, net of federal benefit tax assets (254 ) (135 ) (148 ) Valuation allowance — 3,156 3,496 Total income tax (benefit) expense $ (6,144 ) $ (3 ) $ — |
Components of Net Accumulated Deferred Income Tax Assets (Liabilities) | The components of the net accumulated deferred income tax assets (liabilities) as of December 31, 2016 and 2015 are as follows: As of December 31, (in thousands) 2016 2015 Deferred tax assets (liabilities): Stock-based compensation $ 264 $ 1,723 Depreciation and amortization 43 (1,896 ) Section 181 qualified production expense (2,550 ) (3,563 ) Net operating loss carryforward — 30,727 Charitable carryforward — 1,899 Other 737 4,108 Tax credits 953 922 Valuation allowance — (33,920 ) Total deferred tax liabilities, net of valuation allowance $ (553 ) $ — |
Source of Income (Loss) Before Income Taxes | The source of income (loss) before income taxes are as follows: (in thousands) 2016 2015 2014 Domestic $ (16,926 ) $ (9,022 ) $ (9,846 ) International — — — $ (16,926 ) $ (9,022 ) $ (9,846 ) |
Segment Information and Geogr27
Segment Information and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographical Data for Operations | The following represents geographical data for our operations as of and for the years ended December 31, 2016, 2015 and 2014: (in thousands) 2016 2015 2014 Revenue: United States $ 13,641 $ 10,519 $ 8,149 International 3,606 2,940 2,605 $ 17,247 $ 13,459 $ 10,754 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Major Components of Assets and Liabilities of Discontinued Operations | The major components of assets and liabilities of our discontinued operations were as follows As of December 31, (in thousands) 2016 2015 Current assets: Cash $ — $ 12,605 Accounts receivable, net — 26,441 Inventory, less allowances — 17,302 Other current assets — 12,512 Total current assets of discontinued operations $ — $ 68,860 Property, equipment and media library, net — 6,237 Goodwill and other intangibles, net — 5,497 Other assets — 3,599 Total noncurrent assets of discontinued operations $ — $ 15,333 Current liabilities: Accounts payable and accrued liabilities — 32,214 Total current liabilities of discontinued operations $ — $ 32,214 |
Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations | The income from discontinued operations amounts as reported on our consolidated statements of operations was comprised of the following amounts: Years Ended December 31, (in thousands) 2016 2015 2014 Net revenue $ 52,627 $ 174,559 $ 158,456 Cost of goods sold 32,975 100,652 91,670 Gross profit 19,652 73,907 66,786 Operating expenses 33,641 73,118 64,623 Income (loss) from operations (13,989 ) 789 2,163 Other (expense) income 234 (1,560 ) (55 ) Income (loss) before income taxes and noncontrolling interest (13,755 ) (771 ) 2,108 Income tax expense (benefit) (4,831 ) 1,222 1,219 Loss from discontinued operations attributable to the non-controlling interest, net of tax (310 ) (694 ) (959 ) Loss from the operation of discontinued operations (9,234 ) (2,687 ) (70 ) Gain on disposal of discontinued operations: Gain on sale of Gaiam Brand segment 124,826 — — Write-off of assets impacted by, but not included in sale 3,740 — — Income tax expense 14,004 — — Income (loss) from discontinued operations, net of tax $ 97,848 $ (2,687 ) $ (70 ) |
Quarterly Results of Operatio29
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | The following tables set forth our unaudited results of operations for each of the quarters in 2016 and 2015. Year 2016 Quarters Ended (in thousands, except per share data) March 31 June 30 September December Net revenue $ 3,830 $ 4,198 $ 4,462 $ 4,757 Gross profit 3,117 3,451 3,762 4,075 Loss from continuing operations (4,125 ) (3,085 ) (151 ) (3,421 ) Income (loss) from discontinued operations (3,499 ) 646 100,595 106 Net income (loss) (7,624 ) (2,439 ) 100,444 (3,315 ) Basic and diluted net income (loss) per share $ (0.31 ) $ (0.10 ) $ 6.64 $ (0.22 ) Weighted average shares outstanding - basic and diluted 24,531 24,580 15,138 15,148 Year 2015 Quarters Ended (in thousands, except per share data) March 31 June 30 September December 31 Net revenue $ 3,106 $ 3,285 $ 3,501 $ 3,567 Gross profit 2,444 2,595 2,893 2,930 Loss from continuing operations (3,036 ) (1,960 ) (660 ) (3,363 ) Income (loss) from discontinued operations (856 ) 843 (8,154 ) 5,480 Net income (loss) (3,892 ) (1,117 ) (8,814 ) 2,117 Basic and diluted net income (loss) per share $ (0.16 ) $ (0.05 ) $ (0.36 ) $ 0.09 Weighted average shares outstanding - basic and diluted 24,490 24,610 24,604 24,626 (a) During the third quarter of 2015, we focused on operating the Gaia segment profitably for a quarter. Excluding allocated corporate costs and transaction related items, we achieved profitability during this quarter of $0.2 million. |
Organization, Nature of Opera30
Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 10, 2016 | Jul. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 04, 2016 |
Restructuring Cost And Reserve [Line Items] | ||||||
Percentage of digital streaming exclusively available for subscribers | 90.00% | |||||
Entity Incorporation, Date of Incorporation | Jul. 7, 1988 | |||||
Payments of dividend, non-controlling interest | $ 1,944 | $ 486 | $ 150 | |||
Non-controlling interest decreased due to payments of dividend | $ 1,944 | |||||
Maximum number of common stock and vested stock options for tender offer | 12,000,000 | |||||
Expiration date of the offer | Jul. 1, 2016 | |||||
Stock Option [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Repurchase of common stock, per share amount | $ 7.75 | |||||
Repurchase of common stock, shares | 842,114 | |||||
Payments for repurchase of equity | $ 1,400 | |||||
Class A Common Stock [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Repurchase of common stock, per share amount | $ 7.75 | |||||
Repurchase of common stock, shares | 9,636,848 | |||||
Payments for repurchase of equity | $ 74,700 | |||||
Natural Habitat, Inc. [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Percentage of noncontrolling interest in subsidiaries | 51.40% | 51.40% | ||||
Payments of dividend, non-controlling interest | $ 4,000 | 1,000 | 300 | |||
Non-controlling interest decreased due to payments of dividend | $ 1,900 | $ 500 | $ 200 | |||
Gaiam Brand Segment [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Disposal date | Jul. 1, 2016 |
Significant Accounting Polici31
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Segmentshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | |
Significant Accounting Policies [Line Items] | |||
Amortization period description | The amortization period begins with the first month of availability on our service. | ||
Number of reporting unit | Segment | 1 | ||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Impairment of long-lived assets | 0 | 0 | 0 |
Advertising expense | $ 13,200,000 | $ 5,500,000 | $ 4,600,000 |
Defined contribution plan percentage employee's matching contribution | 50.00% | ||
Defined contribution plan maximum annual matching contribution amount | $ 1,500 | ||
Common stock shares excluded from computation of dilutive earnings per share | shares | 910,000 | 954,000 | 725,000 |
Impairment charges on cost method investments | $ 0 | $ 0 | $ 0 |
Defined Contribution Plan 401 (k) [Member] | |||
Significant Accounting Policies [Line Items] | |||
Defined contribution plan annual matching contribution amount | $ 82,000 | $ 56,000 | $ 42,000 |
Website Development Costs and Other Software [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | 3 years | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | 3 years | ||
License period or estimated useful life of media library | 12 months | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | 45 years | ||
License period or estimated useful life of media library | 90 months |
Property and Equipment - Proper
Property and Equipment - Property and Equipment, Stated at Lower of Cost or Estimated Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 4,829 | $ 4,829 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,874 | 17,699 |
Building and Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 21,703 | 22,528 |
Accumulated depreciation and amortization | (4,807) | (4,742) |
Property and equipment, net | 16,896 | 17,786 |
Website Development Costs and Other Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 4,421 | 5,002 |
Studios, Computer and Telephone Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 693 | 435 |
Media Library, Net [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,486 | 10,192 |
Software, Equipment and Media Library [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,600 | 15,629 |
Accumulated depreciation and amortization | (3,739) | (3,891) |
Property and equipment, net | $ 12,861 | $ 11,738 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Future Depreciation and Amortization (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Property Plant And Equipment [Abstract] | |
2,017 | $ 3,985 |
2,018 | 3,708 |
2,019 | 2,897 |
2,020 | 1,965 |
2,021 | 1,697 |
Thereafter | 10,676 |
Future depreciation and amortization expense | $ 24,928 |
Investments and Other Assets -
Investments and Other Assets - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2016 | |
Schedule of Cost-method Investments [Line Items] | ||
Purchase of investments | $ 10,000 | |
Colorado Corporation [Member] | ||
Schedule of Cost-method Investments [Line Items] | ||
Cost method investment, ownership percentage | 10.00% | |
Purchase of investments | $ 10,000 |
Investments and Other Assets 35
Investments and Other Assets - Schedule of Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets Noncurrent [Abstract] | ||
Cost method investments | $ 10,000 | |
Other assets | 946 | $ 1,756 |
Total other assets | $ 10,946 | $ 1,756 |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Liabilities - Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 2,054 | $ 4,187 |
Accrued compensation | 844 | 394 |
Accrued expenses | 3,774 | 1,500 |
Accounts payable and accrued liabilities | $ 6,672 | $ 6,081 |
Equity - Additional Information
Equity - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Line Items] | ||
Ownership percentage of common stock shares outstanding of chairman | 85.00% | |
Class B Common Stock Converted Into Class A Common Stock [Member] | ||
Equity [Line Items] | ||
Stock conversion ratio | 100.00% | |
Class B Common Stock [Member] | ||
Equity [Line Items] | ||
Common stock, shares outstanding | 5,400,000 | 5,400,000 |
Common stock voting rights | ten votes on all matters submitted to a vote of shareholders. | |
Class B Common Stock [Member] | Board of Directors Chairman [Member] | ||
Equity [Line Items] | ||
Ownership percentage of common stock shares outstanding of chairman | 100.00% | |
Common stock, shares outstanding | 5,400,000 | |
Class A Common Stock [Member] | ||
Equity [Line Items] | ||
Common stock, shares outstanding | 9,752,531 | 19,130,681 |
Common stock voting rights | one vote for each share held on all matters submitted to a vote of shareholders. | |
Class A Common Stock [Member] | Board of Directors Chairman [Member] | ||
Equity [Line Items] | ||
Common stock, shares outstanding | 348,682 |
Equity - Schedule of Issued Sha
Equity - Schedule of Issued Shares of Class A common stock Under 2009 Long-Term Incentive Plan (Detail) - 2009 Long-Term Incentive Plan [Member] - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items] | |||
Shares issued to employees upon exercise of stock options | 1,032,174 | ||
Class A Common Stock [Member] | Independent Directors Compensation Plan [Member] | |||
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items] | |||
Shares issued to independent directors for services rendered, in lieu of cash compensation | 18,638 | 16,887 | 19,542 |
Class A Common Stock [Member] | Stock Option [Member] | |||
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items] | |||
Shares issued to employees upon exercise of stock options | 19,060 | 33,825 | 354,926 |
Equity - Class A Common Shares
Equity - Class A Common Shares Reserved for Future Issuance (Detail) | Dec. 31, 2016shares |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 6,751,194 |
Stock Option [Member] | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 522,850 |
Restricted Stock Units [Member] | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 828,344 |
Class B Common Stock Converted Into Class A Common Stock [Member] | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 5,400,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Rate at which options vest and become exercisable per month | 2.00% | ||
Period over which options vest and become exercisable | 50 months | ||
Cash from stock options exercised | $ 1 | $ 0.2 | $ 1.8 |
Total intrinsic value of options exercised | 1.8 | 0.1 | 0.9 |
Total fair value of option vested | $ 1.3 | $ 0.9 | $ 0.6 |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise of options in year | 2,020 | ||
Vesting of RSUs in year | 2,020 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise of options in year | 2,022 | ||
Vesting of RSUs in year | 2,022 | ||
2009 Long-Term Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Plan termination date | Apr. 23, 2019 | ||
Unrecognized cost related to nonvested shared-based compensation | $ 7.3 | ||
Expected cost to be recognized over a weighted-average period | 4 years 3 months 15 days | ||
2009 Long-Term Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSUs entitle the recipient to receive one share of Class A common stock for each RSU upon vesting. The RSUs vest with cliff vesting in 5 years, provided that the recipient is still an employee or director of Gaia on such date. | ||
Restricted stock units vesting term | 5 years | ||
Restricted stock units issued | 828,344 | ||
Restricted stock units currently exercisable | 0 | ||
2009 Long-Term Incentive Plan [Member] | Class A Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares that may be issued | 3,000,000 | ||
Employee [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense related to share-based payment awards | 5 years | ||
Board Members [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense related to share-based payment awards | 5 years |
Share-Based Compensation - Vari
Share-Based Compensation - Variables Used in Black-Scholes Option Pricing Model to Determine Estimated Grant Date Fair Value for Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 36.00% | 34.00% | 48.00% |
Expected volatility, maximum | 43.00% | 50.00% | 59.00% |
Weighted-average volatility | 39.00% | 43.00% | 55.00% |
Risk-free rate, minimum | 0.54% | 0.26% | 0.14% |
Risk-free rate, maximum | 1.11% | 1.73% | 2.37% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 months 6 days | 6 months | 1 year 1 month 6 days |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 3 years 9 months 18 days | 5 years 10 months 24 days | 7 years 9 months 18 days |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity (Detail) - 2009 Long-Term Incentive Plan [Member] | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding at January 1, 2016 | 1,478,724 |
Option grants | 315,000 |
Exercised options | (1,032,174) |
Cancelled or forfeited options | (238,700) |
Outstanding at December 31, 2016 | 1,351,194 |
Exercisable options at December 31, 2016 | 121,950 |
Weighted Average Exercise Price | |
Outstanding at January 1, 2016 | $ / shares | $ 6.16 |
Option grants | $ / shares | 7.66 |
Exercised options | $ / shares | 6.01 |
Cancelled or forfeited options | $ / shares | 6.42 |
Outstanding at December 31, 2016 | $ / shares | 2.76 |
Exercisable options at December 31, 2016 | $ / shares | $ 6.35 |
Weighted Average Remaining Contractual Life (in years) | |
Outstanding at December 31, 2016 | 6 years |
Exercisable options at December 31, 2016 | 7 years 9 months 18 days |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2016 | $ | $ 7,958,325 |
Exercisable options at December 31, 2016 | $ | $ 280,553 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock unit grants | 828,344 |
Share-Based Compensation - Su43
Share-Based Compensation - Summary of Valuation Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 674 | $ 339 | $ 280 |
2009 Long-Term Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value (per share) | $ 4.92 | $ 1.86 | $ 2.98 |
Total stock-based compensation expense | $ 674 | $ 339 | $ 280 |
Total income tax impact on provision | $ 551 | $ 281 | $ 313 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
State | $ (3) | |
Total current | (3) | |
Deferred: | ||
Federal | $ (5,884) | |
State | (260) | |
Total deferred | (6,144) | |
Total income tax benefit | $ (6,144) | $ (3) |
Income Taxes - Variations from
Income Taxes - Variations from Federal Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Expected federal income tax expense (benefit) at statutory rate of 34% | $ (5,755) | $ (3,068) | $ (3,348) |
Effect of permanent other differences | 212 | 44 | |
Difference in basis for sale of discontinued operations | (347) | ||
State income tax benefit, net of federal benefit tax assets | (254) | (135) | (148) |
Valuation allowance | 3,156 | $ 3,496 | |
Total income tax benefit | $ (6,144) | $ (3) |
Income Taxes - Variations fro46
Income Taxes - Variations from Federal Statutory Rate (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Expected federal income tax expense (benefit), statutory rate | 34.00% | 34.00% | 34.00% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Accumulated Deferred Income Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets (liabilities): | ||
Stock-based compensation | $ 264 | $ 1,723 |
Depreciation and amortization | 43 | |
Depreciation and amortization | (1,896) | |
Section 181 qualified production expense | (2,550) | (3,563) |
Net operating loss carryforward | 30,727 | |
Charitable carryforward | 1,899 | |
Other | 737 | 4,108 |
Tax credits | 953 | 922 |
Valuation allowance | $ (33,920) | |
Total deferred tax liabilities, net of valuation allowance | $ (553) |
Income Taxes - Source of Income
Income Taxes - Source of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (16,926) | $ (9,022) | $ (9,846) |
Loss before income taxes | $ (16,926) | $ (9,022) | $ (9,846) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Tax benefits recorded to additional paid-in capital because of the exercise of stock options | $ 0.8 | $ 0.1 |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss | 80.7 | |
State [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss | $ 30.2 |
Segment Information and Geogr50
Segment Information and Geographic Information - Additional Information (Detail) - Segment | Jul. 02, 2016 | Jun. 30, 2016 |
Segment Reporting [Abstract] | ||
Number of reportable segments | 1 | 2 |
Segment Information and Geogr51
Segment Information and Geographic Information - Geographical Data for Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | ||||||||||||
Net revenues | $ 4,757 | $ 4,462 | $ 4,198 | $ 3,830 | $ 3,567 | $ 3,501 | $ 3,285 | $ 3,106 | $ 17,247 | $ 13,459 | $ 10,754 | |
United States [Member] | ||||||||||||
Revenue: | ||||||||||||
Net revenues | 13,641 | 10,519 | 8,149 | |||||||||
International [Member] | ||||||||||||
Revenue: | ||||||||||||
Net revenues | $ 3,606 | $ 2,940 | $ 2,605 | |||||||||
[1] | During the third quarter of 2015, we focused on operating the Gaia segment profitably for a quarter. Excluding allocated corporate costs and transaction related items, we achieved profitability during this quarter of $0.2 million. |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 02, 2016 | May 04, 2016 | Dec. 31, 2016 | Jul. 01, 2016 |
Natural Habitat, Inc. [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Percentage of noncontrolling interest in subsidiaries | 51.40% | 51.40% | ||
Gain (loss) on disposal of discontinued operations | $ 10,300 | |||
Gaiam Brand Segment [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on disposal of discontinued operations | $ 114,500 | $ 124,826 | ||
Gross sale price of assets and liabilities of discontinued operations | $ 167,000 | |||
Gaiam Brand Segment [Member] | Natural Habitat, Inc. [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of subsidiary | $ 12,850 |
Discontinued Operations - Major
Discontinued Operations - Major Components of Assets and Liabilities of Discontinued Operations (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Current assets: | |
Cash | $ 12,605 |
Accounts receivable, net | 26,441 |
Inventory, less allowances | 17,302 |
Other current assets | 12,512 |
Total current assets of discontinued operations | 68,860 |
Property, equipment and media library, net | 6,237 |
Goodwill and other intangibles, net | 5,497 |
Other assets | 3,599 |
Total noncurrent assets of discontinued operations | 15,333 |
Current liabilities: | |
Accounts payable and accrued liabilities | 32,214 |
Total current liabilities of discontinued operations | $ 32,214 |
Discontinued Operations - Incom
Discontinued Operations - Income from Discontinued Operations Amounts as Reported on Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | Jul. 02, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Loss from discontinued operations attributable to the non-controlling interest, net of tax | $ 694 | $ 959 | |||||||||||
Gain on disposal of discontinued operations: | |||||||||||||
Income (loss) from discontinued operations, net of tax | $ 106 | $ 100,595 | $ 646 | $ (3,499) | $ 5,480 | $ (8,154) | $ 843 | $ (856) | $ 97,848 | (2,687) | (70) | ||
Gaiam Brand Segment [Member] | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net revenue | 52,627 | 174,559 | 158,456 | ||||||||||
Cost of goods sold | 32,975 | 100,652 | 91,670 | ||||||||||
Gross profit | 19,652 | 73,907 | 66,786 | ||||||||||
Operating expenses | 33,641 | 73,118 | 64,623 | ||||||||||
Income (loss) from operations | (13,989) | 789 | 2,163 | ||||||||||
Other (expense) income | 234 | (1,560) | (55) | ||||||||||
Income (loss) before income taxes and noncontrolling interest | (13,755) | (771) | 2,108 | ||||||||||
Income tax expense (benefit) | (4,831) | 1,222 | 1,219 | ||||||||||
Loss from discontinued operations attributable to the non-controlling interest, net of tax | (310) | (694) | (959) | ||||||||||
Loss from the operation of discontinued operations | (9,234) | (2,687) | (70) | ||||||||||
Gain on disposal of discontinued operations: | |||||||||||||
Gain on disposal of discontinued operations | $ 114,500 | 124,826 | |||||||||||
Write-off of assets impacted by, but not included in sale | 3,740 | ||||||||||||
Income tax expense | 14,004 | ||||||||||||
Income (loss) from discontinued operations, net of tax | $ 97,848 | $ (2,687) | $ (70) | ||||||||||
[1] | During the third quarter of 2015, we focused on operating the Gaia segment profitably for a quarter. Excluding allocated corporate costs and transaction related items, we achieved profitability during this quarter of $0.2 million. |
Quarterly Results of Operatio55
Quarterly Results of Operations (Unaudited) - Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Net revenue | $ 4,757 | $ 4,462 | $ 4,198 | $ 3,830 | $ 3,567 | $ 3,501 | $ 3,285 | $ 3,106 | $ 17,247 | $ 13,459 | $ 10,754 | |
Gross profit | 4,075 | 3,762 | 3,451 | 3,117 | 2,930 | 2,893 | 2,595 | 2,444 | 14,405 | 10,862 | 8,719 | |
Loss from continuing operations | (3,421) | (151) | (3,085) | (4,125) | (3,363) | (660) | (1,960) | (3,036) | (10,782) | (9,019) | (9,846) | |
Income (loss) from discontinued operations | 106 | 100,595 | 646 | (3,499) | 5,480 | (8,154) | 843 | (856) | 97,848 | (2,687) | (70) | |
Net income (loss) | $ (3,315) | $ 100,444 | $ (2,439) | $ (7,624) | $ 2,117 | $ (8,814) | $ (1,117) | $ (3,892) | $ 87,066 | $ (11,706) | $ (9,916) | |
Basic and diluted net income (loss) per share | $ (0.22) | $ 6.64 | $ (0.10) | $ (0.31) | $ 0.09 | $ (0.36) | $ (0.05) | $ (0.16) | $ 4.39 | $ (0.48) | $ (0.41) | |
Weighted average shares outstanding - basic and diluted | 15,148 | 15,138 | 24,580 | 24,531 | 24,626 | 24,604 | 24,610 | 24,490 | 19,850 | 24,510 | 24,228 | |
[1] | During the third quarter of 2015, we focused on operating the Gaia segment profitably for a quarter. Excluding allocated corporate costs and transaction related items, we achieved profitability during this quarter of $0.2 million. |
Quarterly Results of Operatio56
Quarterly Results of Operations (Unaudited) - Quarterly Financial Data (Parenthetical) (Detail) $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Gaia Segment [Member] | |
Quarterly Financial Data [Line Items] | |
Profitability excluding allocated corporate costs and transaction related items | $ 0.2 |