UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 7, 2013
GAIAM, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado | 0-27517 | 84-1113527 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
833 W. South Boulder Road, Louisville, CO 80027-2452
(Address of Principal Executive Offices)
Registrants telephone number, including area code: (303) 222-3600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 2 Financial Information
Item 2.02 | Results of Operations and Financial Condition |
On May 7, 2013, Gaiam, Inc. issued a press release announcing results for its first quarter ended March 31, 2013. A copy of the press release is attached as Exhibit 99.1.
This Current Report on Form 8-K and the earnings press release attached hereto are being furnished by Gaiam to Item 2.02 Results of Operations and Financial Condition. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Registrants filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.
Section 9 Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description of Exhibit | |
99.1 | Press Release issued by Gaiam on May 7, 2013. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GAIAM, INC.
| ||
By: |
/s/ Stephen J. Thomas | |
| ||
Stephen J. Thomas | ||
Chief Financial Officer |
Date: May 7, 2013
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Exhibit Index
Exhibit No. |
Description of Exhibit | |
99.1 | Press Release issued by Gaiam on May 7, 2013. |
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Exhibit 99.1
GAIAM FIRST QUARTER REVENUE RISES 19.6% TO $56.6 MILLION
- Internal Revenue Growth of $3.1 Million or 6.6% -
- Cash Flow Provided by Operations Improves $7.0 Million -
BOULDER, CO, May 7, 2013 Gaiam, Inc. (NASDAQ: GAIA), a lifestyle media company, today reported financial results for the first quarter ended March 31, 2013.
Conference Call: Gaiam is hosting a conference call today, May 7, 2013, beginning at 2:30 p.m. MT (4:30 p.m. ET). The conference call dial-in numbers are (212) 231-2937 or (415) 226-5361. Questions will be reserved for analysts and investors.
2013 First Quarter Financial Results Highlights
| Net revenue increased $9.3 million, or 19.6%, to $56.6 million and includes internal revenue growth of 6.6%, or $3.1 million. |
| Gross profit increased $5.1 million, or 18.8%, to $32.2 million. |
| Operating income improved by $1.5 million to $0.2 million. |
| Cash flow provided by operations improved by $7.0 million year-over-year. |
Lynn Powers, Chief Executive Officer of Gaiam, commented, Gaiams operating results for the first quarter of 2013 included approximately 21% year-over-year internal revenue growth for the business segment, as well as solid revenue improvements in the core e-commerce, catalog and travel businesses, as compared to the prior year period. Including the Vivendi Entertainment acquisition, the business segments revenues increased approximately 45%. Gaiams revenue increases from these operations more than offset a year-over-year decline in direct response television marketing revenue, which faced a challenging comparison with the exceptional year-ago results.
Our business segment revenue continues to benefit from the growing content library of Gaiam Vivendi Entertainment following its acquisition late in the first quarter last year as well as strong sales from the Gaiam and Gaiam Restore branded products. We are also encouraged by the progress in our direct to consumer segment, as the recent repositioning of our Gaiam Brands initiatives continue to be favorably received as reflected in the 4.3% year-over-year improvements in catalog and e-commerce revenue on a 15% decline in catalog circulation.
1
2013 First Quarter Financial Review
The table below summarizes the Companys 2013 and 2012 first quarter results:
For the Quarter Ended March 31, |
||||||||
(in millions, except per share data) |
2013 | 2012 | ||||||
Net revenues |
$ | 56.6 | $ | 47.3 | ||||
Gross profit |
32.2 | 27.1 | ||||||
Operating expenses |
32.1 | 28.4 | ||||||
Operating income (loss) |
0.2 | (1.3 | ) | |||||
Loss from equity method investment in RSOL |
| (0.7 | ) | |||||
Net loss attributable to Gaiam |
(0.3 | ) | (1.2 | ) | ||||
Net loss per share attributable to Gaiam, Inc. shareholders |
(0.01 | ) | (0.05 | ) |
In the quarter ended March 31, 2013, net revenue rose 19.6% to $56.6 million, compared to net revenue of $47.3 million in the prior-year period. Net revenue for the Companys business segment increased $11.5 million, or 44.7%, to $37.3 million for the first quarter of 2013, inclusive of internal revenue growth of 21.0% (which excludes revenue related to the acquisition of Vivendi Entertainment late in the 2012 first quarter). Revenue for the direct to consumer segment was $19.4 million in the 2013 first quarter, compared to $21.6 million for the prior year quarter. The decrease in direct to consumer revenue primarily reflects the return to historical quarterly sales levels for the Companys direct response television marketing business, compared to the first quarter of 2012, which benefited from very high sales volumes of the Jillian Michaels Body Revolution media fitness program following its introduction early in 2012. Revenues generated by the Companys catalog and e-commerce businesses increased $0.2 million, or 4.3%, compared to the year-ago quarter.
Gross profit for the 2013 first quarter increased $5.1 million to $32.2 million, or 56.9% of net revenue, compared to gross profit of $27.1 million, or 57.3% of net revenue, in the first quarter of 2012. The decrease in gross margin primarily reflects lower net revenues in the higher margin direct response television marketing business, partially offset by the 100% margin (net fee revenue) of the Gaiam Vivendi Entertainment business.
Operating expenses were $32.1 million, or 56.6% of net revenue, in the 2013 first quarter period, compared to $28.4 million, or 60.0% of net revenue, in the first quarter of 2012. Included in operating expenses for the 2013 first quarter is $0.4 million of non-cash amortization expense related to the Gaiam Vivendi Entertainment acquisition, with no such similar expense in the prior-year period.
Operating income for the three months ended March 31, 2013 was $0.2 million, compared to a loss of $1.3 million in the first quarter of 2012.
Gaiam reported a net loss for the 2013 first quarter of $0.3 million, or $0.01 per share, compared to a net loss of $1.2 million, or $0.05 per share, for the first quarter of 2012.
Cash flow provided by operations increased $7.0 million to $6.2 million in the first quarter of 2013 from cash flow used in operations of $0.8 million in the prior year period.
Jirka Rysavy, Chairman of Gaiam, commented, We are pleased with our continued top line internal growth and overall net revenue improvement on the back of solid results from our Vivendi Entertainment acquisition last year, as well as with the significant improvement in our cash flows provided by operations.
Following the completion of todays conference call, a replay will be available until May 14, 2013 by dialing (800) 633-8284 or (402) 977-9140, passcode: 21655809.
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About GAIAM
Gaiam, Inc. (NASDAQ: GAIA) is a leading producer and marketer of lifestyle media and fitness accessories. With a wide distribution network that consists of over 60,000 retail doors, 15,000 store within stores, and 6,000 media category management locations, and a digital distribution platform, Gaiam is dedicated to providing solutions for healthy and eco-conscious living. The Company dominates the health and wellness category and releases non-theatrical programming focused on family entertainment and conscious media. In addition, Gaiam has exclusive licensing agreements with Discovery Communications and other licensing partners. For more information about Gaiam, please visit www.gaiam.com or call 1.800.869.3603.
This press release includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as expect, intend, believe, will, should or comparable terminology or by discussions of strategy. While Gaiam believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, introduction of new products and services, completion and integration of acquisitions, the possibility of negative economic conditions, and other risks and uncertainties included in Gaiams filings with the Securities and Exchange Commission. Gaiam assumes no duty to update any forward-looking statements.
Contact: Steve Thomas Chief Financial Officer Gaiam, Inc. (303) 222-3782 / steve.thomas@gaiam.com |
Joseph N. Jaffoni, Norberto Aja, Richard Land JCIR (212) 835-8500 / gaia@jcir.com |
- Financial tables follow -
3
GAIAM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Three Months Ended | Three Months Ended | |||||||||||||||
March 31, 2013 | March 31, 2012 | |||||||||||||||
Net revenue |
$ | 56,633 | 100.0 | % | $ | 47,333 | 100.0 | % | ||||||||
Cost of goods sold |
24,428 | 43.1 | % | 20,227 | 42.7 | % | ||||||||||
|
|
|
|
|||||||||||||
Gross profit |
32,205 | 56.9 | % | 27,106 | 57.3 | % | ||||||||||
Selling and operating |
28,229 | 49.8 | % | 24,161 | 51.1 | % | ||||||||||
Corporate, general and administration |
3,825 | 6.8 | % | 2,573 | 5.4 | % | ||||||||||
Acquisition-related costs |
| | % | 1,667 | 3.5 | % | ||||||||||
|
|
|
|
|||||||||||||
Income (loss) from operations |
151 | 0.3 | % | (1,295 | ) | -2.7 | % | |||||||||
Interest and other income (expense) |
(229 | ) | -0.4 | % | 56 | 0.1 | % | |||||||||
Loss from equity method investment |
| | % | (696 | ) | -1.5 | % | |||||||||
|
|
|
|
|||||||||||||
Loss before income taxes |
(78 | ) | -0.1 | % | (1,935 | ) | -4.1 | % | ||||||||
Income tax expense (benefit) |
144 | 0.3 | % | (637 | ) | -1.3 | % | |||||||||
|
|
|
|
|||||||||||||
Net loss |
(222 | ) | -0.4 | % | (1,298 | ) | -2.8 | % | ||||||||
Net (income) loss attributable to the noncontrolling interest |
(54 | ) | -0.1 | % | 79 | 0.2 | % | |||||||||
|
|
|
|
|||||||||||||
Net loss attributable to Gaiam, Inc. |
$ | (276 | ) | -0.5 | % | $ | (1,219 | ) | -2.6 | % | ||||||
|
|
|
|
|||||||||||||
Weighted-average shares outstanding: |
||||||||||||||||
Basic |
22,732 | 22,698 | ||||||||||||||
Diluted |
22,732 | 22,698 | ||||||||||||||
Net loss per share attributable to Gaiam, Inc. common shareholders: |
||||||||||||||||
Basic |
$ | (0.01 | ) | $ | (0.05 | ) | ||||||||||
Diluted |
$ | (0.01 | ) | $ | (0.05 | ) |
4
GAIAM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
March 31, 2013 |
December 31, 2012 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | 7,117 | $ | 9,858 | ||||
Accounts receivable, net |
43,691 | 57,533 | ||||||
Inventory, less allowances |
28,588 | 29,840 | ||||||
Deferred advertising costs |
3,832 | 4,324 | ||||||
Deferred tax assets |
7,747 | 9,129 | ||||||
Receivable from equity method investee |
45 | 64 | ||||||
Advances |
15,233 | 13,197 | ||||||
Other current assets |
2,651 | 2,463 | ||||||
|
|
|
|
|||||
Total current assets |
108,904 | 126,408 | ||||||
Property and equipment, net |
23,884 | 23,998 | ||||||
Media library, net |
12,928 | 13,090 | ||||||
Deferred tax assets |
16,051 | 14,692 | ||||||
Goodwill |
10,011 | 9,405 | ||||||
Other intangibles, net |
5,292 | 5,608 | ||||||
Other assets |
682 | 661 | ||||||
|
|
|
|
|||||
Total assets |
$ | 177,752 | $ | 193,862 | ||||
|
|
|
|
|||||
Liabilities and Equity |
||||||||
Current liabilities: |
||||||||
Line of credit |
$ | 8,328 | $ | 16,231 | ||||
Accounts payable |
29,029 | 26,738 | ||||||
Participations payable |
16,172 | 28,046 | ||||||
Accrued liabilities |
4,940 | 3,975 | ||||||
|
|
|
|
|||||
Total current liabilities |
58,469 | 74,990 | ||||||
Total equity |
119,283 | 118,872 | ||||||
|
|
|
|
|||||
Total liabilities and equity |
$ | 177,752 | $ | 193,862 | ||||
|
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|
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