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Significant Accounting Policies (Policies) | 12 Months Ended
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Dec. 31, 2012
Cash | Cash Cash represents demand deposit accounts with financial institutions that are denominated in U.S. dollars and foreign currencies. At each balance sheet date, cash on hand that is denominated in a foreign currency is adjusted to reflect the exchange rate that existed at the balance sheet date. The difference is reported as a gain or loss in our statement of operations each period. Historically, such gains or losses have been immaterial.
Concentration of Risk and Allowances for Doubtful Accounts | Concentration of Risk and Allowances for Doubtful Accounts We have concentration of credit risk in our accounts receivable because two of our top customers, Target and Walmart, accounted for 47.6% of accounts receivable, net as of December 31, 2012. These customers are major retailers in the United States to which we made significant sales during the year-end holiday season. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We make estimates of the collectibility of our accounts receivable by analyzing historical bad debts, specific customer creditworthiness, and current economic trends. The allowance for doubtful accounts was $0.7 million and $0.9 million as of December 31, 2012 and 2011, respectively. If the financial condition of our customers were to deteriorate such that their ability to make payments to us was impaired, additional allowances could be required.
Product Returns | Product Returns We record allowances for product returns to be received in future periods at the time we recognize the original sale. We base the amounts of the returns allowances upon historical experience and future expectations.
Inventory | Inventory Inventory consists primarily of finished goods held for sale and is stated at the lower of cost (first-in, first-out method) or market. We identify the inventory items to be written down for obsolescence based on the item’s current sales status and condition. We write down discontinued or slow moving inventories based on an estimate of the markdown to retail price needed to sell through our current stock level of the inventories. As of December 31, 2012 and 2011, we estimated obsolete or slow-moving inventory to be $1.6 million and $0.9 million, respectively.
Advertising Costs | Advertising Costs Deferred advertising costs relate to the preparation, printing, advertising and distribution of infomercials and catalogs. We defer such costs for financial reporting purposes until the catalogs and infomercials are distributed and advertised, and then we amortize these costs over succeeding periods on the basis of estimated direct relationship sales. We amortize our seasonal catalogs within six months. Forecasted sales are the principal factor we use in estimating the amortization rate. We expense other advertising and promotional costs as incurred. Amounts recorded as advertising expense were $25.5 million, $27.2 million, and $37.7 million for the years ended December 31, 2012, 2011, and 2010, respectively, and we include these amounts in selling and operating expense. We record sales discounts or other sales incentives as a reduction to revenue. We identify and record as part of selling and operating expense any cooperative advertising expenses we pay, which are for advertisements meeting the separable benefit and fair value tests, as part of selling and operating expense.
Advances | Advances Advances represent amounts prepaid to studio and content producers for which we provide media distribution services and to talent involved with our media productions. Such advances are recoupable against future fees owed to the respective studio or content producer based upon the terms of their agreements. At December 31, 2012, we have media distribution agreements that require us to make future guaranteed advances as follows (in thousands):
2013 |  | $ | 7,892 |
2014 |  |  | 2,150 |
2015 |  |  | 240 |
|  | $ | 10,282 |
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 three to forty-five 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.
Investments | Investments We account for investments in limited liability companies in which we have the ability to exercise significant influence or control, or in which we hold a five percent or more membership interest, under the equity method. We account for investments in corporations in which we have the ability to exercise significant influence or control, or in which we hold a twenty percent or more ownership, under the equity method. Under the equity method, we record our share of the income or losses of the investment by increasing or decreasing the carrying value of our investment and recording the income or expense through the consolidated statement of operations. Under the cost method of accounting, we carry investments in private companies at cost and adjust only for other-than-temporary declines in fair value. We include investments under the cost method in notes receivable and other assets.
Purchase Accounting | Purchase Accounting We account for the attainment of a controlling interest in a business using the acquisition method. In determining the estimated fair value of certain acquired assets and liabilities, we make assumptions based upon many different factors, such as historical and other relevant information and analyses performed by independent parties. Assumptions may be incomplete, and unanticipated events and circumstances may occur that could affect the validity of such assumptions, estimates, or actual results.
Media Library | Media Library Our media library asset represents the estimated fair value of our library of produced videos acquired through business combinations, the purchase price of media rights to both video and digital titles, and the capitalized cost to produce media products, all of which we market to retailers and our direct customers. We have presented the media library net of accumulated amortization of approximately $30.1 million and $27.5 million at December 31, 2012 and 2011, respectively, which is being amortized over the estimated useful life of the titles, which range from five to fifteen years. Additionally, during 2013 we anticipate incurring approximately $10.0 million in royalties related to acquired and produced media content. Media library production costs consist of costs incurred to produce the media content, net of accumulated amortization. We recognize these costs, as well as participation costs, as expenses on an individual title basis equal to the ratio that the current year’s gross revenues bear to our estimate of total ultimate gross revenues from all sources to be earned over a maximum seven-year period. We state capitalized production costs at the lower of unamortized cost or estimated fair value on an individual title basis. We continually review revenue forecasts, based primarily on historical sales statistics, and revise these forecasts when warranted by changing conditions. When estimates of total revenues and other events or changes in circumstances indicate that a title has an estimated fair value that is less than its unamortized cost, we recognize an impairment loss in the current period for the amount by which the unamortized cost exceeds the title’s estimated fair value. During 2012, capitalized production cost for released titles was approximately $1.2 million, and for those titles not yet released was approximately $0.1 million. Additionally, as of December 31, 2012, we estimate that approximately $5.1 million or 54.5% of the unamortized costs for released titles will be amortized during 2013, and approximately 86.1% of the unamortized costs for released titles will be amortized within the next three years. Accumulated amortization for produced media content at December 31, 2012 and 2011 was approximately $16.2 million and $15.0 million, respectively. Amortization expense for produced media content for the years ended December 31, 2012, 2011 and 2010 was $1.2 million, $1.2 million and $1.7 million, respectively. Our acquired media rights have $3.6 million of remaining unamortized costs as of December 31, 2012 that will be amortized on a straight-line basis over 12 to 84 months. Amortization expense for acquired and purchased media rights for the years ended December 31, 2012, 2011, and 2010 was $1.5 million, $1.9 million, and $1.3 million, respectively. Based upon the acquired media titles and rights at December 31, 2012, we expect the annual amortization expense for the next five years to approximate $2.6 million per annum. Based on total media library costs at December 31, 2012 and assuming no subsequent impairment of the underlying assets or a material increase in the video productions or media acquired, we expect the amortization expense for the next five years to be approximately $0.7 million per annum.
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. Our other intangibles mainly consist of customer and marketing related assets. We review goodwill for impairment annually or more frequently if impairment indicators arise on a reporting unit level. 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 reporting unit is less than its carrying amount. If it is determined that the fair value for a reporting unit is more likely than not greater than the carrying amount for that reporting unit, 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 a reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, we consider the goodwill of the reporting unit not impaired. If the carrying amount of a reporting unit 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. The following table sets forth the changes in goodwill for the period December 31, 2010 through December 31, 2012 by segment.
(in thousands) |  | Direct to Consumer Segment |  |  | Business Segment |  |  | Solar Segment |  |  | Total |
Balance at December 31, 2010 |  | $ | 2,673 |  |  | $ | 22,456 |  |  | $ | 732 |  |  | $ | 25,861 |
Acquisitions |  |  | — |  |  |  | — |  |  |  | 19,153 |  |  |  | 19,153 |
Impairment losses recognized |  |  | — |  |  |  | (22,456 | ) |  |  | — |  |  |  | (22,456 | )
Deconsolidation of subsidiary |  |  | — |  |  |  | — |  |  |  | (19,885 | ) |  |  | (19,885 | )
Balance at December 31, 2011 |  |  | 2,673 |  |  |  | — |  |  |  | — |  |  |  | 2,673 |
Acquisitions |  |  | — |  |  |  | 6,732 |  |  |  | — |  |  |  | 6,732 |
Balance at December 31, 2012 |  | $ | 2,673 |  |  | $ | 6,732 |  |  | $ | — |  |  | $ | 9,405 |
The following table represents our other intangibles subject to amortization by major class as of December 31, 2012 and 2011.
|  | As of December 31, |
(in thousands) |  | 2012 |  |  | 2011 |
Customer related: |  |  |  |  |  |  |  |
Gross carrying amount |  | $ | 9,514 |  |  | $ | 914 |
Accumulated amortization |  |  | (3,910 | ) |  |  | (426 | )
|  | $ | 5,604 |  |  | $ | 488 |
Marketing related: |  |  |  |  |  |  |  |
Gross carrying amount |  | $ | 576 |  |  | $ | 576 |
Accumulated amortization |  |  | (572 | ) |  |  | (495 | )
|  | $ | 4 |  |  | $ | 81 |
The amortization periods range from 24 to 84 months. Amortization expense for the years ended December 31, 2012 and 2011 was $3.5 million and $0.4 million, respectively. Based on the December 31, 2012 balance of other intangibles, we estimate amortization expense to be $2.7 million for 2013, $1.6 million for 2014, $0.9 million for 2015, $0.3 million for 2016, and $0.1 million thereafter.
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.
Participations Payable | Participations Payable Participations payable represents amounts owed to studios/content producers for which we provide media distribution services and to talent involved with our media productions.
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 | Revenue Presently, revenue primarily consists of sales of products, media licensing, and media distribution. We recognize revenue from the sale of products and the licensing of media when the following four basic criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. We recognize distribution fees from our Gaiam Vivendi Entertainment business and certain other media distribution arrangements on a net revenue basis. For these media distribution sales, we do not take title to the related product sold as the inventory is owned by the studio or content producers and sold by us under distribution agent agreements. We recognize amounts billed to customers for postage and handling as revenue at the same time we recognize the revenue arising from the product sale. We present revenue net of taxes collected from customers. Prior to 2012, we also recognized revenue from Real Goods Solar’s energy integration fixed price contracts. For energy system installations of less than 100 kilowatts, we recognized revenue when the installation was substantially complete, determined based on departure from the job site following completion of the installation or passing of building inspection, while for energy system installations equal to or greater than 100 kilowatts, we recognized revenue on a percentage-of-completion basis, with the extent of progress towards completion measured by the cost to cost method.
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 or over a service period. We use the Black-Scholes option valuation model to estimate the fair value of the award. In estimating this fair value, we use certain assumptions, as disclosed in Note 11. Share-Based Compensation, 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 components 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, and during the year ended December 31, 2012, we made matching contributions of $0.2 million to the 401(k) plan.
Foreign Currency Translation | Foreign Currency Translation Our foreign subsidiaries use their local currency as their functional currency. We translate assets and liabilities into U.S. dollars at exchange rates in effect at the balance sheet date. We translate income and expense accounts at the average monthly exchange rates during the year. We record resulting translation adjustments, net of income taxes, as a separate component of accumulated other comprehensive income.
Comprehensive Income (Loss) | Comprehensive Income (Loss) Our comprehensive income (loss) is comprised of our net income (loss), noncontrolling interest net income (loss), and foreign currency translation adjustments, net of income taxes. The tax effects allocated to our other comprehensive income (loss) component, foreign currency translation, were as follows:
|  | For the Years Ended December 31, |
(in thousands) |  | 2012 |  |  | 2011 |  |  | 2010 |
Before-tax amount |  | $ | 14 |  |  | $ | (3 | ) |  | $ | 83 |
Tax expense (benefit) |  |  | 4 |  |  |  | (1 | ) |  |  | 25 |
Net-of-tax amount |  | $ | 10 |  |  | $ | (2 | ) |  | $ | 58 |
Net Income (Loss) Per Share Attributable To Gaiam, Inc. Common Shareholders | Net Income (Loss) Per Share Attributable To Gaiam, Inc. Common Shareholders Basic net income (loss) per share attributable to Gaiam, Inc. common shareholders excludes any dilutive effects of options. We compute basic net income (loss) per share attributable to Gaiam, Inc. common shareholders using the weighted average number of common shares outstanding during the period. We compute diluted net income (loss) per share attributable to Gaiam, Inc. common shareholders using the weighted average number of common shares and common stock equivalents outstanding during the period. We excluded weighted average common stock equivalents of 1,387,000, 1,306,000 and 416,000 from the computation of diluted net income (loss) per share attributable to Gaiam, Inc. common shareholders for 2012, 2011 and 2010, respectively, because their effect was antidilutive. The following table sets forth the computation of basic and diluted net income (loss) per share attributable to Gaiam, Inc. common shareholders:
|  | For the Years Ended December 31, |
(in thousands, except per share data) |  | 2012 |  |  | 2011 |  |  | 2010 |
Numerator for basic and diluted net income (loss) per share attributable to Gaiam, Inc. common shareholders |  | $ | (12,882 | ) |  | $ | (24,872 | ) |  | $ | 4,275 |
Denominator: |  |  |  |  |  |  |  |  |  |  |  |
Weighted average shares for basic net income (loss) per share attributable to Gaiam, Inc. common shareholders |  |  | 22,703 |  |  |  | 23,126 |  |  |  | 23,226 |
Effect of dilutive securities: |  |  |  |  |  |  |  |  |  |  |  |
Weighted average of common stock and stock options |  |  | — |  |  |  | — |  |  |  | 157 |
Denominators for diluted net income (loss) per share attributable to Gaiam, Inc. common shareholders |  |  | 22,703 |  |  |  | 23,126 |  |  |  | 23,383 |
Net income (loss) per share attributable to Gaiam, Inc. common shareholders—basic |  | $ | (0.57 | ) |  | $ | (1.08 | ) |  | $ | 0.18 |
Net income (loss) per share attributable to Gaiam, Inc. common shareholders—diluted |  | $ | (0.57 | ) |  | $ | (1.08 | ) |  | $ | 0.18 |
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.

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