Ladies and gentlemen, thank you for standing by and welcome to the Gaiam Q1 2012 Conference Call. [Operator instructions] As a reminder this conference is being recorded Wednesday, May 9, 2012. I would now like to turn the conference over to Norberto Aja, Investor Relations. You may begin, sir.

Welcome to our Q1 2012 conference call. Joining me on the call today is Gaiam’s Chairman, Jirka Rysavy; Lynn Powers, Gaiam’s CEO; and Steve Thomas, Gaiam’s CFO. Before we get started, however, I would like to take a minute to read over the Safe Harbor language. The following constitutes the Safe Harbor Statement of the Private Securities Litigation Reform Act of 1995. Except for historic information contained herein, the matters discussed on this call are forward-looking statements that involve risk and uncertainties, including, but not limited to, general business conditions, integration of acquisitions, the timely development of new business, the impact of competition, and other risks detailed from time to time in the company’s SEC filings. The company does not undertake any obligation to update the forward-looking statements. With this I would now like to turn the call over to Gaiam’s Chairman, Jirka Rysavy. Please go ahead, sir.

Thank you, Norberto, and good afternoon, everyone. 2012 started for us on a positive note. Revenue for the quarter increased 26%, to $47.3 million. Internal revenue growth was a strong 25%, the direct segment growing organically by 19% and the business segment, by 30%. Gross profit rose over 30% to $27.1 million, with the gross margin improving 150 basis points at the same time as our overall expenses decreased 350 basis points, driving a $2 million improvement on operation income. The operating income improved from a loss of $1.6 million to earnings of $0.4 million and EBITDA to $2.6 million from a loss of $49,000 in the first quarter 2011. Net income for the quarter was $0.5 million, or $0.02 per share, as compared to a loss of $1 million, or $0.04 per share, in the same quarter last year. These comparisons of what I just quoted assumed the deconsolidation of Real Goods Solar at the beginning of 2011 and also omit the onetime acquisition-related dividend charge. Our first quarter operations results were pretty much independent of any contribution from Vivendi Entertainment, which we acquired on March 28 and which contributed only, like, $300,000 for the revenue into this Q1. We have recorded a one-time charge of $1.7 million for the Vivendi acquisition, reflecting primarily the banking, legal and audit fees. The combination of our trade businesses with Vivendi positions us as the largest independent and third largest overall non-theatrical media distributor in the United States, behind Warner and Disney. We expect Vivendi to contribute approximately $25 million in revenue and about an equal amount in gross profit for the next 12 months. We are obviously happy with our strong quarter results, and especially because we achieved it while executing on our previously announced expansion of Gaiam brand to apparel, skincare, and media subscriptions. During the quarter, also, our Gaiam branded store-in-store presentation grew to almost 15,000 doors. In summary, the results of Q1 provide us with added confidence that we’re going to meet our expectation of mid-teens internal growth revenue for the year, which should bring Gaiam revenue, excluding the deconsolidated Real Goods Solar contribution, to approximately $200 million plus the additional 9 months’ revenue from the Vivendi acquisition, which is up from $165 million in 2011, not counting Real Goods. So the Real Goods Solar, which we have recently deconsolidated for accounting purposes, is also expected to grow organically very strong, about 20%, and to about $145 million for the year, for 2012, which is up from $109 million in 2011. As we reported, there were $122 million if you count pro forma full-year revenue for acquisition of Alteris, which was done in second quarter in 2011. And with that, I’d like to turn it over to Steve, who will give you an accounting review of financials for the quarter. Steve?

Thank you, Jirka. Let me spend a few moments reviewing our financial results in order to offer some additional perspective to our performance in the quarter. As a reminder, we converted our Real Goods Solar Class B shares to Class A shares on December 31, 2011, reducing our ownership in Real Goods to 38%. From a reporting standpoint, Real Goods Solar results are deconsolidated and are now shown as an equity line in our financials. All the numbers and prior-period comparisons we will discuss today and going forward will exclude contributions from Real Goods Solar. Beginning with the income statement, first quarter net revenue was $47.3 million in Q1 2012 compared to $37.4 million for the first quarter of 2011. Net revenue from our Business segment increased 32% to $25.8 million compared to the year-ago period, driven by our success in the target media aggregator business as well as growth in our core business at large retailers, including Target, Amazon and Wal-Mart. Net revenue for our Direct-to-Consumer segment increased 20% to $21.5 million in the first quarter on the back of our ability to reposition the business, including our success with the Jillian Michaels program. Gross profit increased to $27.1 million for the first quarter of 2012 from $20.8 million during the comparable quarter last year. Gross profit as a percentage of net revenue increased 160 basis points to 57.3% from 55.7% during the same quarter last year. The improvement in gross margin primarily resulted from increased sales in the higher-margin Direct-Response Television business. Moving down the income statement, selling and operating expense increased in the quarter to $24.2 million from $20.1 million in Q1 2011, decreasing 270 basis points to 51.1% of net revenue versus 53.8% during the same period last year. The 270 basis-point improvement was primarily the…

Thanks, Steve. We’re pleased by our first quarter results and confident in our performance for the balance of the year. We continue to focus our attention on growing our 3 core businesses: the Gaiam brand, distribution and licensing, and subscription services. I’d like to start by reviewing our business segment, which I’m happy to say is up 30%, excluding any revenue from Vivendi, when compared to Q1 2011. The acquisition of Vivendi Entertainment from Universal Music Group not only brings additional sales volume of approximately 20 million units and expected net revenue and gross margin of approximately $25 million annually, it also provides the scale to position Gaiam Vivendi as the largest independent and third-largest overall media distributor in the United States for non-theatrical content, with over 7,000 titles and the only independent with direct relationships with Target, Wal-Mart, Kmart and all meaningful digital retailers. This is important because as DVD volumes decline, operational efficiencies will help offset that top line headwind and become a crucial competitive differentiator. This acquisition will provide us with larger economies of scale from which to leverage our operating structure and increase the depth of many of our relationships with content creators and retail partners that will help us drive our Media Content Distribution business and the overall visibility of Gaiam. It will help us reduce third-party distribution costs, lower post-production and digital distribution costs, and to eliminate a significant amount of redundant overhead, replication, warehousing, and other costs. We expect operating margins will benefit this year from operational synergies and I’m particularly pleased with the seamless integration between Gaiam and Vivendi Entertainment to date. The acquisition also gives us a unique position in market share. According to Nielsen’s Video Scan for the first quarter, Gaiam Vivendi remained at the top of the charts in…

[Operator instructions] Our first question comes from the line of Mark Argento from Craig-Hallum Capital.

It sounds like you saw pretty good results on the retail side of the business. Can you talk a little bit about in-stock rates and the growth you saw in the quarter? Does that kind of backfill lower inventories? What’s your expectations on that channel for the rest of the year?

Mark, particularly at our largest retailers. we saw, like I said, between a 20% and 50% plus increase in revenue in the quarter, and we saw that not only in our revenue but also in the point-of-sale revenue. They definitely had better in-stock positions than what we saw last year, but we also just see a greater acceptance to many of our new products. So we expect that to continue for the balance of the year.

That’s good to hear. And then in terms of the Vivendi business, you mentioned $25 million over the next 12 months. Is that business highly seasonal, and so should we assume that the $25 million, we should probably include -- instead of just taking 75% of that we should include a little more, because we’re taking Q4 and the seasonal period in the 2012 numbers?

It’s definitely a seasonal business as our business is a seasonal business, which is heavily fourth-quarter-loaded. However, they did have a very good first quarter as well.

And then in terms of, it sounds like, 100% gross margin, what kind of expenses should we put against that business? In other words, what kind of operating margin should we be thinking of when we model that?

I think in the last call we talked about between synergies and operating margins we projected an EBITDA of around $10 million annualized.

Okay, annualized, all right. And then on the subscription side of the house, you spent a lot of time and money on Gaiam TV. It sounds like you’ve got some other more direct potential clubs that you’re going to launch. Are we – have you spent – you've got the tail end of the spending on Gaiam TV or do you still see incremental spend there? And then what type of go-to-market strategy or marketing, customer-acquisition profile or business model are you going to use there?

So for our beta stage, we recently added, too, all Android app-based phones and also international while we were in beta. So recently we’ve been out of beta and we’ll be kind of re-launching the site in kind of early July. And so far the results are actually very encouraging. We’re kind of going at an expected conversion from – we have a 10-day free trials to the subscription. I was kind of feeling that if we get 20%, we’d be happy. Now we’re kind of thinking we’re going to be north of 50%. And we’re actually currently running over 70% conversion, but because we right now have a beta focus, mostly, on our internal people, I expect that will come down, but it’s 3x as good as when we thought about it when we kind of put the beta up. So that’s kind of the most important launch – I mean, part. From the titles Lynn mentioned we have about 3,000 exclusive titles live. There's probably 95% of the titles are exclusive for streaming. There’s a few titles that you can also see on Netflix, but it’s probably less than 100 or somewhere in that range of the 3,000 currently. And we also already have more than an additional thousand in various stages of transcoding, putting on the site, so we should have, when we take beta out over 4,000 titles. And that’s also, obviously, causing by adding more titles and cleaning the offerings, our retention, as far as we can tell, because it's way too early. But it’s climbing every week, so it’s also kind of a good point. And so I believe that the big technical spend would be done pretty soon and then it will be more about marketing.

And in terms of the multi-subscription rates, is it going to be a flat rate or are you going to have a tiered pricing model?

For right now it’s $10 a month pretty much. Pretty much all our subscribers are in $10 a month.

And then in terms of the Gaiam TV, that’s a subscription service but you’re going to also have various titles available on Gaiam TV. Do you have those available on all the different platforms like Netflix and some others, the streaming services? And is that a per – go ahead.

No, Mark. What we have are exclusive titles, with none of them except the 100 will be on Netflix. You can buy them in services like iTunes or Amazon.

Yes, iTunes, VUDU, Amazon and then a couple of them would be on Netflix, like Jirka said, like 100 titles that we overlap. But other than that, Gaiam titles are only through download-to-own.

Got you. And then ultimately, I know one of the ideas over time was since you guys are shipping 20 million discs or whatever the number is now a year, there’s a lot of collateral opportunity to market the Gaiam TV product. Have you thought anything more about including any marketing collateral within any of the DVDs or on your fitness or yoga products?

Yes, it’s a linking and can you be a little bit more specific? But I think we’re kind of having right now pretty much all the new discs as they duplicate it, we kind of have a Gaiam TV offering, but we’re not taking out of inventory what was printing, so we’re just adding when we run our inventory. The Gaiam TV will be on pretty much all the discs when it makes sense, because on some discs it kind of doesn’t really fit. But all the things where it would make sense, we’d clearly be doing it, and it’s in a process. We started doing it, already, a few months ago, so it’s in process, but we also wanted to get them before we started to have a Gaiam more stabilized so we know what we were going to promote because some of these discs, physical discs, might sit in stores for a while; and on digital, it’s much easier to change it if you do the digital sales. We include a promo that’s different, but the DVDs, once they get to the stores you never know how they look -- a lot of them just sit there. But I don’t know, Lynn, how far is this process, would you say?

The way we’re approaching it, Mark, is anytime we are reordering a Gaiam DVD we will put the promo on a master and duplicate based on having the promo on the master. And anything that we’re producing on our own will definitely have the Gaiam promo. So you should start seeing it in the stores soon.

[Operator instructions] Our next question is from the line of Robert Routh from Phoenix Partners Group.

A couple quick questions. First, as far as this new facility you’re putting in place or you’re looking to put in place, can you give us any sense as to how big you’re looking and what the rate is you think you can get, given how low interest rates are and given how asset rich you are? I’d think you can get a pretty good deal but at a low rate, but just for modeling purposes what are we looking at, say, if you get what you want in a year on that perspective? And then I have a follow-up to that.

Yes, as far as size, Mark (sic) [Robert], it’s in the neighborhood of 2x what we currently have and as far as rates, we’re very happy with the proposed rate and it’s a market rate.

Okay, fair enough. And as far as other opportunities, obviously you guys are doing a lot of stuff, but the company still is a little confusing given its size and the different businesses you’re in. When you look at the media business and then you look at the other side of the business, as opposed to direct to consumer and business, how do you think investors should be looking at it, more as a media company or more as a consumer products company? How internally do you look at yourselves, given the Vivendi Entertainment acquisition, how much that’s going to add in the high margin there?

You should look at it as a branded company. That’s how we look at ourselves. We’re a brand.

And when you look at the media business, Rob, you’ll also see that the studio partners that we have are brands within themselves. That’s what we’re really good at. We know how to build brands, and whether it’s our alternative distribution channels or our ability to build out a store-within-store and create a home for that consumer to find that brand, that’s what’s going to be a real push for us to bring on large studio brands and help them to build that presence within the stores. So you have the Gaiam brand, which has done that, and then our media brands will help to do that same thing in the coming years.

You pretty much have the Gaiam brand side and then the other brands.

Okay, great. So it’s kind of like an umbrella organization, with the Gaiam brand already developed and nurturing these other brands as well as the ones you represent. That’s kind of a good way to look at it?

That’s correct.

Okay, great. And then as far as new initiatives, I mean, obviously, years ago you had some international stuff and now, a lot less. So I’m wondering going forward, now that you do have the Vivendi Entertainment distribution and some other things that I see that are out there available for sale that you may or may not have an interest in, etc., what do you see as your opportunity to grow internationally in areas where it makes sense over the next 3 to 5 years? And as something kind of related to that, when it comes to the products you have, it seems like they're really – obviously, you’ve had the Direct Response television business for years, but in terms of home shopping networks like HSN, QVC, Value Vision, it would seem many of them would love to carry your products for an hour or 2 a week as Gaiam branded, because this stuff would sell and it’s got a name, and there’s a high degree of value there. I’m just curious, have you approached any of those partners to potentially have the Gaiam hour on the Value Vision or HSN or QVC, or is that something you wouldn’t have any interest in doing on a 24/7 home shopping network?

We believe that there is a lot of opportunity with the shopping networks to, really, and particularly as we build our portfolio through the Direct Response television. As you know, we repositioned that last year and we’re really building that nice stream of products that carry the Gaiam brand. We think it’s an opportunity that now to go back to an HSN or a QVC and create some kind of a partnership there probably later on in the year. Also we do believe right now there is no one who owns the Mind-Body Fitness as a brand internationally. That is on our slate for later on this year after we complete the integration of Vivendi. We don’t want to take our eye off the ball on that but to really build out our international business, because there is no competitor.

And also on the digital side, as I mentioned, we kind of delayed [indiscernible] 4.5months to beta because of claiming the international offering, and as we put it up, I think we already have probably, I expect right now, 15% to 20% of the subscribers this year will be from international.

Okay. Yes, that’s what I was asking for. It seems QVC, given, especially them, their international presence in the UK, Japan, Germany, Italy and now the joint venture in China. It would be interesting for you to get a footprint in there in a very low-risk way and then grow it from there, so that’s kind of what I was seeing just on the side.

Yes, we agree.

Great, it makes sense. Low risk. And one final question. Could you give us an update on your buyback, what’s left on the authorization and what your plans will be? Obviously, this year you guys are digesting a lot with this acquisition and your credit facility, but moving forward just in terms of what your plans would be once you become free cash flow positive?

We’re actually going to have right now after shareholder meeting, we have a Board meeting, which we have some people on the Board and so we would discuss it then to kind of define where it is. We need to kind of finalize what's the -- how much totally it’s actually going to cost us in cash for the Vivendi deal as there’s no derivative discount of collecting money. So we need to see what the difference is, and so we need to kind of see what the position is and we’ll decide in our June meeting.

[Operator instructions] Our next question is from the line of Eric Alexander with Stifel, Nicolaus.

Looking at Vivendi, I know you guys have provided some EBITDA guidance. From a longer-term synergistic standpoint, do you guys have anything that you’re targeting maybe out in fiscal 2013, improving that 40% EBITDA margin upward, and maybe what kind of ramp you’re thinking it will take to get there?

I think that the Vivendi was the first step for us, because now it gives us the scale. We’re now, as we said before, the third largest non-theatrical distributor in the U.S. That allows us to have the scale to be able to bring on additional studio partners, so we will try to leverage that to increase our studio partners. As we said we went from 9 to 12 between our last conference call and this conference call and we think there’s opportunity to add a lot more to that. That would help bring that margin up.

And also when the Gaiam TV gets to profitability, it’s also probably modeled where the cost of the goods sold is going to be somewhere about long-term 10%, 12%. So when it goes through breakevens it should start to contribute to that line.

Okay, that’s helpful. And then just a follow-up with regards to the Business segment. It sounds like you guys are happy with the inventory levels at the retail channel. How are the sell-through trends looking? Obviously, you guys had really strong numbers. Just help with kind of at Target, Amazon and Wal-Mart, how your sell through trends -- I guess Target and Wal-Mart more specifically -- how the sell-through trends looked in the first quarter, and maybe how that could potentially set up a capacity for reorder in the second quarter.

Yes, we definitely had double-digit point-of-sale sell-through increase year-on-year in our 2 major retailers, so that’s very good news.

All right, and then thinking about fiscal year 12 gross margin, you guys had good improvement in direct response marketing -- it sounds like that was a good contributor. Thinking up through cadence for the rest of the year, any help there? Should we be thinking we should continue to see some continued improvement on a year-over-year basis? I know you guys have given some direction on operating margin, but just some help there would be helpful.

Well, I mean, that’s kind of a relatively easy answer because we’re adding, as we kind of said, 9 months of a $25 million annual run rate and a GP of 100%. So you can kind of clearly can calculate the trend. Basically, you have no sales pretty much, except like $300,000 of the Vivendi in first quarter, so that obviously will trend up pretty strongly as it is, because, first, we believe that as our Direct businesses start to get back in line with expectations they carry, it doesn’t matter if it’s DR TV or Gaiam TV and all that stuff, they come with very high margins, like 80% plus, 80% to 90% on the gross profit line. So then you add Vivendi at kind of 100%, so that could definitely be very strong improvements on the gross profit line, if that’s what you are asking.

Sure, that makes sense. I guess organically speaking, if I’m looking at the 2 businesses, I know you guys are bringing them together. But are you guys expecting some more organic improvements that we should contemplate or be considerate of when modeling out here?

Yes, we’ve stated that we believe we will have mid-teens double-digit comp growth on the revenue side.

Okay. All right, and then last question. Just thinking about the Borders wraparound as the year goes on, when do you guys think that’s most impactful? Maybe it’s an easy comparison; maybe it wasn’t a large enough business to be too meaningful but I imagine the second half of '12 you guys are going to be facing little bit easier comparisons as a result of some softness there last year? Am I correct in my thinking there?

That’s correct but we had a 30% internal organic growth in our business segment in first quarter and we still had Borders in there, so I don’t think we should model it that high going forward. But, yes, you won’t see much from Borders after third quarter this year.

Mr. Rysavy, there are no further questions at this time. I’ll turn the call back to you.

Thank you very much. Thank you, everybody, for being with us and we’ll talk to you in the quarter. Thank you very much.

Ladies and gentlemen, this does conclude the conference call for today. We thank you for your participation and kindly ask that you please disconnect your lines. Have a great evening, everyone.