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A LIFESTYLE COMPANY

A LIFESTYLE COMPANY - Gaiam, Inc. (NASDAQ: GAIA)

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION<br />

AND RESULTS OF OPERATIONS<br />

The following discussion and analysis of Gaiam’s financial condition and results of operations should be read in conjunction<br />

with the consolidated financial statements and related notes included elsewhere in this document.<br />

OVERVIEW<br />

Gaiam is a multi-channel lifestyle company catering to customers who value personal development, healthy living and the<br />

environment. Gaiam was incorporated in Colorado in 1988. In 1995, Gaiam began to expand nationally and make acquisitions.<br />

From 1996 to 2000, our revenues increased from $14.8 million to $60.6 million, representing a compound annual growth rate<br />

of approximately 42.2%.<br />

Gaiam’s business model is evolving as evidenced by the increase in the percentage of our revenues attributable to our<br />

business-to-business segment and the launch of our e-commerce channel. During 1998, business-to-business revenues<br />

accounted for approximately 13% of all revenues, while in 2000, this segment’s revenues increased to approximately<br />

28% of total revenue. Although Gaiam has used acquisitions to grow its business, internal growth remained strong at<br />

24% during 2000, up from 18% in 1999. In addition, Gaiam’s gross margin continued to increase as a result of developing<br />

more proprietary merchandise, on which we have better margins, and negotiating better pricing from our vendors due to<br />

volume discounts.<br />

RESULTS OF OPERATIONS<br />

The following table sets forth certain financial data as a percentage of revenues for the periods indicated:<br />

PART II<br />

2000 1999 1998<br />

Net revenue 100.0% 100.0% 100.0%<br />

Cost of goods sold 39.3% 39.8% 42.9%<br />

Gross profit 60.7% 60.2% 57.1%<br />

Expenses:<br />

Selling and operating 45.1% 48.8% 46.1%<br />

Corporate, general and administrative 8.3% 6.7% 7.8%<br />

Total expenses 53.4% 55.5% 53.9%<br />

Income (loss) from operations 7.3% 4.7% 3.2%<br />

Other income (expense), net –0.4% 1.3% 1.3%<br />

Income before income taxes and minority interest 6.9% 6.0% 4.5%<br />

Provision for income taxes 2.6% 2.3% 0.8%<br />

Minority interest in net income of consolidated<br />

subsidiary, net of tax –0.1% –0.1% 0.9%<br />

Net income 4.4% 3.8% 2.8%<br />

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999<br />

Revenues increased 32.5% to $60.6 million in 2000 from $45.7 million in 1999. Gaiam’s internal growth rate was 24%,<br />

fueled primarily by the growth in sales to national retail chains and e-commerce business. Business-to-business revenues<br />

grew 50.3% to $16.8 million in 2000 from $11.2 million in 1999.<br />

Gross profit, which consists of revenues less cost of sales (primarily merchandise acquisition costs and in-bound freight),<br />

increased 33.6% to $36.8 million in 2000 from $27.5 million during 1999. As a percentage of revenue, gross profit<br />

increased to 60.7% in 2000 from 60.2% in 1999. This was primarily attributable to the growth of Gaiam’s proprietary<br />

product offerings, on which we have better margins, which constituted 37% of sales in 2000, up from 24% in 1999.<br />

Selling and operating expenses, which consist primarily of sales and marketing costs, commissions and fulfillment expenses,<br />

increased 22.3%, which is less than the revenue increase of 32.5%, to $27.3 million in 2000 from $22.3 million in 1999.<br />

As a percentage of revenues, selling and operating expenses decreased to 45.1% in 2000 from 48.8% in 1999.<br />

32

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