Gaia 10Q 2022 Q3 Quarterly report

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-27517

GAIA, INC.

(Exact name of registrant as specified in its charter)

COLORADO

84-1113527

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

833 WEST SOUTH BOULDER ROAD,

LOUISVILLE, COLORADO 80027

(Address of principal executive offices)

(303) 222-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	GAIA	NASDAQ Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class		Outstanding at November 4, 2022
Class A Common Stock ($0.0001 par value)		15,406,186
Class B Common Stock ($0.0001 par value)		5,400,000

GAIA, INC.

FORM 10-Q

INDEX


PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	3

	Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021	4

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021	5

	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2022 and 2021	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	7

	Notes to interim condensed consolidated financial statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures	16

PART II—OTHER INFORMATION		17

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Mine Safety Disclosures	17

Item 5.	Other Information	17

Item 6.	Exhibits	18

	SIGNATURES	19

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Unaudited Interim Condensed Consolidated Financial Statements

We have prepared our unaudited interim condensed consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to these rules and regulations, we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our consolidated financial position as of September 30, 2022, the interim results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. Operating results for the three and nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results that may be expected for a full year or any future interim period. These interim statements have not been audited. The balance sheet as of December 31, 2021 was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K. The interim condensed consolidated financial statements contained herein should be read in conjunction with our audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2021.

GAIA, INC.

Condensed Consolidated Balance Sheets


	September 30,			December 31,
(in thousands, except share and per share data)	2022			2021
	(unaudited)
ASSETS
Current assets:
Cash	$	10,841		$	10,269
Accounts receivable		3,121			2,728
Prepaid expenses and other current assets		2,738			1,986
Total current assets		16,700			14,983
Media library, software and equipment, net		53,160			50,558
Right-of-use lease asset, net		7,290			7,871
Real estate, investment and other assets, net		30,839			31,394
Goodwill		28,870			28,870
Total assets	$	136,859		$	133,676
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities	$	12,303		$	14,822
Short-term debt and lease liability		7,647			140
Deferred revenue		14,574			14,847
Total current liabilities		34,524			29,809
Long-term mortgage, net		5,996			6,109
Long-term lease liability		6,678			7,234
Deferred taxes		309			309
Total liabilities		47,507			43,461
Shareholders' equity:
Class A common stock, $0.0001 par value, 150,000,000 shares authorized, 15,406,186 and 15,061,337 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		1			1
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		1			1
Additional paid-in capital		163,626			162,316
Accumulated deficit		(74,276	)		(72,103	)
Total shareholders' equity		89,352			90,215
Total liabilities and shareholders' equity	$	136,859		$	133,676

The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. See accompanying notes to the interim condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Operations


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except per share data)	2022			2021			2022			2021
	(unaudited)						(unaudited)
Revenues, net	$	19,907		$	20,405		$	62,458		$	58,744
Cost of revenues		2,648			2,626			8,312			7,573
Gross profit		17,259			17,779			54,146			51,171
Expenses:
Selling and operating		15,543			15,544			48,197			44,820
Corporate, general and administration		2,019			1,509			5,598			4,506
Acquisition costs		—			—			49			—
Total operating expenses		17,562			17,053			53,844			49,326
Income (loss) from operations		(303	)		726			302			1,845
Interest and other expense, net		(65	)		(79	)		(175	)		(197	)
Anticipated SEC settlement		(2,000	)		—			(2,000	)		—
Income (loss) before income taxes		(2,368	)		647			(1,873	)		1,648
Provision for (benefit from) income taxes		—			—			—			—
Income (loss) from continuing operations		(2,368	)		647			(1,873	)		1,648
Loss from discontinued operations		(7	)		—			(300	)		—
Net income (loss)	$	(2,375	)	$	647		$	(2,173	)	$	1,648

Earnings (loss) per share:
Basic
Continuing operations	$	(0.11	)	$	0.03		$	(0.09	)	$	0.09
Discontinued operations	$	—		$	—		$	(0.01	)	$	—
Basic earnings (loss) per share	$	(0.11	)	$	0.03		$	(0.10	)	$	0.09
Diluted
Continuing operations	$	(0.11	)	$	0.03		$	(0.09	)	$	0.08
Discontinued operations	$	—		$	—		$	(0.01	)	$	—
Diluted earnings (loss) per share	$	(0.11	)	$	0.03		$	(0.10	)	$	0.08
Weighted-average shares outstanding:
Basic		20,806			19,318			20,686			19,262
Diluted		20,806			19,812			20,686			19,787

See accompanying notes to the interim condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Changes in Shareholders’ Equity


	(unaudited)
(in thousands, except shares)	Total Shareholders' Equity			Accumulated Deficit			Common Stock Amount		Additional Paid-in Capital		Common Stock Shares
Balance at January 1, 2021	$	74,235		$	(75,834	)	$	2	$	150,067		19,182,951
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan and share-based compensation		684			—			—		684		17,895
Net income		358			358			—		—		—
Balance at March 31, 2021	$	75,277		$	(75,476	)	$	2	$	150,751		19,200,846
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation		771			—			—		771		117,141
Net loss		643			643			—		—		—
Balance at June 30, 2021	$	76,691		$	(74,833	)	$	2	$	151,522		19,317,987
Share-based compensation		533			—			—		533		—
Net income		647			647			—		—		—
Balance at September 30, 2021	$	77,871		$	(74,186	)	$	2	$	152,055		19,317,987

Balance at January 1, 2022	$	90,215		$	(72,103	)	$	2	$	162,316		20,461,337
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation		540			—			—		540		313,823
Net income		86			86			—		—		—
Balance at March 31, 2022	$	90,841		$	(72,017	)	$	2	$	162,856		20,775,160
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, and share-based compensation		433			—			—		433		31,026
Net income		116			116			—		—		—
Balance at June 30, 2022	$	91,390		$	(71,901	)	$	2	$	163,289		20,806,186
Share-based compensation		337			—			—		337		—
Net loss		(2,375	)		(2,375	)		—		—		—
Balance at September 30, 2022	$	89,352		$	(74,276	)	$	2	$	163,626		20,806,186

See accompanying notes to the interim condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Cash Flows


	For the Nine Months Ended September 30,
(in thousands)	2022			2021
	(unaudited)
Operating activities:
Net income (loss)	$	(2,173	)	$	1,648
Loss from discontinued operations		300			—
Income (loss) from continuing operations		(1,873	)		1,648
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,009			9,641
Share-based compensation expense		1,267			1,236
Changes in operating assets and liabilities:
Accounts receivable		(393	)		(565	)
Prepaid expenses and other current assets		(752	)		(117	)
Accounts payable and accrued liabilities		(1,612	)		989
Deferred revenue		(273	)		1,754
Net cash provided by operating activities - continuing operations		8,373			14,586
Net cash used in operating activities - discontinued operations		(300	)		—
Net cash provided by operating activities		8,073			14,586
Investing activities:
Additions to media library, software and equipment		(14,056	)		(13,355	)
Acquisitions, net of cash acquired, and purchase of intangible assets		(847	)		—
Net cash used in investing activities		(14,903	)		(13,355	)
Financing activities:
Repayment of debt		(141	)		(160	)
Proceeds from short-term borrowings		7,500			—
Proceeds from the issuance of common stock		43			752
Net cash provided by financing activities		7,402			592
Net change in cash		572			1,823
Cash at beginning of period		10,269			12,605
Cash at end of period	$	10,841		$	14,428
Supplemental cash flow information
Interest paid	$	201		$	198

See accompanying notes to the interim condensed consolidated financial statements.

Notes to interim condensed consolidated financial statements

References in this report to “we”, “us”, “our” or “Gaia” refer to Gaia, Inc. and its consolidated subsidiaries, unless we indicate otherwise. All textual currency references are expressed in thousands of U.S. dollars (unless otherwise indicated).

1. Organization, Nature of Operations, and Principles of Consolidation

Gaia, Inc. operates a global digital video subscription service and on-line community that caters to a unique and underserved member base. Our digital content library includes over 10,000 titles, with a growing selection of titles available in Spanish, German and French. Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation-related content, and more – 80% of which is exclusively available to our members for digital streaming on most internet-connected devices anytime, anywhere, commercial free.

Our mission is to create a transformational network that empowers a global conscious community. Content on our network is currently curated into four primary channels— Yoga, Transformation, Alternative Healing, and Seeking Truth— and delivered directly to our members through our streaming platform. We curate programming for these channels by producing content in our in-house production studios with a staff of media professionals. This produced and owned content currently represents approximately 75% of our viewership. We complement our produced and owned content through long-term licensing agreements.

We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”), and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results.

There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2021.

On December 22, 2021, Gaia completed the acquisition of Yoga International, Inc. (“Yoga International”). Yoga International was founded by the Himalayan Institute in 1991, as a print magazine considered by many to be an authentic voice of yoga in the West. In 2013, Yoga International transformed into a digital-only publication, and has subsequently evolved into an online platform for yoga practice and education, with more than 60% of its current membership outside the United States. See our Annual Report on Form 10-K for the year ended December 31, 2021 for additional information regarding the Yoga International acquisition.

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.

Discontinued Operations

Yoga International historically had a line of business focused on one-time transactional course sales. With the launch of a premium membership tier that includes this content, this line of business is being discontinued in 2022 as the contractual commitments related to this line of business lapse. The course content will be utilized as part of the premium membership tier going forward. There are no other assets or liabilities associated with this revenue stream. As this represents a strategic shift with a major effect on our operations and financial results, we have presented the results of operations related to winding up this line of business as discontinued operations on the accompanying statement of operations.

2. Revenue Recognition

Revenues consist primarily of subscription fees paid by our members. We present revenues net of taxes collected from members. Members are billed in advance and revenues are recognized ratably over the subscription term. Deferred revenue consists of subscription fees collected from members that have not been earned and is recognized ratably over the remaining term of the subscription. We recognize revenue on a net basis for relationships where our partners have the primary relationship, including billing and service delivery, with the member. Payments made to partners to assist in promoting our service on their platforms are expensed as marketing expenses in the period incurred. We do not allow access to our service to be provided as part of a bundle by any of our partners.

3. Equity and Share-Based Compensation

During the first nine months of 2022 and 2021, we recognized approximately $1,267 and $1,236, respectively, of share-based compensation expense. Total share-based compensation expense is reported in selling and operating expenses and corporate, general and administration expenses on our condensed consolidated statements of operations. There were no options exercised during the first nine months of 2022 and 90,000 options exercised during the first nine months of 2021.

4. Goodwill and Other Intangible Assets

There were no changes in goodwill for the period from December 31, 2021 through September 30, 2022.

The following table represents our other intangible assets by major asset class as of the dates indicated, which are included in Real estate, investment and other assets, net on the accompanying condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021.


(in thousands)	September 30, 2022			December 31, 2021
Amortizable Intangible Assets
Customer relationships	$	2,000		$	2,000
Tradenames		270			270
Accumulated amortization		(437	)		(12	)
	$	1,833		$	2,258

Unamortized Intangible Assets
Domain names	$	563		$	563

Our amortizable assets are expected to be amortized on a straight-line basis over 48 months. Amortization expense was $142 and $425 for the three and nine months ended September 30, 2022. There was no amortization expense for the three and nine months ended September 30, 2021. Future amortization of our amortizable intangible assets as of September 30, 2022 is expected to be as follows:


(in thousands)
2022 (remaining)	$	142
2023		568
2024		568
2025		555
	$	1,833

5. Debt

On August 25, 2022 (the "Closing Date"), Gaia, as borrower, and certain subsidiaries, as guarantors, entered into a Credit and Security Agreement (the "Credit Agreement") with KeyBank National Association ("KeyBank"). The Credit Agreement provides for a revolving credit facility in an aggregate amount of up to $10,000 with a sublimit of $1,000 available for issuances of letters of credit. Borrowings under the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permitted acquisitions or other investments. On September 30, 2022, $7,500 was drawn under the Credit Agreement, which is included in Short-term debt and lease liability on the accompanying condensed consolidated balance sheet as of September 30, 2022.

Loans made, or letters of credit issued, under the Credit Agreement mature on August 25, 2025 and are secured (subject to permitted liens and other exceptions) by a first priority lien on all business assets, including intellectual property, of Gaia and the subsidiary guarantors.

Any advance under the Credit Agreement shall bear interest at the Daily Simple SOFR rate (subject to a floor of 0.00%), plus, the SOFR Index Adjustment of 0.10%, plus a margin of 2.00%; provided, that, during the existence of a Benchmark Unavailability Period or a SOFR Unavailability Period, advances shall bear interest at the Base Rate, which is a fluctuating interest rate per annum equal to the highest of (i) the Federal Funds Rate plus 0.50%, (ii) KeyBank’s “prime rate,” (iii) SOFR and (iv) 3.00%, plus, in each instance, a margin of 1.00%.

The aggregate outstanding amount of advances under the Credit Agreement is required to be $0 for at least 30 consecutive days during the period commencing on the 12-month anniversary of the Closing Date and ending on the 24-month anniversary of the Closing Date.

The Credit Agreement contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Company’s ability to incur liens or debt, make investments, pay dividends, enter into transactions with its affiliates and engage in certain fundamental changes. Additionally, the Credit Agreement requires Gaia to maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00 and to not permit the Leverage Ratio to exceed 1.50 to 1.00 for any computation period.

On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“Boulder Road”) sold a 50% undivided interest in a portion of our corporate campus to Westside Boulder, LLC (“Westside”). Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities. On December 28, 2020, Boulder Road and Westside entered into a loan agreement with Great Western Bank, as lender, providing for a mortgage in the principal amount of $13,000. The mortgage bears interest at a fixed rate of 3.75% per annum, matures on December 28, 2025, and is secured by a deed of trust on our corporate campus, a portion of which is owned by Boulder Road and Westside as tenants-in-common and the remainder of which is owned by Boulder

Road. Westside and Boulder Road each received 50% of the proceeds and are each responsible for 50% of the monthly installments. Gaia guaranteed payment of the mortgage. The mortgage is subject to certain financial covenants related to the underlying property.

Maturities on long-term debt, net are:


(in thousands)
2022 (remaining)	$	36
2023		150
2024		156
2025		5,801
	$	6,143

6. Leases

In connection with the sale of a portion of our corporate campus as further discussed in Note 5, we leased the property pursuant to a master lease for an initial term extending through September 30, 2030, with two five-year extensions. We record the right to use the underlying asset for the operating lease term as an asset and our obligation to make lease payments as a liability, based on the present value of the lease payments over the initial lease term. On commencement of the lease, we recorded a right-of-use asset and operating lease liability of $8,800.

Because the rate implicit in the lease is not readily determinable, we used our incremental borrowing rate to determine the present value of lease payments. Information related to our right-of-use asset and related lease liability were as follows:


		September 30,		December 31,
(in thousands)	Balance Sheet Classification	2022		2021
Right-of-use asset	Right-of-use lease asset, net	$	7,290	$	7,871

Operating lease liability (current)	Accounts payable, accrued and other liabilities	$	738	$	718
Operating lease liability (non-current)	Long-term lease liability		6,678		7,234
		$	7,416	$	7,952


	For the Three Months Ended September 30,
(in thousands)	2022		2021
Cash paid for operating lease liabilities	$	250	$	250


	For the Nine Months Ended September 30,
(in thousands)	2022		2021
Cash paid for operating lease liabilities	$	750	$	750

Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of September 30, 2022 is expected to be:


(in thousands)
2022 (remaining)	$	250
2023		1,001
2024		1,008
2025		1,035
2026		1,064
Thereafter		4,253
Future lease payments, gross		8,611
Less: Imputed interest		(1,195	)
Operating lease liability	$	7,416

7. Earnings Per Share

Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted earnings per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period (“common stock equivalents”). Common stock equivalents

consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method.

The weighted-average diluted shares outstanding computation is:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share data)	2022		2021		2022		2021
	(unaudited)				(unaudited)
Weighted-average common stock outstanding		20,806		19,318		20,686		19,262
Common stock equivalents		—		494		—		525
Weighted-average number of shares		20,806		19,812		20,686		19,787

Employee stock options with exercise prices greater than the average market price of the common stock were excluded from the diluted calculation as their inclusion would have been anti-dilutive. The following table summarizes the potential shares of common stock excluded from the diluted calculation:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
	(unaudited)				(unaudited)
Common stock equivalents excluded due to net loss		6		—		97		—
Employee stock options and RSUs		976		31		672		31
		982		31		769		31

8. Income Taxes

Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. Based on our historical operating losses, combined with our plans to continue to invest in our revenue growth and content library, we have a full valuation allowance on our deferred tax assets as of September 30, 2022. As of September 30, 2022, our net operating loss carryforwards on a gross basis were $76,976 and $20,760 for federal and state, respectively.

9. Contingencies

From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. 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 September 30, 2022 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.

SEC Investigation and Anticipated Settlement

In June 2020, Gaia received a request for voluntary production of documents in an investigation by the staff of the Denver Regional Office (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”). Since that time, Gaia has responded to the initial voluntary requests and subsequent subpoenas issued by the Staff. In September 2022, Gaia and Gaia's Chief Financial Officer (“CFO”) reached an agreement in principle with the Staff on a framework for a complete resolution of the investigation. The agreement in principle contemplates that Gaia would consent, without admitting or denying any findings, to the entry of an administrative order: (1) finding that Gaia (a) misstated in its April 29, 2019 earnings release and earnings call the number of paying subscribers for the period ending March 31, 2019, a quarter during which Gaia extended a free month of service to certain subscribers in the midst of a transition to a new enterprise-wide data system and (b) failed to comply with SEC whistleblower protection requirements with respect to the termination of one employee and the language used in severance agreements for other employees; and (2) requiring Gaia to pay a total civil monetary penalty of $2,000 over a one-year period for these violations. At the same time, the CFO would consent, without admitting or denying any findings, to the entry of an administrative order: (1) finding that the CFO caused Gaia's misstatements in the April 29, 2019 earnings release and earnings call that is described above; and (2) requiring the CFO to pay a civil monetary penalty of $50. The contemplated settlement with Gaia and the CFO involve violations that require only negligence rather than intentional conduct. There can be no assurance that the contemplated settlement will be finalized and approved. Based on Gaia's agreement in principle with the Staff, however, Gaia has accrued a liability in the amount of $2,000. This liability is included in Accounts payable, accrued and other liabilities on the accompanying condensed consolidated balance sheets and as a separate line in the condensed consolidated statements of operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “plan,” “estimate,” “expect,” “strive,” “future,” “intend”, “will” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. Risks and uncertainties that could cause actual results to differ include, without limitation, general economic conditions, future losses, competition, loss of key personnel, price changes, membership growth, brand reputation, acquisitions, new initiatives we undertake, security and information systems, legal liability for website content, failure of third parties to provide adequate service, future internet-related taxes, our founder’s control of us, litigation, fluctuations in quarterly operating results, consumer trends, the effect of government regulation and programs, the impact of the coronavirus (COVID-19) pandemic and our response to it, the anticipated resolution of the SEC investigation and other risks and uncertainties included in our filings with the Securities and Exchange Commission. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our views only as of the date of this report. We undertake no obligation to update any forward-looking information.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and related notes included elsewhere in this document. This section is designed to provide information that will assist readers in understanding our consolidated financial statements, changes in certain items in those statements from year to year, the primary factors that caused those changes and how certain accounting principles, policies and estimates affect the consolidated financial statements.

Overview and Outlook

Gaia, Inc. (“Gaia,” “we” or “us”) operates a global digital video subscription service and on-line community that caters to a unique and underserved member base. Our digital content library includes over 10,000 titles, with a growing selection of titles available in Spanish, German and French. Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation-related content, and more – 80% of which is exclusively available to our members for digital streaming on most internet-connected devices anytime, anywhere, commercial free.

Gaia’s position in the streaming video landscape is firmly supported by its wide variety of exclusive and unique content, which provides a complementary offering to other, mostly entertainment-based, streaming video services. With the acquisition of Yoga International in December 2021, Gaia now has a standalone yoga offering to be able to better serve the needs of consumers focused on this portion of our content offering. Our original content is developed and produced in-house in our production studios near Boulder, Colorado.

Our available content is currently focused on yoga, transformation, alternative healing, seeking truth and conscious films. This content is specifically targeted to a unique member base that is interested in alternatives and supplements to the content provided by mainstream media. We have grown these content options both organically through our own productions and through strategic acquisitions. In addition, through investments in our streaming video technology and our user interface, we have expanded the many ways our subscription member base can access our unique library of media titles.

Our core strategy is to grow our subscription business domestically and internationally by expanding our unique and exclusive content library, enhancing our user interface, extending our streaming service to new internet-connected devices as they are developed and creating a conscious community built around our content.

The full impact that the COVID-19 pandemic will have on our business, operations and financial results will depend on a number of evolving factors that we may not be able to accurately predict. See Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021 for additional discussion regarding risks related to the COVID-19 pandemic.

Commencing during the second half of March 2020 and continuing through July 2020, we saw an increase in demand for our content from both current and potential members. This created a positive trend in existing member retention, costs to acquire new members, and the corresponding revenue and cash flow impacts from these higher volumes. This trend dissipated beginning in August 2020, when we saw the online paid media advertising market start to return to historical norms with a corresponding effect on the cost of our online advertising efforts. With the expansion of privacy regulations affecting a large number of mobile consumers during the summer of 2021, we have continued to see an increase in the cost of our online advertising efforts which has reduced the number of new

members we can add with our allocated marketing spend. We also experienced elevated member cancellations during March to July 2022 from the members that joined us during this time period in 2020.

We reported a net loss from continuing operations of $1.9 million for the first nine months of 2022, a decrease of $3.5 million from net income from continuing operations of $1.6 million for the first nine months of 2021. The decrease is primarily due to the inclusion of a $2.0 million anticipated legal settlement for the nine months ended September 30, 2022, as described in Note 9, as well as additional amortization and ongoing integration activities related to the Yoga International acquisition.

We are a Colorado corporation. Our principal and executive office is located at 833 West South Boulder Road, Louisville, CO 80027-2452. Our telephone number at that address is (303) 222-3600.

Results of Operations

The table below summarizes certain detail of our financial results for the periods indicated:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except per share data)	2022			2021			2022			2021
Revenues, net	$	19,907		$	20,405		$	62,458		$	58,744
Cost of revenues		2,648			2,626			8,312			7,573
Gross profit margin		86.7	%		87.1	%		86.7	%		87.1	%
Selling and operating		15,543			15,544			48,197			44,820
Corporate, general and administration		2,019			1,509			5,598			4,506
Acquisition costs		—			—			49			—
Total operating expenses		17,562			17,053			53,844			49,326
Income (loss) from operations		(303	)		726			302			1,845
Interest and other expense, net		(65	)		(79	)		(175	)		(197	)
Anticipated SEC settlement		(2,000	)		—			(2,000	)		—
Income (loss) before income taxes		(2,368	)		647			(1,873	)		1,648
Provision for (benefit from) income taxes		—			—			—			—
Income (loss) from continuing operations		(2,368	)		647			(1,873	)		1,648
Loss from discontinued operations		(7	)		—			(300	)		—
Net income (loss)	$	(2,375	)	$	647		$	(2,173	)	$	1,648

The following table sets forth certain financial data as a percentage of revenue for the periods indicated:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Revenues, net		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues		13.3	%		12.9	%		13.3	%		12.9	%
Gross profit		86.7	%		87.1	%		86.7	%		87.1	%
Expenses:
Selling and operating		78.1	%		76.2	%		77.2	%		76.3	%
Corporate, general and administration		10.1	%		7.4	%		9.0	%		7.7	%
Acquisition costs		0.0	%		0.0	%		0.1	%		0.0	%
Total operating expenses		88.2	%		83.6	%		86.2	%		84.0	%
Income (loss) from operations		(1.5	)%		3.6	%		0.5	%		3.1	%
Interest and other expense, net		(0.3	)%		(0.4	)%		(0.3	)%		(0.3	)%
Anticipated SEC settlement		(10.0	)%		0.0	%		(3.2	)%		0.0	%
Income (loss) before income taxes		(11.9	)%		3.2	%		(3.0	)%		2.8	%
Provision for (benefit from) income taxes		—	%		—	%		—	%		—	%
Income (loss) from continuing operations		(11.9	)%		3.2	%		(3.0	)%		2.8	%
Loss from discontinued operations		(0.0	)%		—	%		(0.5	)%		—	%
Net income (loss)		(11.9	)%		3.2	%		(3.5	)%		2.8	%

Three months ended September 30, 2022 compared to three months ended September 30, 2021

Revenues, net. Revenues decreased $0.5 million, or 2.5%, to $19.9 million during the three months ended September 30, 2022, compared to $20.4 million during the three months ended September 30, 2021. This was primarily driven by a decrease in overall member count.

Cost of revenues. Cost of revenues were unchanged at $2.6 million during the three months ended September 30, 2022, from $2.6 million during the three months ended September 30, 2021. Gross profit margin decreased during the three months ended September 30, 2022 to 86.7% from 87.1% for three months ended September 30, 2021 primarily due to increased content amortization related to an overall increase in our investment of our original content offerings as we add additional content in Spanish, French, and German and content acquired as part of the Yoga International acquisition.

Selling and operating expenses. Selling and operating expenses remained flat at $15.5 million during the three months ended September 30, 2022, compared to the three months ended September 30, 2021, driven primarily by an increase in technology related expenses tied to our business continuity initiative completed in June 2022, offset by a reduction in marketing expenses. As a percentage of net revenues, these expenses increased slightly to 78.1% for three months ended September 30, 2022 compared to 76.2% for the three months ended September 30, 2021 driven primarily by a decrease in revenues.

Corporate, general and administration expenses. Corporate, general and administration expenses increased $0.5 million or 33.3%, to $2.0 million during the three months ended September 30, 2022 from $1.5 million during the three months ended September 30, 2021 due primarily to increased legal fees, personnel related costs, and the addition of expenses incurred as a result of the acquisition of Yoga International. As a percentage of net revenues, these expenses increased to 10.1% for the three months ended September 30, 2022 from 7.4% for the three months ended September 30, 2021.

SEC Settlement. During the three months ended September 30, 2022, we recorded a one-time charge of $2.0 million related to an agreement in principle reached with the SEC Staff that, if finalized and approved, would resolve the SEC’s pending investigation. See Note 9 for further information regarding the SEC investigation.

Nine months ended September 30, 2022 compared to nine months ended September 30, 2021

Revenues, net. Revenues increased $3.8 million, or 6.5%, to $62.5 million during the nine months ended September 30, 2022, compared to $58.7 million during the nine months ended September 30, 2021. This was primarily attributed to an increase in both members and average monthly revenue per member compared to the year earlier period.

Cost of revenues. Cost of revenues increased $0.7 million, or 9.2%, to $8.3 million during the nine months ended September 30, 2022, from $7.6 million during the nine months ended September 30, 2021 primarily due to increased amortization of our content library. Gross profit margin decreased during the nine months ended September 30, 2022 to 86.7% from 87.1% primarily due to increased content amortization related to an overall increase in our investment of our original content offerings as we add additional content in Spanish, French, and German and content acquired as part of the Yoga International acquisition.

Selling and operating expenses. Selling and operating expenses increased $3.4 million, or 7.6% to $48.2 million during the nine months ended September 30, 2022, compared to $44.8 million during the nine months ended September 30, 2021, driven primarily by increased technology operating costs as we focus on expanding our international member base as well as incremental expenses incurred as part of the Yoga International acquisition and finalizing a business continuity initiative. As a percentage of net revenues, these expenses increased slightly at 77.2% for the nine months ended September 30, 2022 and 76.3% for the nine months ended September 30, 2021.

Corporate, general and administration expenses. Corporate, general and administration expenses increased $1.1 million or 24.4%, to $5.6 million during the nine months ended September 30, 2022 from $4.5 million during the nine months ended September 30, 2021 due primarily to increased legal fees, personnel related costs, and the additional expenses incurred as a result of the acquisition of Yoga International. As a percentage of net revenues, these expenses increased to 9.0% for the nine months ended September 30, 2022 from 7.7% for the nine months ended September 30, 2021.

SEC Settlement. During the nine months ended September 30, 2022, we recorded a one-time charge of $2.0 million related to an agreement in principle reached with the SEC Staff that, if finalized and approved, would resolve the SEC’s pending investigation. See Note 9 for further information regarding the SEC investigation.

Seasonality

Our member base growth reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing, similar to those of traditional TV and cable networks. The effects of the global pandemic have shifted our historical pattern over the past two years, but we have historically experienced the greatest member growth in the fourth and first quarters (October through February), and slowest growth during May through August. This has historically driven quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but has not historically resulted in corresponding seasonality in net revenue. As we continue to expand internationally, we also expect regional seasonality trends to demonstrate more predictable seasonal patterns as our service offering in each market becomes more established and we have a longer history to assess such patterns.

Liquidity and Capital Resources

Our capital needs arise from working capital required to fund operations, capital expenditures related to acquisition and development of media content, development and marketing of our digital platforms, acquisitions of new businesses and other investments, replacements, expansions and improvements to our infrastructure, and future growth. These capital requirements depend on numerous factors, including the rate of market acceptance of our offerings, our ability to expand our customer base, the cost of ongoing upgrades to our offerings, our expenditures for marketing, and other factors. Additionally, we will continue to pursue opportunities to expand our media libraries, evaluate possible investments in businesses and technologies, and increase our marketing programs as needed.

Our budgeted content and capital expenditures for the remainder of 2022 are expected to be between $2 to $4 million which we intend to fund with cash flows generated from operations. These planned expenditures will be predominately utilized to expand our content library and build out the capabilities of our digital platforms. The planned expenditures are discretionary and, with our in-house production capabilities, we have the ability to scale expenditures based on the available cash flows from operations. We also intend to fund the anticipated $2.0 million legal settlement with cash flows from operations. We began to generate cash flows from operations in October 2019 and have continued to generate cash flows from operations since. We expect to continue generating cash flows from operations during the remainder of 2022 and 2023. We generated approximately $8.4 million in cash flows from continuing operations during the nine months ended September 30, 2022. As of September 30, 2022, our cash balance was $10.8 million.

As described in Note 5, during August 2022, we entered into a Credit Agreement with KeyBank, which provides for a revolving credit facility in an aggregate amount of up to $10.0 million. Funds from the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permitted acquisitions or other investments. On September 30, 2022, $7.5 million was drawn under the Credit Agreement, which is included in Short-term debt and lease liability on the accompanying condensed consolidated balance sheet as of September 30, 2022.

In the normal course of our business, we investigate, evaluate and discuss acquisition, joint venture, minority investment, strategic relationship and other business combination opportunities in our market. For any future investment, acquisition, or joint venture opportunities, we may consider using then-available liquidity, issuing equity securities or incurring indebtedness.

While there can be no assurances, we believe our cash on hand, our cash expected to be generated from operations, our $10 million revolving line of credit, our potential additional borrowing capabilities now that we have a history of generating positive operating cash flows, and out potential capital raising capabilities will be sufficient to fund our operations on both a short-term and long-term basis. However, our projected cash needs may change as a result of acquisitions, product development, unforeseen operational difficulties, or other factors.

Cash Flows

The following table summarizes our sources (uses) of cash during the periods presented:


	For the Nine Months Ended September 30,
(in thousands)	2022			2021
Net cash provided by (used in):
Operating activities - continuing operations	$	8,373		$	14,586
Operating activities - discontinued operations		(300	)		—
Operating activities		8,073			14,586
Investing activities		(14,903	)		(13,355	)
Financing activities		7,402			592
Net change in cash	$	572		$	1,823

Operating activities. Cash flows provided by operations decreased $6.5 million during the first nine months of 2022 compared to the same period in 2021. The decrease was primarily driven by timing of working capital, primarily accounts payable and deferred revenues as well as the liability discussed in Note 9.

Investing activities. Cash flows used in investing activities increased $1.5 million during the first nine months of 2022 compared to the same period in 2021 due primarily to the payment of the deferred purchase consideration related to our acquisition of Yoga International and additional investments in technology in support of a business continuity initiative.

Financing activities. Cash flows used in financing activities were primarily impacted by the short term draw down $7.5 million from the revolving line of credit discussed in Note 5.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon its evaluation as of September 30, 2022, our management has concluded that those disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

SEC Investigation and Anticipated Settlement

In June 2020, Gaia received a request for voluntary production of documents in an investigation by the staff of the Denver Regional Office (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”). Since that time, Gaia has responded to the initial voluntary requests and subsequent subpoenas issued by the Staff. In September 2022, Gaia and Gaia's Chief Financial Officer (“CFO”) reached an agreement in principle with the Staff on a framework for a complete resolution of the investigation. The agreement in principle contemplates that Gaia would consent, without admitting or denying any findings, to the entry of an administrative order: (1) finding that Gaia (a) misstated in its April 29, 2019 earnings release and earnings call the increase in the number of paying subscribers for the period ending March 31, 2019, a quarter during which Gaia extended a free month of service to certain subscribers in the midst of a transition to a new enterprise-wide data system and (b) failed to comply with SEC whistleblower protection requirements with respect to the termination of one employee and the language used in severance agreements for other employees; and (2) requiring Gaia to pay a total civil monetary penalty of $2.0 million over a one-year period for these violations. At the same time, the CFO would consent, without admitting or denying any findings, to the entry of an administrative order: (1) finding that the CFO caused Gaia's misstatements in the April 29, 2019 earnings release and earnings call that is described above; and (2) requiring the CFO to pay a civil monetary penalty of $50,000. The contemplated settlement with Gaia and the CFO involve violations that require only negligence rather than intentional conduct. There can be no assurance that the contemplated settlement will be finalized and approved. Based on the Gaia’s agreement in principle with the Staff, however, Gaia has accrued a liability in the amount of $2,000,000. See Note 9 of Notes to interim condensed consolidated financial statements.

Item 1A. Risk Factors.

We are a smaller reporting company as defined in Rule 12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits


Exhibit No.		Description

31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1**		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File

* Filed herewith

** Furnished herewith

SIGNATURES

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 thereunto duly authorized.


		Gaia, Inc.
		(Registrant)

November 7, 2022	By:	/s/ Jirka Rysavy
Date		Jirka Rysavy
		Chief Executive Officer
		(authorized officer)

November 7, 2022	By:	/s/ Paul Tarell
Date		Paul Tarell
		Chief Financial Officer
		(principal financial and accounting officer)

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Gaia (GAIA) 10-Q2022 Q3 Quarterly report

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