GAIA Gaia Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2024

GAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

Colorado			000-27517	84-1113527
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
833 West South Boulder Road
Louisville, Colorado				80027
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 222-3600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

 

---

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2024, Gaia, Inc. issued a press release announcing results for its quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release issued by Gaia on May 6, 2024.
104		Cover Page Interactive Data File.

 

 

---

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.
Date:	May 6, 2024	By:	/s/ Ned Preston
			Name: Ned Preston Title: Chief Financial Officer

---

Gaia Reports First Quarter 2024 Results

BOULDER, CO - May 6, 2024 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2024.

 

Highlights:

“In the first quarter we experienced a 10% decrease in customer acquisition costs,” said Jirka Rysavy, Gaia’s Chairman. “We continued to see our member growth rate increase, as we doubled our net member addition to 33,000 during the first quarter up from 16,000 in the fourth quarter, finishing with 839,000 members.”

Gaia CEO James Colquhoun commented: “As we closed the quarter, we continued our trend of executing on cash flow positive growth with improvements in marketing efficiency. We also re-branded our premium membership tier from Events+ to Gaia+ and achieved the highest one month increase in premium members since the launch of the premium tier in October 2019. Additionally, due to an increased focus on direct-to-paid campaigns, annual memberships and the new Gaia+ tier, we increased deferred revenue on the balance sheet by $2.0 million during the quarter.”

Gaia CFO Ned Preston commented: “During the first quarter, revenues grew by $2.1 million or 11% year over year to $21.7 million. Operating cash flows for the first quarter finished at $5.9 million, representing a $5.2 million improvement from the year ago quarter and continues the momentum we saw closing 2023 with a full-year increase of $4.2 million. Free cash flow for the quarter was $1.0 million, a $1.6 million improvement from Q1 2023 and comes after the company generated $8.4 million in full-year free cash flow improvement during 2023.”

First Quarter 2024 Financial Results

Revenues for the first quarter grew $2.1 million or 11% to $21.7 million from $19.6 million. Member count increased 9% to 839,000 from 766,500 members as of March 31, 2023.

 

Gross profit in the first quarter increased to $18.5 million from $16.9 million in the year-ago quarter.

Net loss improved to $(1.0) million, or $(0.05) per share, from $(1.3) million, or $(0.06) per share in the year-ago quarter.

Operating cash flows for the first quarter improved by $5.2 million from the year ago quarter, finishing at $5.9 million.

 

Free cash flow improved by $1.6 million to $1.0 million from $(0.6) million in a year-ago quarter. This was our fourth consecutive quarter with positive free cash flow.

The cash balance as of March 31, 2024, grew to $8.6 million with an unused $10 million line of credit.

 

---

Conference Call

Date: Monday, May 6, 2024

Time: 4:30 p.m. Eastern time (2:30 p.m. Mountain time)

Toll-free dial-in number: 1-877-269-7751

International dial-in number: 1-201-389-0908

Conference ID: 13746134

 

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at (949) 574-3860.

 

The conference call will be broadcast live and available for replay here and via ir.gaia.com.

 

A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through May 27, 2024.

 

Toll-free replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 13746134

 

About Gaia

 

Gaia is a member-supported global video streaming service and community that produces and curates conscious media through four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—in four languages (English, Spanish, French and German) to its members in 185 countries. Gaia’s library includes over 10,000 titles, over 88% of which is exclusive to Gaia, and approximately 75% of viewership is generated by content produced or owned by Gaia. Gaia is available on Apple TV, iOS, Android, Roku, Chromecast, and sold through Amazon Prime Video and Comcast Xfinity. For more information about Gaia, visit www.gaia.com.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” 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 set forth under “Risk Factors” and elsewhere in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2023. Risks and uncertainties that could cause actual results to differ include, without limitation: our ability to attract new members and retain existing members; our ability to compete effectively, including for customer engagement with different modes of entertainment; maintenance and expansion of devise platforms for steaming; fluctuation in customer usage of our service; fluctuations in quarterly operating results; service disruptions; production risks; general economic conditions; future losses; loss of key personnel; price changes; 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; consumer trends; the effect of government regulation and programs; the impact of public health threats, including the coronavirus (COVID-19)

---

pandemic and our response to it; 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 press release. We undertake no obligation to update any forward-looking information.

 

Non-GAAP Measures

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP) in the United States of America, the financial information included in this release contains non-GAAP financial measures, including Free Cash Flow. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and reconciliations to GAAP financial statements should be carefully evaluated. Free Cash Flow represents net cash provided by operating activities, adjusted for interest payments, and less capital expenditures. We believe Free Cash Flow is also useful as one of the bases for comparing the Gaia’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, Gaia’s calculation of Free Cash Flow might not necessarily be comparable to such other similarly titled captions of other companies. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods.

Company Contact:

Ned Preston

Chief Financial Officer

Gaia, Inc.

Investors@gaia.com

 

Investor Relations:

Gateway Group, Inc.

Cody Slach

(949) 574-3860

GAIA@gateway-grp.com

---

GAIA, INC.

Condensed Consolidated Balance Sheets

		March 31,				December 31,
(in thousands, except share and per share data)		2024				2023
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	8,599			$	7,766
Restricted Cash			4,000				—
Accounts receivable			4,738				4,111
Other receivables			2,248				2,191
Prepaid expenses and other current assets			1,875				2,015
Total current assets			21,460				16,083
Media library, net			39,296				40,125
Operating right-of-use asset, net			6,082				6,288
Property and equipment, net			25,672				26,303
Equity method investment			—				6,374
Investments and other assets, net			9,389				3,157
Goodwill			31,943				31,943
Total assets		$	133,842			$	130,273
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	11,368			$	12,038
Accrued and other liabilities			5,734				2,599
Long-term debt, current portion			156				155
Operating lease liability, current portion			795				780
Deferred revenue			17,815				15,861
Total current liabilities			35,868				31,433
Long-term debt, net of current portion			5,762				5,801
Operating lease liability, net of current portion			5,503				5,708
Deferred taxes, net			551				551
Total liabilities			47,684				43,493
Equity:
Gaia, Inc. shareholders’ equity:
Class A common stock, $0.0001 par value, 150,000,000 shares authorized, 17,825,513 and 17,813,179 shares issued, 17,760,708 and 17,748,374 shares outstanding at March 31, 2024 and December 31, 2023, respectively			2				2
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively			1				1
Additional paid-in capital			171,044				170,695
Accumulated deficit			(86,240	)			(85,195	)
Total shareholders' equity			84,807				85,503
Noncontrolling interests			1,351				1,277
Total equity			86,158				86,780
Total liabilities and shareholders' equity		$	133,842			$	130,273

 

---

GAIA, INC.

Condensed Consolidated Statements of Operations (unaudited)

		For the Three Months Ended March 31,
(in thousands, except per share data)		2024				2023
Revenues, net		$	21,693			$	19,647
Cost of revenues			3,168				2,773
Gross profit			18,525				16,874
Gross margin			85.4	%			85.9	%
Expenses:
Selling and operating			17,759				16,123
Corporate, general and administration			1,629				1,773
Total operating expenses			19,388				17,896
Loss from operations			(863	)			(1,022	)
Equity method investment loss			—				(125	)
Interest and other expense, net			(108	)			(121	)
Loss before income taxes			(971	)			(1,268	)
Provision for income taxes			—				—
Net loss			(971	)			(1,268	)
Net income attributable to noncontrolling interests			74				38
Net loss attributable to common shareholders		$	(1,045	)		$	(1,306	)
Loss per share:
Basic
Continuing operations		$	(0.05	)		$	(0.06	)
Discontinued operations		$	—			$	—
Loss per share		$	(0.05	)		$	(0.06	)
Diluted
Continuing operations		$	(0.05	)		$	(0.06	)
Discontinued operations			—				—
Diluted loss per share		$	(0.05	)		$	(0.06	)
Weighted-average shares outstanding:
Basic			23,161				20,826
Diluted			23,161				20,826

 

 

---

GAIA, INC.

Condensed Consolidated Statement of Cash Flows (unaudited)

		For the Three Months Ended March 31,
(in thousands)		2024				2023
Net cash provided by (used in):
Net cash provided by operating activities			5,936				686
Net cash used in investing activities			(1,073	)			(1,418	)
Net cash (used in) provided by financing activities			(30	)			18
Net change in cash, cash equivalents, and restricted cash		$	4,833			$	(714	)

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (unaudited)

		For the Three Months Ended March 31,
(in thousands)		2024				2023
Net cash provided by operating activities		$	5,936			$	686
Cash paid for interest			108				125
Net cash used in investing activities			(1,073	)			(1,418	)
Restricted cash			(4,000	)			—
Free cash flow		$	971			$	(607	)

 

---

v3.24.1.u1

Document And Entity Information	May 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 06, 2024
Entity Registrant Name	GAIA, INC.
Entity Central Index Key	0001089872
Entity Emerging Growth Company	false
Securities Act File Number	000-27517
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	84-1113527
Entity Address, Address Line One	833 West South Boulder Road
Entity Address, City or Town	Louisville
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80027
City Area Code	303
Local Phone Number	222-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	GAIA
Security Exchange Name	NASDAQ

---