GAIA Gaia Inc

 

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 March 31, 2024

OR

☐ 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 May 2, 2024
Class A Common Stock ($0.0001 par value)		18,046,018
Class B Common Stock ($0.0001 par value)		5,400,000

 

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GAIA, INC.

FORM 10-Q

INDEX

 

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):	3
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023	5
	Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2024 and 2023	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	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	15
Item 4.	Controls and Procedures	15
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 5.	Other Information	17
Item 6.	Exhibits	18
	SIGNATURES	19

 

 

 

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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 United States Securities and Exchange Commission (“SEC”). While certain information and note disclosures normally included in annual audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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 condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our condensed consolidated balance sheets as of March 31, 2024, the interim condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023, and condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023. Operating results for the three months ended March 31, 2024 and 2023 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, 2023 was derived from our annual 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 annual audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2023.

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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 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 (Note 4)			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
Commitments and Contingencies (Note 8)
Shareholders’ equity:
Class A common stock, $0.0001 par value, 150,000,000 shares   authorized, 17,825,331 and 17,813,179 shares   issued, 17,760,526 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 Gaia, Inc. shareholders’ equity			84,807				85,503
Noncontrolling interests			1,351				1,277
Total equity			86,158				86,780
Total liabilities and equity		$	133,842			$	130,273

The year-end condensed consolidated 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.

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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
Operating 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 (attributable to common shareholders)		$	(0.05	)		$	(0.06	)
Basic loss per share		$	(0.05	)		$	(0.06	)
Diluted
Continuing operations (attributable to common shareholders)		$	(0.05	)		$	(0.06	)
Diluted loss per share		$	(0.05	)		$	(0.06	)
Weighted-average shares outstanding:
Basic			23,161				20,826
Diluted			23,161				20,826

See accompanying notes to the interim condensed consolidated financial statements.

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GAIA, INC.

Condensed Consolidated Statements of Changes in Equity (unaudited)

(in thousands, except shares)		Common Stock Shares				Accumulated Deficit				Common Stock Amount				Additional Paid-in Capital				Non-controlling interests				Total Equity
Balance at December 31, 2022			20,806,186			$	(79,393	)		$	2			$	164,180			$	1,070			$	85,859
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation			19,606			—				—					104			—					104
Net income (loss)		—					(1,306	)		—				—					38				(1,268	)
Balance at March 31, 2023			20,825,792			$	(80,699	)		$	2			$	164,284			$	1,108			$	84,695
(in thousands, except shares)		Common Stock Shares				Accumulated Deficit				Common Stock Amount				Additional Paid-in Capital				Non-controlling interests				Total Equity
Balance at December 31, 2023			23,148,374			$	(85,195	)		$	3			$	170,695			$	1,277			$	86,780
Issuance of Gaia, Inc. common stock for employee stock purchase plan			7,444				—				—				14				—				14
Issuance of Gaia, Inc. common stock for RSU releases			4,708				—				—				—				—				—
Share-based compensation			—				—				—				335				—				335
Net income (loss)			—				(1,045	)			—				—				74				(971	)
Balance at March 31, 2024			23,160,526			$	(86,240	)		$	3			$	171,044			$	1,351			$	86,158

See accompanying notes to the interim condensed consolidated financial statements.

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GAIA, INC.

Condensed Consolidated Statements of Cash Flows (unaudited)

 

		For the Three Months Ended March 31,
(in thousands)		2024				2023
Cash flows from operating activities:
Net loss		$	(971	)		$	(1,268	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Media library amortization			2,455				2,169
Depreciation and amortization			2,011				1,989
Noncash operating lease expense			206				207
Share-based compensation expense			335				82
Additions to media library			(1,643	)			(2,452	)
Equity method investment losses			—				125
Changes in operating assets and liabilities:
Accounts receivable			(627	)			113
Other receivables			(57	)			(509	)
Prepaid expenses and other current assets			157				(131	)
Accounts payable			(835	)			828
Accrued and other liabilities			2,951				(1,898	)
Deferred revenue			1,954				1,431
Net cash provided by operating activities			5,936				686
Cash flows from investing activities:
Additions to property and equipment			(1,073	)			(1,418	)
Net cash used in investing activities			(1,073	)			(1,418	)
Cash flows from financing activities:
Repayment of long-term debt			(44	)			(6,304	)
Proceeds from short-term borrowings			—				6,300
Proceeds from the issuance of common stock			14				22
Net cash (used in) provided by financing activities			(30	)			18
Net change in cash, cash equivalents and restricted cash			4,833				(714	)
Cash, cash equivalents and restricted cash, beginning of period			7,766				11,562
Cash, cash equivalents and restricted cash, end of period		$	12,599			$	10,848
Supplemental disclosure of cash flow information
Cash paid for interest		$	108			$	125
Supplemental disclosure of non-cash investing and financing activities
Additions to property and equipment in Accounts payable		$	(165	)		$	—

See accompanying notes to the interim condensed consolidated financial statements.

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Notes to interim condensed consolidated financial statements

References in this report to “we”, “us”, “our”, the “Company” 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).

 

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

Forward-Looking Statements

This report 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,” “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, 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 device platforms for streaming; 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; our ability to remediate the material weaknesses in our internal control over financial reporting; and other risks and uncertainties included in our filings with the SEC. 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 unaudited condensed consolidated financial statements and related notes included elsewhere in this report. This section is designed to provide information that will assist readers in understanding our unaudited 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

We operate a global digital video subscription service with a library of over 10,000 titles, with live communications and live events with a growing selection of titles available in Spanish, German and French that caters to a unique, underserved member base. Our digital content is available to our members on most internet-connected devices anytime, anywhere, commercial-free. Through our online Gaia subscription service our members have unlimited access to a library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, live events, and more – 88% of which is exclusively available to our members for digital streaming on most internet-connected devices.

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 entertainment-based streaming video services. Our original content is developed and produced in-house in our lifestyle campus near Boulder, Colorado. By offering exclusive and unique content through our streaming service, we believe we will be able to significantly expand our target member base.

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 our 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.

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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 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 margin			85.4	%			85.9	%
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	)

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

		For the Three Months Ended March 31,
		2024				2023
Revenues, net			100.0	%			100.0	%
Cost of revenues			14.6	%			14.1	%
Gross profit margin			85.4	%			85.9	%
Operating Expenses:
Selling and operating			81.9	%			82.1	%
Corporate, general and administration			7.5	%			9.0	%
Total operating expenses			89.4	%			91.1	%
Loss from operations			(4.0	)%			(5.2	)%
Equity method investment loss			0.0	%			(0.6	)%
Interest and other expense, net			(0.5	)%			(0.6	)%
Loss before income taxes			(4.5	)%			(6.5	)%
Provision for income taxes			—	%			—	%
Net loss			(4.5	)%			(6.5	)%
Net income attributable to noncontrolling interests			0.3	%			0.2	%
Net loss attributable to common shareholders			(4.8	)%			(6.6	)%

Three months ended March 31, 2024 compared to three months ended March 31, 2023

Revenues, net. Revenues increased $2.1 million, or 10.7%, to $21.7 million during the three months ended March 31, 2024, compared to $19.6 million during the three months ended March 31, 2023. This was primarily driven by an increase in member count.

Cost of revenues. Cost of revenues increased $0.4 million or 14.3% to $3.2 million during the three months ended March 31, 2024, compared to $2.8 million during the three months ended March 31, 2023 related to the increase in revenues and increased content amortization. Gross profit margin decreased during the three months ended March 31, 2024 to 85.4% from 85.9% for the three months ended March 31, 2023 primarily due to increased content amortization related to an overall increase in our investment of our original content offerings.

Selling and operating expenses. Selling and operating expenses increased $1.7 million, or 10.6%, to $17.8 million during the three months ended March 31, 2024, compared to $16.1 million for the three months ended March 31, 2023, driven primarily by an increase in people related expenses and marketing expense. As a percentage of net revenues, selling and operating expenses decreased to 81.9% for the three months ended March 31, 2024 compared to 82.1% for the three months ended March 31, 2023.

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Corporate, general and administration expenses. Corporate, general and administration expenses decreased $0.2 million, or 11.1% to $1.6 million for three months ended March 31, 2024 from $1.8 million for three months ended March 31, 2023, driven primarily by decreases in salary and payroll related expenses. As a percentage of net revenues, these expenses decreased to 7.5% for the three months ended March 31, 2024 from 9.0% for the three months ended March 31, 2023.

Seasonality

Our member base 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. We have generally experienced the greatest member growth in the fourth and first quarters (October through February), and slowest during May through August. This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue. As we continue to expand internationally, we 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 2024 are expected to be between $10.0 to $12.0 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 began to generate positive cash flows from operations since 2020 and have continued to generate cash flows from operations since. We expect to continue generating positive cash flows from operations during the remainder of 2024. We generated approximately $5.9 million in cash flows from operations during the three months ended March 31, 2024. As of March 31, 2024, our cash balance was $8.6 million.

As described in Note 4, 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. As of March 31, 2024, there were no outstanding borrowings under the Credit Agreement.

As described in Note 10, during April of 2024, a majority owned subsidiary of the Company raised approximately $10.8 million of equity financing, including $4.0 million from Gaia, with a majority of the proceeds being used to acquire a technology license. The shares associated with this $10.8 million were issued in April 2024. The Company is still evaluating the transaction from an accounting perspective.

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 our 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.

 

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Cash Flows

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

		For the Three Months Ended March 31,
(in thousands)		2024				2023
Net cash provided by (used in):
Operating activities			5,936				686
Investing activities			(1,073	)			(1,418	)
Financing activities			(30	)			18
Net change in cash		$	4,833			$	(714	)

Operating activities. Cash flows provided by operations increased approximately $5.3 million during the first three months of 2024 compared to the same period in 2023. The increase was primarily driven by changes in earnings, timing of working capital, primarily accrued liabilities and deferred revenues.

Investing activities. Cash flows used in investing activities decreased $0.3 million during the first three months of 2024 compared to the same period in 2023 due primarily to lower budgeted capital expenditures.

Financing activities. Cash flows provided by financing activities were primarily impacted by repayment of long term debt

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

Management (i.e., the Company’s principal executive officer and principal 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 March 31, 2024, our management has concluded that those disclosure controls and procedures were not effective at a reasonable assurance level based on the previously identified material weaknesses in our internal control over financial reporting as described below. Notwithstanding the previously identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer, believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Previously Identified Material Weakness

In the course of preparing our consolidated financial statements for the fiscal year ended December 31, 2023, we identified two material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting, we identified the following control deficiencies that represent material weaknesses as of December 31, 2023.

Specifically, we determined that we did not have appropriate technical accounting and financial reporting capabilities to properly record in our financial statements certain complex or unusual transactions. Additionally, we determined our financial close and reporting process was inadequate due to insufficient analysis of certain accounts and inadequate financial reporting systems.

These material weaknesses resulted in incorrect accounting entries that were identified and corrected through the audit of our fiscal year ended December 31, 2023. In addition, these material weaknesses resulted in errors in the consolidated financial statements and related disclosures in our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 through September 30, 2023.

Ongoing Remediation of Previously Identified Material Weakness

We have begun taking measures, and plan to continue to take measures, to remediate the material weaknesses. In order to address these material weaknesses, we have begun to implement additional procedures and controls in the financial statement close and reporting process, which include enhanced system capabilities in most areas, enhanced reconciliation controls, enhanced review controls and financial close checklists which aim to ensure all necessary reviews and reconciliations are occurring as designed.

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Additionally, we have begun to enhance access to accounting training, literature, research materials and plan to increase communication channels among our personnel and outsourced third-party professionals with whom we may consult regarding the application of complex accounting transactions. We also plan to hire additional accounting and finance personnel with technical accounting and financial reporting experience.

We believe the measures described above along with other elements of our remediation plan will remediate the material weaknesses identified and strengthen our internal controls over financial reporting. We are committed to continuing to improve our internal control processes and have begun to implement the measures described above. We will also continue to review, optimize and enhance our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies or we may modify certain of the remediation measures described above. We will not consider our material weaknesses remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

For more information concerning the material weakness identified and remediation steps, see the section titled “Risk Factors – Risks Related to our Material Weakness and Restatements” included in our Annual Report on Form 10-K, filed on March 29, 2024.

Changes in Internal Control over Financial Reporting

Other than the ongoing material weakness remediation activities described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 that we filed with the SEC on March 29, 2024.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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 Principal 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 Principal 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)
May 6, 2024	By:	/s/ James Colquhoun
Date		James Colquhoun
		Chief Executive Officer
		(Authorized Officer)
May 6, 2024	By:	/s/ Ned Preston
Date		Ned Preston
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

---

Exhibit 31.1

CERTIFICATION

I, James Colquhoun, certify that:

Date: May 6, 2024

 

/s/ James Colquhoun

James Colquhoun

Chief Executive Officer

(Principal Executive Officer)

 

---

Exhibit 31.2

CERTIFICATION

I, Ned Preston, certify that:

Date: May 6, 2024

 

/s/ Ned Preston

Ned Preston

Chief Financial Officer

(Principal Financial Officer)

 

---

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gaia, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, James Colquhoun, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

Date: May 6, 2024

 

/s/ James Colquhoun

James Colquhoun

Chief Executive Officer

(Principal Executive Officer)

A signed original of the written statement required by Section 906 has been provided to Gaia will be retained by Gaia and furnished to the Securities and Exchange Commission or its staff upon request.

---

Exhibit 32.2

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gaia, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Ned Preston, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

Date: May 6, 2024

 

/s/ Ned Preston

Ned Preston

Chief Financial Officer

(Principal Financial Officer)

A signed original of the written statement required by Section 906 has been provided to Gaia and will be retained by Gaia and furnished to the Securities and Exchange Commission or its staff upon request.

---

v3.24.1.u1

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 02, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Trading Symbol	GAIA
Entity Registrant Name	GAIA, INC
Entity Central Index Key	0001089872
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	000-27517
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
Entity Interactive Data Current	Yes
Title of 12(b) Security	Class A Common Stock
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	CO
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		18,046,018
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,400,000

v3.24.1.u1

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
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
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 (Note 4)	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
Commitments and Contingencies (Note 8)
Shareholders equity:
Additional paid-in capital	171,044	170,695
Accumulated deficit	(86,240)	(85,195)
Total Gaia, Inc. shareholders' equity	84,807	85,503
Noncontrolling interests	1,351	1,277
Total equity	86,158	86,780
Total liabilities and equity	133,842	130,273
Class A Common Stock [Member]
Shareholders equity:
Common stock	2	2
Class B Common Stock [Member]
Shareholders equity:
Common stock	$ 1	$ 1

v3.24.1.u1

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Class A Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	17,825,331	17,813,179
Common stock, shares outstanding	17,760,526	17,748,374
Class B Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	5,400,000	5,400,000
Common stock, shares outstanding	5,400,000	5,400,000

v3.24.1.u1

Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues, net	$ 21,693	$ 19,647
Cost of revenues	3,168	2,773
Gross profit	18,525	16,874
Operating 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)
Net loss	(971)	(1,268)
Net income attributable to noncontrolling interests	74	38
Net loss attributable to common shareholders	$ (1,045)	$ (1,306)
Basic
Continuing operations (attributable to common shareholders)	$ (0.05)	$ (0.06)
Basic loss per share	(0.05)	(0.06)
Diluted
Continuing operations (attributable to common shareholders)	(0.05)	(0.06)
Diluted loss per share	$ (0.05)	$ (0.06)
Weighted-average shares outstanding:
Basic	23,161	20,826
Diluted	23,161	20,826

v3.24.1.u1

Condensed Consolidated Statements of Changes in Equity (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Accumulated Deficit	Additional Paid-in Capital	Noncontrolling Interest
Beginning balance at Dec. 31, 2022	$ 85,859	$ 2	$ (79,393)	$ 164,180	$ 1,070
Beginning balance (in shares) at Dec. 31, 2022		20,806,186
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation	104			104
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation (in shares)		19,606
Share-based compensation	82
Net Income (Loss)	(1,268)		(1,306)		38
Ending balance at Mar. 31, 2023	84,695	$ 2	(80,699)	164,284	1,108
Ending balance (in shares) at Mar. 31, 2023		20,825,792
Beginning balance at Dec. 31, 2023	86,780	$ 3	(85,195)	170,695	1,277
Beginning balance (in shares) at Dec. 31, 2023		23,148,374
Issuance of Gaia, Inc. common stock for employee stock purchase plan	14			14
Issuance of Gaia, Inc. common stock for employee stock purchase plan, Shares		7,444
Issuance of Gaia, Inc. common stock for RSU releases		4,708
Share-based compensation	335			335
Net Income (Loss)	(971)		(1,045)		74
Ending balance at Mar. 31, 2024	$ 86,158	$ 3	$ (86,240)	$ 171,044	$ 1,351
Ending balance (in shares) at Mar. 31, 2024		23,160,526

v3.24.1.u1

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (971)	$ (1,268)
Adjustments to reconcile net loss to net cash provided by operating activities:
Media library amortization	2,455	2,169
Depreciation and amortization	2,011	1,989
Noncash operating lease expense	206	207
Share-based compensation expense	335	82
Additions to media library	(1,643)	(2,452)
Equity method investment losses		125
Changes in operating assets and liabilities:
Accounts receivable	(627)	113
Other receivables	(57)	(509)
Prepaid expenses and other current assets	157	(131)
Accounts payable	(835)	828
Accrued and other liabilities	2,951	(1,898)
Deferred revenue	1,954	1,431
Net cash provided by operating activities	5,936	686
Cash flows from investing activities:
Additions to property and equipment	(1,073)	(1,418)
Net cash used in investing activities	(1,073)	(1,418)
Cash flows from financing activities:
Repayment of long-term debt	(44)	(6,304)
Proceeds from short term borrowings		6,300
Proceeds from the issuance of common stock	14	22
Net cash (used in) provided by financing activities	(30)	18
Net change in cash, cash equivalents and restricted cash	4,833	(714)
Cash, cash equivalents and restricted cash, beginning of period	7,766	11,562
Cash, cash equivalents and restricted cash, end of period	12,599	10,848
Supplemental disclosure of cash flow information
Cash paid for interest	108	$ 125
Supplemental disclosure of non-cash investing and financing activities
Additions to property and equipment in Accounts payable	$ (165)

v3.24.1.u1

Organization, Nature of Operations, and Principles of Consolidation	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Organization, Nature of Operations, and Principles of Consolidation	1. Organization, Nature of Operations, and Principles of Consolidation Gaia, Inc. operates a global digital video subscription service and on-line community that strives to connect 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 – 88% 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 organized 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 comprises approximately 75% of our members’ viewing time. 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 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. Restricted Cash When applicable Gaia restricts cash designated for future investment funding. These funds are held in compliance with contractual agreements or other projects earmarked for capital raises to support strategic investments. The restriction ensures the dedicated allocation of funds for intended investment purposes. Restricted cash has an offsetting liability in Accrued and other liabilities. Use of Estimates and Reclassifications The preparation of the interim condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying interim condensed consolidated 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.   During the year ended December 31, 2023, the Company determined it had the ability to exercise influence over Telomeron, Inc. (“Telomeron”) and, therefore, used the equity method of accounting to account for its equity interest. During the first quarter of 2024, the Company determined it no longer has the ability to exercise significant influence over Telomeron and, as such, the investment was reclassified at its carrying value to an equity security investment. The investment has been reclassed into Investments and other assets, net on our condensed consolidated balance sheets. Recently Issued Accounting Pronouncements Not Yet Adopted 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, 2023. The following recently issued accounting pronouncements are being evaluated but have not yet been adopted. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

v3.24.1.u1

Revenue Recognition	3 Months Ended
	Mar. 31, 2024
Revenue Recognition [Abstract]
Revenue Recognition	2. Revenue Recognition Revenues consist primarily of subscription fees paid by our members. We present revenues net of the taxes that are collected from members and remitted to governmental authorities. Members are billed in advance and revenues are recognized ratably over the subscription term. Deferred revenues consist of subscription fees collected from members that have not been earned and are recognized ratably over the remaining term of the subscription. We recognize revenue on a net basis for relationships where our third-party platform partners (“Partner”) have the primary relationship, including billing and service delivery, with the member. We recognize revenue on a gross basis for members whose primary relationship is with Gaia. Payments made to Partners to assist in promoting our service on their platforms are expensed to 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.

v3.24.1.u1

Equity and Share-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Equity and Share-Based Compensation	3. Equity and Share-Based Compensation During the first three months of 2024 and 2023, we recognized approximately $335 and $82, 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 interim condensed consolidated statements of operations. There were no options exercised during the first three months of 2024 or 2023.

v3.24.1.u1

Debt	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Debt	4. Debt 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. Boulder Road received consideration of $13.2 million in the transaction. On December 28, 2020, Boulder Road and Westside (“Borrower”) entered into a loan agreement with First Interstate Bank, as lender, providing for a mortgage loan in the principal amount of $13.0 million. The mortgage bears interest at a fixed rate of 3.75% per annum, matures on December 28, 2025, 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 loan proceeds and are each responsible for 50% of the monthly installments. Gaia guaranteed payment of the mortgage. The mortgage contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Borrower’s ability to incur liens or debt, make investments, or engage in certain fundamental changes. Additionally, the Credit Agreement requires Boulder Road to maintain a minimum Debt Service Ratio – Pre Distribution of 1.35 to 1.00 annually and a minimum Debt Service Ratio – Post Distribution of 1.15 to 1.00 annually. As of March 31, 2024 and December 31, 2023, the Company was in compliance with all related covenants. 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 million with a sublimit of $1 million 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 permanent acquisitions or other investments. There were no outstanding borrowings as of March 31, 2024 and December 31, 2023. 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 Secured Overnight Financing Rate (“SOFR”) (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 Company satisfied this requirement during October and November 2023. 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. As of March 31, 2024 and 2023, the Company was in compliance with all related covenants. Maturities on long-term debt, net are: (in thousands)       2024 (remaining)   $ 156   2025     5,762       $ 5,918

v3.24.1.u1

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Leases	5. Leases In connection with the sale of a portion of our corporate campus as further discussed in Note 4, we leased the property pursuant to a master lease for an initial term extending through September 30, 2030, with two five-year extensions. The extension options are not recognized as part of the right-of-use asset and lease liability. 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. At March 31, 2024, the weighted average remaining lease term was 6.50 years and the weighted average discount rate was 3.75%. 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:     March 31,     December 31,   (in thousands)   2024     2023   Operating right-of-use asset, net   $ 6,082     $ 6,288                 Operating lease liability, current portion   $ 795     $ 780   Operating lease liability, net of current portion     5,503       5,708     $ 6,298     $ 6,488     Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $265 and $266 for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, and for the subsequent years ended December 31, future maturity is as follows:   (in thousands)       2024 (remaining)   $ 757   2025     1,035   2026     1,064   2027     1,093   2028     1,123   Thereafter     2,037   Future lease payments, gross     7,109   Less: Imputed interest     (811 ) Operating lease liability   $ 6,298

v3.24.1.u1

Loss Per Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Loss Per Share	6. Loss Per Share Basic loss per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted loss 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 March 31,   (in thousands, except per share data)   2024     2023       (unaudited)   Weighted-average common stock outstanding     23,161       20,826   Weighted-average number of shares     23,161       20,826       We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common shareholders:     For the Three Months Ended March 31,   (in thousands)   2024     2023       (unaudited)    Common stock equivalents excluded due to net loss     —       69    Employee stock options and RSUs     1,573       439         1,573       508

v3.24.1.u1

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	7. 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 March 31, 2024. As of March 31, 2024, our net operating loss carryforwards on a gross basis were $79.6 million and $25.9 million for federal and state, respectively. The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) is a stimulus bill which was in response to economic consequences of the COVID-19 pandemic. The CARES Act provided an employee retention credit, which is a refundable tax credit against certain employment taxes. During 2023, we recorded $1.75 million related to the employee retention credit in Selling and operating expenses in the condensed consolidated statements of operations with a related receivable balance from the United States government related to the CARES Act, which is recorded in Prepaid expenses and other current assets on our condensed consolidated balance sheets.

v3.24.1.u1

Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Contingencies	8. 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 March 31, 2024 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. The Company is subject to tax examinations for non-income taxes in foreign jurisdictions where it provides services to consumers residing in foreign jurisdictions. A number of these examinations are ongoing and, in certain cases, have resulted in assessments from foreign tax authorities. An accrual for non-income tax liability is recognized for foreign jurisdictions when it is probable that a liability has been incurred and the non-income tax exposure can be reasonably estimated. For other foreign jurisdictions requiring non-income taxes, the Company has determined that the non-income tax exposure is reasonably possible. However, due that the Company is in early stages of the examination or a lack of communication from foreign tax authorities, and the Company’s prior experience with foreign tax authorities, the Company is unable to reasonably estimate the amount of non-income tax exposure that may be incurred.

v3.24.1.u1

Segment and Geographic Information	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Segment and Geographic Information	9. Segment and Geographic Information   Our chief operating decision maker reviews operating results on a consolidated basis and has determined that we have one reportable segment. We have members in the United States and over 185 foreign countries. The major geographic territories are the U.S., Canada and Australia based on the billing location of the member. The following represents geographical data for our operations:       For the Three Months Ended March 31,   (in thousands)   2024     2023   Revenue:             United States   $ 12,146     $ 11,715   International     9,547       7,932       $ 21,693     $ 19,647

v3.24.1.u1

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events   During April of 2024, a majority owned subsidiary of the Company raised approximately $10.8 million of equity financing, including $4.0 million from Gaia, with a majority of the proceeds being used to acquire a technology license. The shares associated with this $10.8 million were issued in April 2024. The Company is still evaluating the transaction from an accounting perspective.

v3.24.1.u1

Organization, Nature of Operations, and Principles of Consolidation (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Restricted Cash	Restricted Cash When applicable Gaia restricts cash designated for future investment funding. These funds are held in compliance with contractual agreements or other projects earmarked for capital raises to support strategic investments. The restriction ensures the dedicated allocation of funds for intended investment purposes. Restricted cash has an offsetting liability in Accrued and other liabilities.
Use of Estimates and Reclassifications	Use of Estimates and Reclassifications The preparation of the interim condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying interim condensed consolidated 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.   During the year ended December 31, 2023, the Company determined it had the ability to exercise influence over Telomeron, Inc. (“Telomeron”) and, therefore, used the equity method of accounting to account for its equity interest. During the first quarter of 2024, the Company determined it no longer has the ability to exercise significant influence over Telomeron and, as such, the investment was reclassified at its carrying value to an equity security investment. The investment has been reclassed into Investments and other assets, net on our condensed consolidated balance sheets.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted 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, 2023. The following recently issued accounting pronouncements are being evaluated but have not yet been adopted. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

v3.24.1.u1

Debt (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Maturities on Long Term Debt, Net	Maturities on long-term debt, net are: (in thousands)       2024 (remaining)   $ 156   2025     5,762       $ 5,918

v3.24.1.u1

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of Right of Use Asset and Related Lease Liability and Supplemental Cash Flow Information	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:     March 31,     December 31,   (in thousands)   2024     2023   Operating right-of-use asset, net   $ 6,082     $ 6,288                 Operating lease liability, current portion   $ 795     $ 780   Operating lease liability, net of current portion     5,503       5,708     $ 6,298     $ 6,488
Schedule of Future Maturity of Lease Liability	Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $265 and $266 for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, and for the subsequent years ended December 31, future maturity is as follows:   (in thousands)       2024 (remaining)   $ 757   2025     1,035   2026     1,064   2027     1,093   2028     1,123   Thereafter     2,037   Future lease payments, gross     7,109   Less: Imputed interest     (811 ) Operating lease liability   $ 6,298

v3.24.1.u1

Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Weighted-Average Diluted Shares Outstanding	The weighted-average diluted shares outstanding computation is:     For the Three Months Ended March 31,   (in thousands, except per share data)   2024     2023       (unaudited)   Weighted-average common stock outstanding     23,161       20,826   Weighted-average number of shares     23,161       20,826
Summary of Potential Common Shares Excluded from Diluted Calculation	We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common shareholders:     For the Three Months Ended March 31,   (in thousands)   2024     2023       (unaudited)    Common stock equivalents excluded due to net loss     —       69    Employee stock options and RSUs     1,573       439         1,573       508

v3.24.1.u1

Segment and Geographic Information (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Geographical Data for Operations	The following represents geographical data for our operations:       For the Three Months Ended March 31,   (in thousands)   2024     2023   Revenue:             United States   $ 12,146     $ 11,715   International     9,547       7,932       $ 21,693     $ 19,647

v3.24.1.u1

Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2024 Title Channel
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Number of channels | Channel	4
Percentage of produced and owned content views	75.00%
Minimum [Member]
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Number of titles available in digital content library | Title	10,000
Percentage of digital streaming exclusively available for subscribers	88.00%

v3.24.1.u1

Equity and Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Share-based compensation expense	$ 335	$ 82
Options exercised during period	0	0

v3.24.1.u1

Debt - Additional Information (Detail) - USD ($)			3 Months Ended
	Dec. 28, 2020	Sep. 09, 2020	Mar. 31, 2024	Dec. 31, 2023	Aug. 25, 2022
Debt Instrument [Line Items]
Covenant compliance			As of March 31, 2024 and 2023, the Company was in compliance with all related covenants.
Credit Agreement [Member] | Keybank [Member]
Debt Instrument [Line Items]
Required aggregate outstanding amount for period of 30 consecutive days			$ 0
Number of days considered for calculation of aggregate outstanding amount			30 days
Minimum required fixed charge coverage ratio			1.2
Maximum required leverage ratio			1.5
Line of credit facility, expiration			Aug. 25, 2025
Credit Agreement [Member] | Keybank [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity under credit facility					$ 10,000,000
Credit Agreement [Member] | Keybank [Member] | Letters of Credit [Member]
Debt Instrument [Line Items]
Sublimit for letter of credit facility					$ 1,000,000
Loan principal amount			$ 0	$ 0
Outstanding borrowings			$ 0	$ 0
Credit Agreement [Member] | Keybank [Member] | Floor Rate [Member]
Debt Instrument [Line Items]
Interest rate			0.00%
Credit Agreement [Member] | Keybank [Member] | SOFR [Member]
Debt Instrument [Line Items]
Percentage of adjustment to floor interest rate			0.10%
Credit Agreement [Member] | Keybank [Member] | Margin [Member]
Debt Instrument [Line Items]
Percentage of adjustment to floor interest rate			2.00%
Credit Agreement [Member] | Keybank [Member] | Benchmark or SOFR Unavailability Period [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate			3.00%
Credit Agreement [Member] | Keybank [Member] | Benchmark or SOFR Unavailability Period [Member] | Margin [Member] | Minimum [Member]
Debt Instrument [Line Items]
Percentage of adjustment to floor interest rate			1.00%
Credit Agreement [Member] | Keybank [Member] | Benchmark or SOFR Unavailability Period [Member] | Federal Funds Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Percentage of adjustment to floor interest rate			0.50%
Boulder Road LLC [Member]
Debt Instrument [Line Items]
Subsidiary interest percentage		50.00%
Undivided interest sold consideration received		$ 13,200,000
Boulder Road LLC [Member] | Maximum [Member]
Debt Instrument [Line Items]
Minimum debt service ratio - pre distribution	1
Minimum debt service ratio - post distribution	1
Boulder Road LLC [Member] | Minimum [Member]
Debt Instrument [Line Items]
Minimum debt service ratio - pre distribution	1.35
Minimum debt service ratio - post distribution	1.15
Boulder Road and Westside Boulder, LLC [Member] | Loan Agreement [Member] | First Interstate Bank [Member] | Mortgage Loan [Member]
Debt Instrument [Line Items]
Loan principal amount	$ 13,000,000
Interest rate	3.75%
Debt instrument, maturity date	Dec. 28, 2025
Percentage of line of credit proceeds	50.00%
Percentage of line of credit monthly installments	50.00%
Outstanding borrowings	$ 13,000,000
Westside Boulder, LLC. [Member] | Boulder Road LLC [Member]
Debt Instrument [Line Items]
Undivided interest sold percentage		50.00%

v3.24.1.u1

Debt - Schedule of Maturities on Long Term Debt, Net (Detail) $ in Thousands	Mar. 31, 2024 USD ($)
Maturities of Long-Term Debt [Abstract]
2024 (remaining)	$ 156
2025	5,762
Total maturities on long-term debt	$ 5,918

v3.24.1.u1

Leases - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Lessee Lease Description [Line Items]
Operating lease, extending Description	we leased the property pursuant to a master lease for an initial term extending through September 30, 2030, with two five-year extensions
Operating lease, existence of option to extend [true false]	true
Operating right-of-use asset, net	$ 6,082		$ 6,288
Operating lease liability	$ 6,298		$ 6,488
Operating lease, weighted average remaining lease term	6 years 6 months
Operating lease, weighted average discount rate	3.75%
Operating lease expense	$ 265	$ 266
Two Five Year Extensions [Member]
Lessee Lease Description [Line Items]
Operating lease, Renewal Term	5 years

v3.24.1.u1

Leases - Schedule of Right of Use Asset and Related Lease Liability (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating right-of-use asset, net	$ 6,082	$ 6,288
Operating lease liability, current portion	795	780
Operating lease liability, net of current portion	5,503	5,708
Operating Lease, Liability	$ 6,298	$ 6,488

v3.24.1.u1

Leases - Schedule of Future Maturity of Lease Liability (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2024 (remaining)	$ 757
2025	1,035
2026	1,064
2027	1,093
2028	1,123
Thereafter	2,037
Future lease payments, gross	7,109
Less: Imputed interest	(811)
Operating lease liability	$ 6,298	$ 6,488

v3.24.1.u1

Loss Per Share - Schedule of Weighted-Average Diluted Shares Outstanding (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Weighted-average common stock outstanding	23,161	20,826
Weighted-average number of shares	23,161	20,826

v3.24.1.u1

Loss Per Share - Summary of Potential Common Shares Excluded from Diluted Calculation (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,573	508
Common Stock Equivalents Excluded due to Net Loss [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	0	69
Employee Stock Options and RSUs [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,573	439

v3.24.1.u1

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2024
Income Taxes [Line Items]
Employee retention credit in Selling and operating expenses related to CARES Act	$ 1,750
Federal [Member]
Income Taxes [Line Items]
Net operating loss carryforwards		$ 79,600
State [Member]
Income Taxes [Line Items]
Net operating loss carryforwards		$ 25,900

v3.24.1.u1

Segment and Geographic Information - Geographical Data for Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Business combination net operating revenue	$ 21,693	$ 19,647
United States [Member]
Revenue:
Business combination net operating revenue	12,146	11,715
International [Member]
Revenue:
Business combination net operating revenue	$ 9,547	$ 7,932

v3.24.1.u1

Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] $ in Millions	1 Months Ended
	Apr. 30, 2024 USD ($)
Subsequent Event [Line Items]
Equity financing raised by subsidiary	$ 10.8
Gaia
Subsequent Event [Line Items]
Equity financing raised by subsidiary	$ 4.0

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