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GAIA, INC - Quarter Report: 2023 June (Form 10-Q)

10-Q

 

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 June 30, 2023

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

 

img882781_0.jpg 

 

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 July 28, 2023

Class A Common Stock ($0.0001 par value)

 

15,754,425

Class B Common Stock ($0.0001 par value)

 

5,400,000

 

 


 

GAIA, INC.

FORM 10-Q

INDEX

 

PART I—FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements (Unaudited):

3

 

 

 

 

Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022

4

 

 

 

 

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022

5

 

 

 

 

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2023 and 2022

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022

7

 

 

 

 

Notes to interim condensed consolidated financial statements

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

16

 

 

 

Item 4.

Controls and Procedures

16

 

 

 

PART II—OTHER INFORMATION

17

 

 

Item 1.

Legal Proceedings

17

 

 

 

Item 1A.

Risk Factors

17

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

 

 

 

Item 3.

Defaults Upon Senior Securities

17

 

 

 

Item 4.

Mine Safety Disclosures

17

 

 

 

Item 5.

Other Information

17

 

 

 

Item 6.

Exhibits

18

 

 

 

 

SIGNATURES

19

 

 

 

2


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Unaudited Interim Condensed Consolidated Financial Statements

We have prepared our unaudited interim condensed consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to these rules and regulations, we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our consolidated financial position as of June 30, 2023, the interim results of operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. Operating results for the three and six months ended June 30, 2023 and 2022 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, 2022 was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K. The interim condensed consolidated financial statements contained herein should be read in conjunction with our audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2022.

3


 

GAIA, INC.

Condensed Consolidated Balance Sheets

 

 

June 30,

 

 

December 31,

 

(in thousands, except share and per share data)

 

2023

 

 

2022

 

 

 

(unaudited)

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

10,879

 

 

$

11,562

 

Accounts receivable

 

 

3,620

 

 

 

2,955

 

Prepaid expenses and other current assets

 

 

2,730

 

 

 

2,656

 

Total current assets

 

 

17,229

 

 

 

17,173

 

Media library, software and equipment, net

 

 

51,198

 

 

 

51,115

 

Right-of-use lease asset, net

 

 

6,694

 

 

 

7,093

 

Real estate, investment and other assets, net

 

 

30,569

 

 

 

30,979

 

Goodwill

 

 

31,943

 

 

 

31,943

 

Total assets

 

$

137,633

 

 

$

138,303

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable, accrued and other liabilities

 

$

12,384

 

 

$

12,355

 

Short-term debt and lease liability

 

 

911

 

 

 

894

 

Deferred revenue

 

 

15,476

 

 

 

14,124

 

Total current liabilities

 

 

28,771

 

 

 

27,373

 

Long-term debt, net

 

 

14,881

 

 

 

14,958

 

Long-term lease liability

 

 

6,105

 

 

 

6,489

 

Deferred taxes

 

 

499

 

 

 

499

 

Total liabilities

 

 

50,256

 

 

 

49,319

 

Shareholders' equity:

 

 

 

 

 

 

Class A common stock, $0.0001 par value, 150,000,000 shares
   authorized,
15,754,425 and 15,406,186 shares issued and outstanding
   at June 30, 2023 and December 31, 2022, respectively

 

 

1

 

 

 

1

 

Class B common stock, $0.0001 par value, 50,000,000 shares
   authorized,
5,400,000 shares issued and outstanding
   at June 30, 2023 and December 31, 2022

 

 

1

 

 

 

1

 

Additional paid-in capital

 

 

165,434

 

 

 

164,180

 

Accumulated deficit

 

 

(78,059

)

 

 

(75,198

)

Total shareholders' equity

 

 

87,377

 

 

 

88,984

 

Total liabilities and shareholders' equity

 

$

137,633

 

 

$

138,303

 

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.

4


 

GAIA, INC.

Condensed Consolidated Statements of Operations

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

(in thousands, except per share data)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

(unaudited)

 

Revenues, net

 

$

19,839

 

 

$

20,720

 

 

$

39,486

 

 

$

42,551

 

Cost of revenues

 

 

2,839

 

 

 

2,759

 

 

 

5,612

 

 

 

5,664

 

Gross profit

 

 

17,000

 

 

 

17,961

 

 

 

33,874

 

 

 

36,887

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and operating

 

 

17,085

 

 

 

15,869

 

 

 

33,208

 

 

 

32,654

 

Corporate, general and administration

 

 

1,520

 

 

 

1,794

 

 

 

3,293

 

 

 

3,579

 

Acquisition costs

 

 

 

 

 

 

 

 

 

 

 

49

 

Total operating expenses

 

 

18,605

 

 

 

17,663

 

 

 

36,501

 

 

 

36,282

 

Income (loss) from operations

 

 

(1,605

)

 

 

298

 

 

 

(2,627

)

 

 

605

 

Interest and other expense, net

 

 

(113

)

 

 

(50

)

 

 

(234

)

 

 

(110

)

Income (loss) before income taxes

 

 

(1,718

)

 

 

248

 

 

 

(2,861

)

 

 

495

 

Provision for (benefit from) income taxes

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

 

(1,718

)

 

 

248

 

 

 

(2,861

)

 

 

495

 

Income (loss) from discontinued operations

 

 

 

 

 

(132

)

 

 

 

 

 

(293

)

Net income (loss)

 

$

(1,718

)

 

$

116

 

 

$

(2,861

)

 

$

202

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.08

)

 

$

0.01

 

 

$

(0.14

)

 

$

0.02

 

Discontinued operations

 

$

 

 

$

(0.01

)

 

$

 

 

$

(0.01

)

Basic earnings (loss) per share

 

$

(0.08

)

 

$

 

 

$

(0.14

)

 

$

0.01

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.08

)

 

$

0.01

 

 

$

(0.14

)

 

$

0.02

 

Discontinued operations

 

$

 

 

$

(0.01

)

 

$

 

 

$

(0.01

)

Diluted earnings (loss) per share

 

$

(0.08

)

 

$

 

 

$

(0.14

)

 

$

0.01

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

20,874

 

 

 

20,788

 

 

 

20,850

 

 

 

20,627

 

Diluted

 

 

20,874

 

 

 

20,795

 

 

 

20,850

 

 

 

20,795

 

See accompanying notes to the interim condensed consolidated financial statements.

5


 

GAIA, INC.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

 

 

(unaudited)

 

(in thousands, except shares)

 

Total Shareholders'
Equity

 

 

Accumulated
Deficit

 

 

Common
Stock
Amount

 

 

Additional
Paid-in
Capital

 

 

Common
Stock
Shares

 

Balance at January 1, 2022

 

$

90,215

 

 

$

(72,103

)

 

$

2

 

 

$

162,316

 

 

 

20,461,337

 

'Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation

 

 

540

 

 

 

 

 

 

 

 

 

540

 

 

 

313,823

 

Net income

 

 

86

 

 

 

86

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2022

 

$

90,841

 

 

$

(72,017

)

 

$

2

 

 

$

162,856

 

 

 

20,775,160

 

Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation

 

 

433

 

 

 

 

 

 

 

 

 

433

 

 

 

31,026

 

Net Income

 

 

116

 

 

 

116

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2022

 

$

91,390

 

 

$

(71,901

)

 

$

2

 

 

$

163,289

 

 

 

20,806,186

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2023

 

$

88,984

 

 

$

(75,198

)

 

$

2

 

 

$

164,180

 

 

 

20,806,186

 

Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation

 

 

104

 

 

 

 

 

 

 

 

 

104

 

 

 

19,606

 

Net loss

 

 

(1,143

)

 

 

(1,143

)

 

 

 

 

 

 

 

 

 

Balance at March 31, 2023

 

$

87,945

 

 

$

(76,341

)

 

$

2

 

 

$

164,284

 

 

 

20,825,792

 

Issuance of Gaia, Inc. common stock for media library acquisition

 

 

669

 

 

 

 

 

 

 

 

 

669

 

 

 

272,980

 

Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, and share-based compensation

 

 

481

 

 

 

 

 

 

 

 

 

481

 

 

 

55,653

 

Net loss

 

 

(1,718

)

 

 

(1,718

)

 

 

 

 

 

 

 

 

 

Balance at June 30, 2023

 

$

87,377

 

 

$

(78,059

)

 

$

2

 

 

$

165,434

 

 

 

21,154,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the interim condensed consolidated financial statements.

6


 

GAIA, INC.

Condensed Consolidated Statements of Cash Flows

 

 

 

For the Six Months Ended June 30,

 

(in thousands)

 

2023

 

 

2022

 

 

 

(unaudited)

 

Operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

(2,861

)

 

$

202

 

Loss from discontinued operations

 

 

 

 

 

293

 

Income (loss) from continuing operations

 

 

(2,861

)

 

 

495

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

8,374

 

 

 

7,904

 

Share-based compensation expense

 

 

543

 

 

 

930

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(665

)

 

 

(244

)

Prepaid expenses and other assets

 

 

(333

)

 

 

(292

)

Accounts payable and accrued liabilities

 

 

70

 

 

 

(2,476

)

Deferred revenue

 

 

1,352

 

 

 

371

 

Net cash provided by operating activities - continuing operations

 

 

6,480

 

 

 

6,688

 

Net cash provided by (used in) operating activities - discontinued operations

 

 

 

 

 

(293

)

Net cash provided by operating activities

 

 

6,480

 

 

 

6,395

 

Investing activities:

 

 

 

 

 

 

Additions to media library, software and equipment

 

 

(7,119

)

 

 

(9,572

)

Acquisitions, net of cash acquired, and purchase of intangible assets

 

 

 

 

 

(847

)

Net cash used in investing activities

 

 

(7,119

)

 

 

(10,419

)

Financing activities:

 

 

 

 

 

 

Repayment of debt

 

 

(12,686

)

 

 

(93

)

Proceeds from short-term borrowings

 

 

12,600

 

 

 

 

Proceeds from the issuance of common stock

 

 

42

 

 

 

43

 

Net cash used in financing activities

 

 

(44

)

 

 

(50

)

Net change in cash

 

 

(683

)

 

 

(4,074

)

Cash at beginning of period

 

 

11,562

 

 

 

10,269

 

Cash at end of period

 

$

10,879

 

 

$

6,195

 

Supplemental cash flow information

 

 

 

 

 

 

Interest paid

 

$

253

 

 

$

129

 

Value of shares issued for acquisition of content added to Media Library

 

$

669

 

 

 

 

See accompanying notes to the interim condensed consolidated financial statements.

7


 

Notes to interim condensed consolidated financial statements

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

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

Gaia, Inc. (“Gaia,” “we” or “us”) operates a global digital video subscription service and on-line community that caters to a unique and underserved member base. Our digital content library includes over 10,000 titles, with a growing selection of titles available in Spanish, German and French. Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation-related content and more – 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 accounting principles generally accepted in the United States (“GAAP”), and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results.

There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2022.

Use of Estimates and Reclassifications

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates. We have made certain reclassifications to prior period amounts to conform to the current period presentations.

Discontinued Operations

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

2. Revenue Recognition

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

3. Equity and Share-Based Compensation

During the first six months of 2023 and 2022, we recognized approximately $543 and $930, respectively, of share-based compensation expense. Total share-based compensation expense is reported in selling and operating expenses and corporate, general and administration expenses on our condensed consolidated statements of operations. There were no options exercised during the first six months of 2023 or 2022.

4. Goodwill and Other Intangible Assets

There were no changes in goodwill for the period from December 31, 2022 through June 30, 2023.

8


 

The following table represents our other intangible assets by major asset class as of the dates indicated, which are included in Real estate, investment and other assets, net on the accompanying condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022.

(in thousands)

 

June 30, 2023

 

 

December 31, 2022

 

Amortizable Intangible Assets

 

 

 

 

 

 

Customer relationships

 

$

2,000

 

 

$

2,000

 

Tradenames

 

 

270

 

 

 

270

 

Accumulated amortization

 

 

(863

)

 

 

(579

)

 

 

$

1,407

 

 

$

1,691

 

 

 

 

 

 

 

 

Unamortized Intangible Assets

 

 

 

 

 

 

Domain names

 

$

563

 

 

$

563

 

Our amortizable assets are expected to be amortized on a straight-line basis over 48 months. Amortization expense was $142 for the three months ended June 30, 2023 and 2022 and $284 for the six months ended June 30, 2023 and 2022. Future amortization of our amortizable intangible assets as of June 30, 2023 is expected to be as follows:

(in thousands)

 

 

 

2023 (remaining)

 

$

283

 

2024

 

 

568

 

2025

 

 

556

 

 

 

$

1,407

 

 

5. Debt

On September 9, 2020, 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 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 is subject to certain financial covenants related to the underlying property.

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 $10.0 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 permitted acquisitions or other investments. On March 31, 2023, $9.0 million was drawn under the Credit Agreement, which is included in Long-term debt, net on the accompanying condensed consolidated balance sheets as of March 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 SOFR rate (subject to a floor of 0.00%), plus, the SOFR Index Adjustment of 0.10%, plus a margin of 2.00%; provided, that, during the existence of a Benchmark Unavailability Period or a SOFR Unavailability Period, advances shall bear interest at the Base Rate, which is a fluctuating interest rate per annum equal to the highest of (i) the Federal Funds Rate plus 0.50%, (ii) KeyBank’s “prime rate,” (iii) SOFR and (iv) 3.00%, plus, in each instance, a margin of 1.00%.

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

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

9


 

Maturities on long-term debt, net are:

(in thousands)

 

 

 

2023 (remaining)

 

$

75

 

2024

 

 

156

 

2025

 

 

14,801

 

 

 

$

15,032

 

 

6. Leases

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

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

 

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

Balance Sheet Classification

 

2023

 

 

2022

 

Right-of-use asset

 

 Right-of-use lease asset, net

 

$

6,694

 

 

$

7,093

 

 

 

 

 

 

 

 

 

 

Operating lease liability (current)

 

Accounts payable, accrued and other liabilities

 

$

760

 

 

$

745

 

Operating lease liability (non-current)

 

Long-term lease liability

 

 

6,105

 

 

 

6,489

 

 

 

 

$

6,865

 

 

$

7,234

 

 

 

 

For the Three Months Ended June 30,

 

(in thousands)

 

2023

 

 

2022

 

Cash paid for operating lease liabilities

 

$

250

 

 

$

250

 

 

 

For the Six Months Ended June 30,

 

(in thousands)

 

2023

 

 

2022

 

Cash paid for operating lease liabilities

 

$

500

 

 

$

500

 

Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of June 30, 2023 is expected to be:

(in thousands)

 

 

 

2023 (remaining)

 

$

500

 

2024

 

 

1,008

 

2025

 

 

1,035

 

2026

 

 

1,064

 

2027

 

 

1,093

 

Thereafter

 

 

3,158

 

Future lease payments, gross

 

 

7,858

 

Less: Imputed interest

 

 

(993

)

Operating lease liability

 

$

6,865

 

 

7. Earnings Per Share

Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted earnings per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period (“common stock equivalents”). Common stock equivalents consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method.

10


 

The weighted-average diluted shares outstanding computation is:

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

(in thousands, except per share data)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

(unaudited)

 

Weighted-average common stock outstanding

 

 

20,874

 

 

 

20,788

 

 

 

20,850

 

 

 

20,627

 

Common stock equivalents

 

 

 

 

 

7

 

 

 

 

 

 

168

 

Weighted-average number of shares

 

 

20,874

 

 

 

20,795

 

 

 

20,850

 

 

 

20,795

 

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

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

(unaudited)

 

 Common stock equivalents excluded due to net loss

 

 

53

 

 

 

 

 

 

52

 

 

 

 

 Employee stock options and RSUs

 

 

492

 

 

 

475

 

 

 

471

 

 

 

413

 

 

 

 

545

 

 

 

475

 

 

 

523

 

 

 

413

 

 

8. Income Taxes

Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. Based on our historical operating losses, combined with our plans to continue to invest in our revenue growth and content library, we have a full valuation allowance on our deferred tax assets as of June 30, 2023. As of June 30, 2023, our net operating loss carryforwards on a gross basis were $81,276 and $26,613 for federal and state, respectively.

9. Non-income Taxes

The Company is subject to tax examinations for Value Added Taxes (VAT). A number of these examinations are ongoing and, in certain cases, have resulted in assessments from taxing authorities. Where a VAT liability with respect to a jurisdiction is probable and can be reliably estimated, the Company accrues for these matters in corporate, general, and administration expenses in the condensed consolidated statements of operations. Future developments relating to the foregoing could result in adjustments being made to these accruals.

10. 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 June 30, 2023 and that can be reasonably estimated are either reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows.

 

SEC Investigation and Settlement

In June 2020, Gaia received a request for voluntary production of documents in an investigation by the Staff of the Denver Regional Office of the SEC. Since that time, Gaia has responded to the initial voluntary requests and subsequent subpoenas issued by the Staff. In September 2022, Gaia and Gaia's then-CFO, Paul Tarell, reached an agreement in principle with the Staff on a framework for a complete resolution of the investigation. On May 23, 2023, acting pursuant to an offer of settlement submitted by Gaia and Mr. Tarell, the SEC issued an order instituting cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, making findings, and imposing a cease-and-desist order (the “SEC Order”). In the SEC Order, the SEC made findings that: (1) Gaia (a) misstated in its April 29, 2019 earnings release and earnings call the increase in the number of paying subscribers for the period ending March 31, 2019, a quarter during which Gaia extended a free month of service to certain subscribers in the midst of a transition to a new enterprise-wide data system and (b) failed to comply with SEC whistleblower protection requirements with respect to the termination of one employee and the language used in severance agreements for other employees; and (2) finding that the then-CFO caused Gaia's misstatements in the April 29, 2019 earnings release and earnings call that is described above. Gaia and Mr. Tarell consented to entry into the SEC Order without admitting or denying any findings. Pursuant to the SEC Order, (1) Gaia is required to pay to the SEC a total civil monetary penalty of $2.0 million over a one-year period for these violations and (2) Mr. Tarell was required to pay to the SEC a civil monetary penalty of $50,000. The $2.0 million penalty was

11


 

included on the Condensed consolidated balance sheet at December 31, 2022 in the Accounts payable, accrued and other liabilities line.

12


 

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, 2022. 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 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, including the coronavirus (COVID-19) pandemic and our response to it; 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 consolidated financial statements and related notes included elsewhere in this document. This section is designed to provide information that will assist readers in understanding our consolidated financial statements, changes in certain items in those statements from year to year, the primary factors that caused those changes and how certain accounting principles, policies and estimates affect the consolidated financial statements.

Overview and Outlook

We operate a global digital video subscription service with a library of over 10,000 titles, 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, 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 production studios 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.

The full impact that the COVID-19 pandemic will have on our business, operations and financial results will depend on a number of evolving factors that we may not be able to accurately predict. See Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022 for additional discussion regarding risks related to the COVID-19 pandemic.

Commencing during the second half of March 2020 and continuing through July 2020, we saw an increase in demand for our content from both current and potential members. This created a positive trend in existing member retention, costs to acquire new members, and the corresponding revenue and cash flow impacts from these higher volumes. This trend dissipated beginning in August 2020,

13


 

when we saw the online paid media advertising market start to return to historical norms with a corresponding effect on the cost of our online advertising efforts. With the rollout of privacy changes affecting a large number of mobile consumers during the summer of 2021 we saw an increase in the costs of our online advertising efforts which reduced the number of new members we add each period with our allocated marketing spend. In addition, in the period of March through October 2022, we lost about 40% of the members we added during the COVID-19 lockdowns in 2020 and 2021.

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 June 30,

 

 

For the Six Months Ended June 30,

 

(in thousands, except per share data)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues, net

 

$

19,839

 

 

$

20,720

 

 

$

39,486

 

 

$

42,551

 

Cost of revenues

 

 

2,839

 

 

 

2,759

 

 

 

5,612

 

 

 

5,664

 

Gross profit margin

 

 

85.7

%

 

 

86.7

%

 

 

85.8

%

 

 

86.7

%

Selling and operating

 

 

17,085

 

 

 

15,869

 

 

 

33,208

 

 

 

32,654

 

Corporate, general and administration

 

 

1,520

 

 

 

1,794

 

 

 

3,293

 

 

 

3,579

 

Acquisition costs

 

 

 

 

 

 

 

 

 

 

 

49

 

Total operating expenses

 

 

18,605

 

 

 

17,663

 

 

 

36,501

 

 

 

36,282

 

Income (loss) from operations

 

 

(1,605

)

 

 

298

 

 

 

(2,627

)

 

 

605

 

Interest and other expense, net

 

 

(113

)

 

 

(50

)

 

 

(234

)

 

 

(110

)

Income (loss) before income taxes

 

 

(1,718

)

 

 

248

 

 

 

(2,861

)

 

 

495

 

Provision for (benefit from) income taxes

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

 

(1,718

)

 

 

248

 

 

 

(2,861

)

 

 

495

 

Income (loss) from discontinued operations

 

 

 

 

 

(132

)

 

 

 

 

 

(293

)

Net income (loss)

 

$

(1,718

)

 

$

116

 

 

$

(2,861

)

 

$

202

 

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

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues, net

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

Cost of revenues

 

 

14.3

%

 

 

13.3

%

 

 

14.2

%

 

 

13.3

%

Gross profit

 

 

85.7

%

 

 

86.7

%

 

 

85.8

%

 

 

86.7

%

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and operating

 

 

86.1

%

 

 

76.6

%

 

 

84.1

%

 

 

76.7

%

Corporate, general and administration

 

 

7.7

%

 

 

8.7

%

 

 

8.3

%

 

 

8.4

%

Acquisition costs

 

 

0.0

%

 

 

0.0

%

 

 

%

 

 

0.1

%

Total operating expenses

 

 

93.8

%

 

 

85.2

%

 

 

92.4

%

 

 

85.3

%

Income (loss) from operations

 

 

(8.1

)%

 

 

1.4

%

 

 

(6.7

)%

 

 

1.4

%

Interest and other expense, net

 

 

(0.6

)%

 

 

(0.2

)%

 

 

(0.6

)%

 

 

(0.3

)%

Income (loss) before income taxes

 

 

(8.7

)%

 

 

1.2

%

 

 

(7.2

)%

 

 

1.2

%

Provision for (benefit from) income taxes

 

 

%

 

 

%

 

 

%

 

 

%

Income (loss) from continuing operations

 

 

(8.7

)%

 

 

1.2

%

 

 

(7.2

)%

 

 

1.2

%

Income (loss) from discontinued operations

 

 

%

 

 

(0.6

)%

 

 

%

 

 

(0.7

)%

Net income (loss)

 

 

(8.7

)%

 

 

0.6

%

 

 

(7.2

)%

 

 

0.5

%

Three months ended June 30, 2023 compared to three months ended June 30, 2022

Revenues, net. Revenues decreased $0.9 million, or 4.3%, to $19.8 million during the three months ended June 30, 2023, compared to $20.7 million during the three months ended June 30, 2022. This was primarily driven by post-COVID subscriber contraction experienced industry wide, resulting in a decrease in overall member count during the second half of 2022. This trend has reversed during the first half of 2023, as we returned to member growth.

Cost of revenues. Cost of revenues remained flat at $2.8 million during the three months ended June 30, 2023, and June 30, 2022. Gross profit margin decreased during the three months ended June 30, 2023 to 85.7% from 86.7% for the three months ended June 30, 2022 primarily due to increased content amortization related to an overall increase in our investment of our original content offerings.

14


 

Selling and operating expenses. Selling and operating expenses increased $1.2 million, or 7.5%, to $17.1 million during the three months ended June 30, 2023, compared to $15.9 for the three months ended June 30, 2022, driven primarily by an increase in marketing spend expenses. As a percentage of net revenues, these expenses increased to 86.1% for the three months ended June 30, 2023 compared to 76.6% for the three months ended June 30, 2022 driven primarily by a decrease in revenues.

Corporate, general and administration expenses. Corporate, general and administration expenses decreased $0.3 million, or 16.7% to $1.5 million for three months ended June 30, 2023 from $1.8 million for three months ended June 30, 2022, driven primarily by decreases in salary and payroll related expenses. As a percentage of net revenues, these expenses decreased to 7.7% for the three months ended June 30, 2023 from 8.7% for the three months ended June 30, 2022.

Six months ended June 30, 2023 compared to six months ended June 30, 2022

Revenues, net. Revenues decreased $3.1 million, or 7.3%, to $39.5 million during the six months ended June 30, 2023, compared to $42.6 million during the six months ended June 30, 2022. This was primarily driven by post-COVID subscriber contraction experienced industry wide, resulting in a decrease in overall member count during the second half of 2022. This trend has reversed during the first half of 2023, as we returned to member growth.

Cost of revenues. Cost of revenues decreased $0.1 million, or 1.8%, to $5.6 million during the six months ended June 30, 2023, from $5.7 million during the six months ended June 30, 2022. Gross profit margin decreased during the six months ended June 30, 2023 to 85.8% from 86.7% for the six months ended June 30, 2022 primarily due to increased content amortization related to an overall increase in our investment in our original content offerings.

Selling and operating expenses. Selling and operating expenses increased $0.5 million, or 1.5%, to $33.2 million during the six months ended June 30, 2023, compared to $32.7 for the six months ended June 30, 2022, driven primarily by an increase in marketing spend. As a percentage of net revenues, these expenses increased to 84.1% for the six months ended June 30, 2023 compared to 76.7% for the six months ended June 30, 2022.

Corporate, general and administration expenses. Corporate, general and administration expenses decreased $0.3 million or 8.3% to $3.3 million for the six months ended June 30, 2023 compared to $3.6 million for the six months ended June 30, 2022, primarily driven by decreases in salary and payroll expenses. As a percentage of net revenues, these expenses decreased to 8.3% for the six months ended June 30, 2023 from 8.4% for the six months ended June 30, 2022, driven primarily by a decrease in revenues.

Seasonality

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

Liquidity and Capital Resources

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

Our budgeted content and capital expenditures for the remainder of 2023 are expected to be between $6.0 to $8.0 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 in October 2019 and have continued to generate cash flows from operations since. We expect to continue generating positive cash flows from operations during the remainder of 2023. We generated approximately $6.5 million in cash flows from operations during the six months ended June 30, 2023. As of June 30, 2023, our cash balance was $10.9 million.

15


 

As described in Note 5, during August 2022, we entered into a Credit Agreement with KeyBank, which provides for a revolving credit facility in an aggregate amount of up to $10.0 million. Funds from the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permitted acquisitions or other investments. As of June 30, 2023, $9.0 million was drawn under the Credit Agreement, which is included in Long-term debt, net on the accompanying condensed consolidated balance sheets.

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.

Cash Flows

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

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities - continuing operations

 

$

3,342

 

 

$

2,524

 

 

$

6,480

 

 

$

6,688

 

Operating activities - discontinued operations

 

 

 

 

 

(132

)

 

 

 

 

 

(293

)

Operating activities

 

 

3,342

 

 

 

2,392

 

 

 

6,480

 

 

 

6,395

 

Investing activities

 

 

(3,249

)

 

 

(4,591

)

 

 

(7,119

)

 

 

(10,419

)

Financing activities

 

 

(62

)

 

 

(4

)

 

 

(44

)

 

 

(50

)

Net change in cash

 

$

31

 

 

$

(2,203

)

 

$

(683

)

 

$

(4,074

)

Operating activities. Cash flows provided by operations increased $0.1 million during the first six months of 2023 compared to the same period in 2022. The increase was primarily driven by changes in earnings, timing of working capital, primarily accounts payable and deferred revenues.

Investing activities. Cash flows used in investing activities decreased $3.3 million during the first six months of 2023 compared to the same period in 2022 due primarily to the cost reduction initiatives we completed in the first quarter of 2023.

Financing activities. Cash flows provided by financing activities were primarily impacted by borrowing and repayment activities associated with our revolving line of credit.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon its evaluation as of June 30, 2023, our management has concluded that those disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

16


 

PART II—OTHER INFORMATION

SEC Investigation and Settlement

In June 2020, Gaia received a request for voluntary production of documents in an investigation by the Staff of the Denver Regional Office of the SEC. Since that time, Gaia has responded to the initial voluntary requests and subsequent subpoenas issued by the Staff. In September 2022, Gaia and Gaia's then-CFO, Paul Tarell, reached an agreement in principle with the Staff on a framework for a complete resolution of the investigation. On May 23, 2023, acting pursuant to an offer of settlement submitted by Gaia and Mr. Tarell, the SEC issued an order instituting cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, making findings, and imposing a cease-and-desist order (the “SEC Order”). In the SEC Order, the SEC made findings that: (1) Gaia (a) misstated in its April 29, 2019 earnings release and earnings call the increase in the number of paying subscribers for the period ending March 31, 2019, a quarter during which Gaia extended a free month of service to certain subscribers in the midst of a transition to a new enterprise-wide data system and (b) failed to comply with SEC whistleblower protection requirements with respect to the termination of one employee and the language used in severance agreements for other employees; and (2) finding that the then-CFO caused Gaia's misstatements in the April 29, 2019 earnings release and earnings call that is described above. Gaia and Mr. Tarell consented to entry into the SEC Order without admitting or denying any findings. Pursuant to the SEC Order, (1) Gaia is required to pay to the SEC a total civil monetary penalty of $2.0 million over a one-year period for these violations and (2) Mr. Tarell was required to pay to the SEC a civil monetary penalty of $50,000.

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, 2022 that we filed with the SEC on March 6, 2023.

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

On June 1, 2023, the company issued a convertible note to Food Matters Institute LTD ("Food Matters Institute LTD"), for $701,558 in aggregate principal value as consideration for the acquisition of Food Matters Institute intellectual property and content assets with a maturity date of June 26, 2023. On June 26, 2023, we issued 272,980 total shares of our Class A Common Stock, par value $0.0001, upon conversion of the convertible note. The convertible note was issued to Food Matters Institute LTD, owned 50% by James Colquhoun who is a current board member at Gaia, to solve for potential conflict of interest for his new COO position at Gaia.

The issuance of securities in the above transaction was made in reliance on the exemption from registration in Section 4(a)(2) under the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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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

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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)

 

 

 

July 31, 2023

By:

/s/ Jirka Rysavy

Date

 

Jirka Rysavy

 

 

Chief Executive Officer

 

 

(Authorized Officer)

 

 

 

July 31, 2023

By:

/s/ Ned Preston

Date

 

Ned Preston

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

19