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

 

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.

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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.

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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.

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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

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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.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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.

17

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

18

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

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jirka Rysavy, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Gaia, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2023

/s/ Jirka Rysavy

Jirka Rysavy

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Ned Preston, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Gaia, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2023

/s/ Ned Preston

Ned Preston

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

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 June 30, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Jirka Rysavy, 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:

(1)The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 31, 2023

/s/ Jirka Rysavy

Jirka Rysavy

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.

EX-32.2

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 June 30, 2023, 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:

(1)The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 31, 2023

/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.

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Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,400,000

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
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
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:
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
Class A Common Stock [Member]
Shareholders' equity:
Common stock	1	1
Class B Common Stock [Member]
Shareholders' equity:
Common stock	$ 1	$ 1

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
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	15,754,425	15,406,186
Common stock, shares outstanding	15,754,425	15,406,186
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

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Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
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
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
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

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Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	Accumulated Deficit	Common Stock	Additional Paid-in Capital
Beginning balance at Dec. 31, 2021	$ 90,215	$ (72,103)	$ 2	$ 162,316
Beginning balance (in shares) at Dec. 31, 2021			20,461,337
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation	540			540
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation (in shares)			313,823
Net income (loss)	86	86
Ending balance at Mar. 31, 2022	90,841	(72,017)	$ 2	162,856
Ending balance (in shares) at Mar. 31, 2022			20,775,160
Beginning balance at Dec. 31, 2021	90,215	(72,103)	$ 2	162,316
Beginning balance (in shares) at Dec. 31, 2021			20,461,337
Net income (loss)	202
Ending balance at Jun. 30, 2022	91,390	(71,901)	$ 2	163,289
Ending balance (in shares) at Jun. 30, 2022			20,806,186
Beginning balance at Mar. 31, 2022	90,841	(72,017)	$ 2	162,856
Beginning balance (in shares) at Mar. 31, 2022			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
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation (in shares)			31,026
Net income (loss)	116	116
Ending balance at Jun. 30, 2022	91,390	(71,901)	$ 2	163,289
Ending balance (in shares) at Jun. 30, 2022			20,806,186
Beginning balance at Dec. 31, 2022	88,984	(75,198)	$ 2	164,180
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
Net income (loss)	(1,143)	(1,143)
Ending balance at Mar. 31, 2023	87,945	(76,341)	$ 2	164,284
Ending balance (in shares) at Mar. 31, 2023			20,825,792
Beginning balance at Dec. 31, 2022	88,984	(75,198)	$ 2	164,180
Beginning balance (in shares) at Dec. 31, 2022			20,806,186
Net income (loss)	(2,861)
Ending balance at Jun. 30, 2023	87,377	(78,059)	$ 2	165,434
Ending balance (in shares) at Jun. 30, 2023			21,154,425
Beginning balance at Mar. 31, 2023	87,945	(76,341)	$ 2	164,284
Beginning balance (in shares) at Mar. 31, 2023			20,825,792
Issuance of Gaia, Inc. common stock for media library acquisition	669			669
Issuance of Gaia, Inc. common stock for media library acquisition (in shares)			272,980
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, and share-based compensation	481			481
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, and share-based compensation, (in shares)			55,653
Net income (loss)	(1,718)	(1,718)
Ending balance at Jun. 30, 2023	$ 87,377	$ (78,059)	$ 2	$ 165,434
Ending balance (in shares) at Jun. 30, 2023			21,154,425

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
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 current 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

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Organization, Nature of Operations, and Principles of Consolidation

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Organization, Nature of Operations, and Principles of Consolidation

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.

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Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue Recognition [Abstract]

Revenue Recognition

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.

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Equity and Share-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Equity and Share-Based Compensation

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.

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

4. Goodwill and Other Intangible Assets

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

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

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Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

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.

Maturities on long-term debt, net are:

(in thousands)
2023 (remaining)	$	75
2024		156
2025		14,801
	$	15,032

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Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

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

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Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

7. Earnings Per Share

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

The weighted-average diluted shares outstanding computation is:

	For the Three Months Ended 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

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Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

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.

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Non-income Taxes

6 Months Ended

Jun. 30, 2023

Non Income Tax Disclosure [Abstract]

Non-income Taxes

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.

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Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Contingencies

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

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

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Organization, Nature of Operations, and Principles of Consolidation (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Use of Estimates and Reclassifications

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

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.

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Other Intangible Assets by Major Asset Class

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

Schedule of Future Amortization Expense of Intangible Assets

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

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Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Maturities on Long Term Debt, Net

Maturities on long-term debt, net are:

(in thousands)
2023 (remaining)	$	75
2024		156
2025		14,801
	$	15,032

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Leases (Tables)

6 Months Ended

Jun. 30, 2023

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:

		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

Schedule of Future Amortization of Lease Liability

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

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Weighted-Average Diluted Shares Outstanding

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

Summary of Potential Common Shares Excluded from Diluted Calculation

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

XML

Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2023 USD ($) Channel Title
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Number of channels | Channel	4
Percentage of produced and owned content views	75.00%
A La Carte Course Purchase [Member]
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Assets	$ 0
Liabilities	$ 0
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%

XML

Equity and Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-based compensation expense	$ 543	$ 930
Options exercised during period	0	0

XML

Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill [Line Items]
Changes in goodwill			$ 0
Customer Relationships [Member]
Goodwill [Line Items]
Intangible assets, useful life	48 months		48 months
Intangible assets, amortization method			straight-line basis
Intangible assets, amortization expense	$ 142,000	$ 142,000	$ 284,000	$ 284,000

XML

Goodwill and Other Intangible Assets - Schedule of Other Unamortized Intangible Assets Included in Real Estate, Investments and Other Assets, Net (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill [Line Items]
Amortizable Intangible Assets, Accumulated amortization	$ (863)	$ (579)
Amortizable Intangible Assets, Net	1,407	1,691
Customer Relationships [Member]
Goodwill [Line Items]
Amortizable Intangible Assets, Gross carrying amount	2,000	2,000
Trade Names [Member]
Goodwill [Line Items]
Amortizable Intangible Assets, Gross carrying amount	270	270
Domain Names [Member]
Goodwill [Line Items]
Unamortized Intangible Assets	$ 563	$ 563

XML

Goodwill and Other Intangible Assets - Schedule of Future Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (remaining)	$ 283
2024	568
2025	556
Amortizable Intangible Assets, Net	$ 1,407	$ 1,691

XML

Debt - Additional Information (Detail) - USD ($)			6 Months Ended
	Dec. 28, 2020	Sep. 09, 2020	Jun. 30, 2023	Mar. 31, 2023	Aug. 25, 2022
Credit Agreement [Member] | Keybank [Member]
Debt Instrument [Line Items]
Outstanding amount under credit facility				$ 9,000,000
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
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 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%
Westside Boulder, LLC. [Member] | Boulder Road LLC [Member]
Debt Instrument [Line Items]
Undivided interest sold percentage		50.00%

XML

Debt - Schedule of Maturities on Long Term Debt, Net (Detail) $ in Thousands	Jun. 30, 2023 USD ($)
Maturities of Long-Term Debt [Abstract]
2023 (remaining)	$ 75
2024	156
2025	14,801
Total maturities on long-term debt	$ 15,032

XML

Leases - Additional Information (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Sep. 09, 2020
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
Right-of-use lease asset, net	$ 6,694	$ 7,093	$ 8,800
Operating lease liability	$ 6,865	$ 7,234	$ 8,800
Two Five Year Extensions [Member]
Lessee Lease Description [Line Items]
Operating lease, Renewal Term	5 years

XML

Leases - Schedule of Right of Use Asset and Related Lease Liability (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Sep. 09, 2020
Leases [Abstract]
Right-of-use asset	$ 6,694	$ 7,093	$ 8,800
Operating Lease Right Of Use Asset Statement Of Financial Position Extensible List	Right-of-use asset	Right-of-use asset
Operating lease liability (current)	$ 760	$ 745
Operating Lease Liability Current Statement Of Financial Position Extensible List	Accounts payable, accrued and other liabilities	Accounts payable, accrued and other liabilities
Operating lease liability (non-current)	$ 6,105	$ 6,489
Operating Lease Liability Noncurrent Statement Of Financial Position Extensible List	Operating lease liability (non-current)	Operating lease liability (non-current)
Operating Lease, Liability	$ 6,865	$ 7,234	$ 8,800

XML

Leases - Schedule of Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Cash paid for operating lease liabilities	$ 250	$ 250	$ 500	$ 500

XML

Leases - Schedule of Future Amortization of Lease Liability (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Sep. 09, 2020
Leases [Abstract]
2022 (remaining)	$ 500
2023	1,008
2024	1,035
2025	1,064
2026	1,093
Thereafter	3,158
Future lease payments, gross	7,858
Less: Imputed interest	(993)
Operating lease liability	$ 6,865	$ 7,234	$ 8,800

XML

Earnings Per Share - Schedule of Weighted-Average Diluted Shares Outstanding (Detail) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
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

XML

Earnings Per Share - Summary of Potential Common Shares Excluded from Diluted Calculation (Detail) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	545	475	523	413
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	53		52
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	492	475	471	413

XML

Income Taxes - Additional Information (Detail) $ in Thousands	Jun. 30, 2023 USD ($)
Federal [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 81,276
State [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 26,613

XML

Contingencies - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Civil monetary penalty to be paid	$ 2,000
Civil monetary penalty to be paid by CFO	$ 50,000
Accrued penalty liabilities		$ 2,000