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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.