8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 29, 2021

GAIA, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	000-27517	84-1113527
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
833 West South Boulder Road, Louisville, CO 80027-2452
(Address of Principal Executive Offices; Zip Code)
Registrant’s telephone number, including area code: (303) 222-3600
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	GAIA	NASDAQ Global Market

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

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

Gaia Inc. is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2021 (the “Original Filing”) solely for the purpose of replacing Exhibit 99.1 of the Original Filing with Exhibit 99.1 attached to this Amendment.  During the Edgarization process the wrong Exhibit 99.1 was inadvertently filed.

This Amendment contains only the Cover Page to this Form 8-K/A, this Explanatory Note, Item 9.01, the Signature Page and the replacement Exhibit 99.1. This Amendment speaks as of the original filing date of the Original Filing and does not modify or update in any way disclosures made in the Original Filing other than to replace Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
16.1	Plante Moran’s letter to the SEC dated May 5, 2021 (previously filed as Exhibit 16.1 to Gaia’s Current Report on Form 8-K filed with the SEC on May 5, 2021)
99.1	Press Release issued by Gaia on May 3, 2021
99.2	Transcript from First Quarter Earnings Conference Call on May 3, 2021(previously filed as Exhibit 16.1 to Gaia’s Current Report on Form 8-K filed with the SEC on May 5, 2021)
104	Cover Page Interactive Data File

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GAIA, INC.



By:  /s/ Paul Tarell
        Name: Paul Tarell
        Title: Chief Financial Officer

Date: July 15, 2021

EX-99.1

Exhibit 99.1

Gaia Reports First Quarter 2021 Results

Revenues up 30%, Crosses 750,000 Member Milestone

BOULDER, CO, May 3, 2021 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2021.

Highlights

▪ 30% increase in revenues from the year-ago quarter

▪ Third sequential quarter of positive earnings and cash flow

▪ Crossed 750,000-member milestone

“The first quarter of 2021 was a solid follow through on the results we achieved during the second half of 2020, as we continued to generate net income and cash flows while driving revenue and member growth,” said Paul Tarell, Gaia’s CFO. “We continue to build on the foundation we laid over the past two years as seen by our ability to grow revenues 20% for the year while staying net income and cash flow positive.”

First Quarter 2021 Financial Results

Revenues in the first quarter increased 30% to $18.9 million from $14.5 million in the year-ago quarter. This was primarily due to growth in members and an increase in average revenue per member. Paying members increased to 750,100 as of March 31, 2021.

Gross profit in the first quarter increased 31% to $16.5 million compared to $12.6 million in the year-ago quarter. Gross margin increased to 87.1% versus 86.9% in the year-ago quarter.

Total operating expenses were $16.0 million, or 85% of revenues in the first quarter of 2021 compared to $15.9 million, or 109% of revenues, in the year-ago quarter. The significant reduction as a percentage of revenues is due to continued efficiency improvements in fixed operating expenses and reducing customer acquisition costs as a percentage of revenue to 40% from 52% in the year-ago quarter.

Net income improved by $4.0 million in the first quarter to $0.4 million or $0.02 per share, from a net loss of $3.6 million or $(0.19) per share in the year ago quarter. As a percentage of revenues, this represents a 26% improvement between periods.

EBITDA improved to $3.5 million, or 19% of revenues, compared to $(0.3) million, or (2)% of revenues in the year-ago quarter.

Cash flows from operations improved to $5.2 million during the first quarter of 2021 from $2.0 million in the year ago quarter. With the improvement, Gaia ramped its investment in original content as planned during the first quarter of 2021. Gaia’s cash balance increased to $13.0 million as of March 31, 2021.

With the improvements in cash flow generation over the past twelve months, Gaia’s board of directors has authorized a share repurchase program of up to 5,000,000 shares of its Class A common stock. Gaia may repurchase shares on the open market or through privately negotiated transactions. The repurchase plan does not have an expiration date, does not require Gaia to repurchase any specified number of shares and may be suspended, discontinued, or restarted at any time in Gaia’s discretion.

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The board of directors also approved the renewal of our shelf registration statement on Form S-3 with the Securities Exchange Commission (SEC) for 10,000,000 shares of Class A common stock. The registration statement will replace an expired shelf registration Gaia previously had in place. The primary purpose of this shelf registration is to allow flexibility for potential future business combinations or content library acquisitions. Gaia has no current plans to utilize these shares. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Conference Call

Date: Monday, May 3, 2021

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

Toll-free dial-in number: 1-800-458-4121

International dial-in number: 1-323-794-2093

Conference ID:3754957

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

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

A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through May 17, 2021.

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

International replay number: 1-412-317-6671

Replay ID: 3754957

About Gaia

Gaia is a member-supported global video streaming service and community that produces and curates conscious media through four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—to its members in 185 countries. Gaia’s library includes approximately 8,000 titles, over 80% of which is exclusive to Gaia, and approximately 80% of the views are generated by content produced or owned by Gaia. Gaia is available on Apple TV, iOS, Android, Roku, Chromecast, and sold through Amazon Prime Video and Comcast Xfinity. For more information about Gaia, visit www.gaia.com.

Company Contact:	Investor Relations:
Paul Tarell	Gateway Investor Relations
Chief Financial Officer	Cody Slach
Gaia, Inc.	(949) 574-3860
Investors@gaia.com	GAIA@gatewayir.com

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GAIA, INC.

Condensed Consolidated Statements of Operations

	For the Three Months Ended March 31,
(in thousands, except per share data)	2021			2020
	(unaudited)
Revenues, net	$	18,896		$	14,511
Cost of revenues		2,438			1,901
Gross profit		16,458			12,610
Gross profit margin		87.1	%		86.9	%
Expenses:
Selling and operating		14,538			14,458
Corporate, general and administration		1,496			1,417
Total operating expenses		16,034			15,875
Income (loss) from operations		424			(3,265	)
Interest and other income (expense), net		(66	)		(246	)
Income (loss) before income taxes		358			(3,511	)
Provision for income taxes		—			69
Net income (loss)	$	358		$	(3,580	)
Earnings per share:
Basic earnings per share	$	0.02		$	(0.19	)
Diluted earnings per share	$	0.02		$	(0.19	)
Weighted-average shares outstanding:
Basic		19,201			18,482
Diluted		19,724			18,482
EBITDA*	$	3,523		$	(296	)

* See definition and reconciliation below.

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GAIA, INC.

Summary of Cash Flows

	For the Three Months Ended March 31,
(in thousands)	2021			2020
	(unaudited)
Net cash provided by (used in):
Operating activities	$	5,188		$	2,006
Investing activities		(4,774	)		(3,601	)
Financing activities		26			120
Net change in cash	$	440		$	(1,475	)

Reconciliation of Income (loss) from Continuing Operations to EBITDA and Adjusted EBITDA

	For the Three Months Ended March 31,
(in thousands)	2021		2020
	(unaudited)
Net income (loss)	$	358	$	(3,580	)
Interest expense, net		66		246
Provision for income taxes		—		69
Depreciation and amortization expense		3,099		2,969
EBITDA		3,523		(296	)
Share-based compensation expense		613		465
Adjusted EBITDA	$	4,136	$	169

EBITDA represents net income (loss) before interest expense, provision for income taxes, other income, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to remove share-based compensation expense. EBITDA and Adjusted EBITDA do not represent net income, as that term is defined under GAAP, and should not be considered as an alternative to net income (loss) as an indicator of our operating performance.

Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management or discretionary use as such measures do not consider certain cash requirements such as capital expenditures, tax payments and debt service requirements. EBITDA and Adjusted EBITDA as presented herein are not necessarily comparable to similarly titled measures.

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GAIA, INC.

Condensed Consolidated Balance Sheets

	March 31,		December 31,
(in thousands, except share and per share data)	2021		2020
	(unaudited)
ASSETS
Current assets:
Cash	$	13,045	$	12,605
Accounts receivable		2,529		2,024
Prepaid expenses and other current assets		1,464		1,746
Total current assets		17,038		16,375
Media library, software and equipment, net		40,293		39,231
Right-of-use lease asset, net		8,437		8,622
Real estate, investment, and other assets		29,113		28,500
Goodwill		17,289		17,289
Total assets	$	112,170	$	110,017
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities	$	8,228	$	8,947
Deferred revenue		14,415		12,376
Total current liabilities		22,643		21,323
Long-term mortgage, net		6,218		6,250
Long-term lease liability		7,775		7,952
Deferred taxes		257		257
Total liabilities		36,893		35,782
Total equity		75,277		74,235
Total liabilities and equity	$	112,170	$	110,017

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XML

Document And Entity Information	Apr. 29, 2021
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Gaia Inc. is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2021 (the “Original Filing”) solely for the purpose of replacing Exhibit 99.1 of the Original Filing with Exhibit 99.1 attached to this Amendment.  During the Edgarization process the wrong Exhibit 99.1 was inadvertently filed.   This Amendment contains only the Cover Page to this Form 8-K/A, this Explanatory Note, Item 9.01, the Signature Page and the replacement Exhibit 99.1. This Amendment speaks as of the original filing date of the Original Filing and does not modify or update in any way disclosures made in the Original Filing other than to replace Exhibit 99.1.
Document Period End Date	Apr. 29, 2021
Entity Registrant Name	GAIA, INC.
Entity Central Index Key	0001089872
Entity File Number	000-27517
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	84-1113527
Entity Address, Address Line One	833 West South Boulder Road
Entity Address, City or Town	Louisville
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80027-2452
City Area Code	303
Local Phone Number	222-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	GAIA
Security Exchange Name	NASDAQ