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 March 31, 2022

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 April 27, 2022
Class A Common Stock ($0.0001 par value)	15,375,160
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 March 31, 2022 and December 31, 2021	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2022 and 2021	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021	7
	Notes to interim condensed consolidated financial statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II—OTHER INFORMATION		16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
	SIGNATURES	18

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PART I—FINANCIAL INFORMATION

Item 1.Financial Statements (Unaudited)

Unaudited Interim Condensed Consolidated Financial Statements

We have prepared our unaudited interim condensed consolidated financial statements included herein pursuant to the rules and regulations of the 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 March 31, 2022, the interim results of operations for the three months ended March 31, 2022 and 2021, and cash flows for the three months ended March 31, 2022 and 2021. Operating results for the three months ended March 31, 2022 and 2021 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, 2021 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, 2021.

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GAIA, INC.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
(in thousands, except share and per share data)	2022			2021
	(unaudited)
ASSETS
Current assets:
Cash	$	8,398		$	10,269
Accounts receivable		2,900			2,728
Prepaid expenses and other current assets		1,912			1,986
Total current assets		13,210			14,983
Media library, software and equipment, net		51,898			50,558
Right-of-use lease asset, net		7,679			7,871
Real estate, investment and other assets, net		31,128			31,394
Goodwill		28,870			28,870
Total assets	$	132,785		$	133,676
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities	$	12,657		$	14,962
Deferred revenue		15,854			14,847
Total current liabilities		28,511			29,809
Long-term mortgage, net		6,074			6,109
Long-term lease liability		7,050			7,234
Deferred taxes		309			309
Total liabilities		41,944			43,461
Shareholders' equity:
Class A common stock, $0.0001 par value, 150,000,000 shares    authorized, 15,375,160 and 15,061,337 shares issued and outstanding    at March 31, 2022 and December 31, 2021, respectively		1			1
Class B common stock, $0.0001 par value, 50,000,000 shares    authorized, 5,400,000 shares issued and outstanding    at March 31, 2022 and December 31, 2021		1			1
Additional paid-in capital		162,856			162,316
Accumulated deficit		(72,017	)		(72,103	)
Total shareholders' equity		90,841			90,215
Total liabilities and shareholders' equity	$	132,785		$	133,676

The year-end condensed 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 March 31,
(in thousands, except per share data)	2022			2021
	(unaudited)
Revenues, net	$	21,831		$	18,896
Cost of revenues		2,905			2,438
Gross profit		18,926			16,458
Expenses:
Selling and operating		16,785			14,538
Corporate, general and administration		1,785			1,496
Acquisition costs		49			—
Total operating expenses		18,619			16,034
Income from operations		307			424
Interest and other expense, net		(60	)		(66	)
Income before income taxes		247			358
Provision for (benefit from) income taxes		—			—
Income from continuing operations		247			358
Loss from discontinued operations		(161	)		—
Net income	$	86		$	358
Earnings per share:
Basic
Continuing operations	$	0.01		$	0.02
Discontinued operations		(0.01	)		—
Basic earnings per share	$	—		$	0.02
Diluted
Continuing operations	$	0.01		$	0.02
Discontinued operations		(0.01	)		—
Diluted earnings per share	$	—		$	0.02
Weighted-average shares outstanding:
Basic		20,465			19,201
Diluted		20,816			19,724

See accompanying notes to the interim condensed consolidated financial statements.

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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, 2021	$	74,235	$	(75,834	)	$	2	$	150,067		19,182,951
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan and share-based compensation		684		—			—		684		17,895
Net income		358		358			—		—		—
Balance at March 31, 2021	$	75,277	$	(75,476	)	$	2	$	150,751		19,200,846
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

See accompanying notes to the interim condensed consolidated financial statements.

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GAIA, INC.

Condensed Consolidated Statements of Cash Flows

	For the Three Months Ended March 31,
(in thousands)	2022			2021
	(unaudited)
Operating activities:
Net income	$	86		$	358
Loss from discontinued operations		161			—
Income from continuing operations		247			358
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,907			3,099
Share-based compensation expense		540			613
Changes in operating assets and liabilities:
Accounts receivable		(172	)		(505	)
Prepaid expenses and other assets		74			282
Accounts payable and accrued liabilities		(1,439	)		(698	)
Deferred revenue		1,007			2,039
Net cash provided by operating activities - continuing operations		4,164			5,188
Net cash used in operating activities - discontinued operations		(161	)		—
Net cash provided by operating activities		4,003			5,188
Investing activities:
Additions to media library, property and equipment		(4,981	)		(4,774	)
Acquisitions, net of cash acquired, and purchase of intangible assets		(847	)		—
Net cash used in investing activities		(5,828	)		(4,774	)
Financing activities:
Repayment of debt		(46	)		(45	)
Proceeds from the issuance of common stock		—			71
Net cash provided by (used in) financing activities		(46	)		26
Net change in cash		(1,871	)		440
Cash at beginning of period		10,269			12,605
Cash at end of period	$	8,398		$	13,045
Supplemental cash flow information
Interest paid	$	65		$	67

See accompanying notes to the interim condensed consolidated financial statements.

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Notes to interim condensed consolidated financial statements

References in this report to “we”, “us”, “our” 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. 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 – 80% 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 curated 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 represents approximately 75% of our viewership. 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, 2021.

On December 22, 2021, Gaia completed the acquisition of Yoga International, Inc. (“Yoga International”). Yoga International was founded by the Himalayan Institute in 1991, as a print magazine considered by many to be an authentic voice of yoga in the West. In 2013, Yoga International transformed into a digital-only publication, and over the past 8 years has evolved into an online platform for yoga practice and education, with more than 60% of its current membership outside the United States. See our Annual Report on Form 10-K for the year ended December 31, 2021 for additional information regarding the Yoga International acquisition.

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 is being discontinued in 2022 as the contractual commitments related to this line of business lapse. The course content will be utilized as part of the premium membership tier going forward.  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 statement of operations.

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 three months of 2022 and 2021, we recognized approximately $540 and $613, 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 three months of 2022 or during the first three months of 2021.

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4. Goodwill and Other Intangible Assets

There were no changes in goodwill for the period from December 31, 2021 through March 31, 2022.

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 March 31, 2022 and December 31, 2021.

(in thousands)	March 31, 2022			December 31, 2021
Amortizable Intangible Assets
Customer relationships	$	2,000		$	2,000
Tradenames		270			270
Accumulated amortization		(154	)		(12	)
	$	2,116		$	2,258
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 first three months of 2022. There was no amortization expense for the first three months of 2021.  Future amortization of our amortizable intangible assets as of March 31, 2022 is expected to be as follows:

(in thousands)
2022 (remaining)	$	426
2023		568
2024		568
2025		554
	$	2,116

5. Debt

On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“Boulder Road”) sold a 50% undivided interest in a portion of our corporate campus to Westside Boulder, LLC (“Westside”).  Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities. On December 28, 2020, Boulder Road and Westside entered into a loan agreement with Great Western Bank, as lender, providing for a mortgage in the principal amount of $13,000. The mortgage bears interest at a fixed rate of 3.75% per annum, matures on December 28, 2025, and 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 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.

Maturities on long-term debt, net are:

(in thousands)
2022 (remaining)	$	108
2023		150
2024		156
2025		5,801
	$	6,215

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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:

		March 31,		December 31,
(in thousands)	Balance Sheet Classification	2022		2021
Right-of-use asset	Right-of-use lease asset, net	$	7,679	$	7,871
Operating lease liability (current)	Accounts payable, accrued and other liabilities	$	725	$	718
Operating lease liability (non-current)	Long-term lease liability		7,050		7,234
		$	7,775	$	7,952

	For the Three Months Ended March 31,
(in thousands)	2022		2021
Cash paid for operating lease liabilities	$	250	$	250

Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of March 31, 2022 is expected to be:

(in thousands)
2022 (remaining)	$	750
2023		1,001
2024		1,008
2025		1,035
2026		1,064
Thereafter		4,253
Future lease payments, gross		9,111
Less: Imputed interest		(1,336	)
Operating lease liability	$	7,775

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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 March 31,
(in thousands, except per share data)	2022		2021
	(unaudited)
Weighted-average common stock outstanding		20,465		19,201
Common stock equivalents		351		523
Weighted-average number of shares		20,816		19,724

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 March 31,
(in thousands)	2022		2021
	(unaudited)
Employee stock options and RSU's		228		30

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 March 31, 2022. As of March 31, 2022, our net operating loss carryforwards on a gross basis were $76,800 and $20,700 for federal and state, respectively.

9. Contingencies

From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at March 31, 2022 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.

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

Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “plan,” “estimate,” “expect,” “strive,” “future,” “intend”, “will” 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, including those 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, 2021. Risks and uncertainties that could cause actual results to differ include, without limitation, general economic conditions, future losses, competition, loss of key personnel, price changes, membership growth, 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, fluctuations in quarterly operating results, consumer trends, the effect of government regulation and programs, the impact of the coronavirus (COVID-19) pandemic and our response to it, and other risks and uncertainties included in our filings with the Securities and Exchange Commission. 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

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 – 80% of which is exclusively available to our members for digital streaming on most internet-connected devices anytime, anywhere, commercial free.

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, mostly entertainment-based, streaming video services. With the acquisition of Yoga International in December 2021, Gaia now has a standalone yoga offering to be able to better serve the needs of consumers focused on this portion of our content offering. Our original content is developed and produced in-house in our production studios near Boulder, Colorado.

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 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, 2021 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, 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 expansion of privacy regulations affecting a large number of mobile consumers during the summer

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of 2021, we have continued to see an increase in the cost of our online advertising efforts which has reduced the number of new members we can add with our allocated marketing spend.

We reported net income from continuing operations of $0.2 million for the first three months of 2022, a decrease of $0.2 million from $0.4 million for the first three months of 2021.  The decrease is primarily due to ongoing integration activities related to the Yoga International acquisition.

We are a Colorado corporation. Our principal and executive office is located at 833 West South Boulder Road, Louisville, CO 80027-2452. Our telephone number at that address is (303) 222-3600.

Results of Operations

The table below summarizes certain detail of our financial results for the periods indicated:

	For the Three Months Ended March 31,
(in thousands, except per share data)	2022			2021
Revenues, net	$	21,831		$	18,896
Cost of revenues		2,905			2,438
Gross profit margin		86.7	%		87.1	%
Selling and operating		16,785			14,538
Corporate, general and administration		1,785			1,496
Acquisition costs		49			—
Total operating expenses		18,619			16,034
Income from operations		307			424
Interest and other expense, net		(60	)		(66	)
Income before income taxes		247			358
Provision for (benefit from) income taxes		—			—
Income from continuing operations		247			358
Loss from discontinued operations		(161	)		—
Net income	$	86		$	358

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

	For the Three Months Ended March 31,
	2022			2021
Revenues, net		100.0	%		100.0	%
Cost of revenues		13.3	%		12.9	%
Gross profit		86.7	%		87.1	%
Expenses:
Selling and operating		76.9	%		76.9	%
Corporate, general and administration		8.2	%		7.9	%
Acquisition costs		0.2	%		0.0	%
Total operating expenses		85.3	%		84.9	%
Income from operations		1.4	%		2.2	%
Interest and other expense, net		(0.3	)%		(0.3	)%
Income before income taxes		1.1	%		1.9	%
Provision for (benefit from) income taxes		0.0	%		0.0	%
Income from continuing operations		1.1	%		1.9	%
Loss from discontinued operations		(0.7	)%		0.0	%
Net income		0.4	%		1.9	%

Three months ended March 31, 2022 compared to three months ended March 31, 2021

Revenues, net. Revenues increased $2.9 million, or 15.3%, to $21.8 million during the three months ended March 31, 2022, compared to $18.9 million during the three months ended March 31, 2021. This was primarily driven by an increase in both members and average monthly revenue per member compared to the year-earlier period. Revenues were not significantly impacted by inflation.

Cost of revenues. Cost of revenues increased $0.5 million, or 20.8%, to $2.9 million during the three months ended March 31, 2022, from $2.4 million during the three months ended March 31, 2021 primarily due to increased amortization of our content library.  Gross

13

profit margin decreased during the first three months of 2022 to 86.7% from 87.1% the first three months of 2021 primarily due to increased content amortization related to an overall increase in our investment of our original content offerings as we add additional native language content in Spanish, French, and German and content acquired as part of the Yoga International acquisition.

Selling and operating expenses. Selling and operating expenses increased $2.3 million, or 15.9% to $16.8 million during the three months ended March 31, 2022, compared to $14.5 million during the three months ended March 31, 2021, driven primarily by increased personnel related and technology operating costs as we focus on expanding our international member base as well as incremental expenses incurred as part of the Yoga International acquisition. As a percentage of net revenues, these expenses remained flat at 76.9% for both the three months ended March 31, 2022 and the three months ended March 31, 2021.

Corporate, general and administration expenses. Corporate, general and administration expenses increased $0.3 million or 20.0%, to $1.8 million during the three months ended March 31, 2022 from $1.5 million during the three months ended March 31, 2021 due primarily to increased personnel related costs, as well as the addition of expenses incurred as a result of the acquisition of Yoga International. As a percentage of net revenues, these expenses increased to 8.2% for the three months ended March 31, 2022 from 7.9% for the three months ended March 31, 2021, due to increased revenues in 2022.

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 does not result in a 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 2022 are $10 to $15 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 cash flows from operations in October 2019 and have continued to generate cash flows from operations since. We expect to continue generating cash flows from operations during the remainder of 2022. We generated approximately $4 million in cash flows from operations during the first three months of 2022.  As of March 31, 2022, our cash balance was $8.4 million.

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, cash expected to be generated from operations, and 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.

14

Cash Flows

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

	For the Three Months Ended March 31,
(in thousands)	2022			2021
Net cash provided by (used in):
Operating activities - continuing operations	$	4,164		$	5,188
Operating activities - discontinued operations		(161	)		—
Operating activities		4,003			5,188
Investing activities		(5,828	)		(4,774	)
Financing activities		(46	)		26
Net change in cash	$	(1,871	)	$	440

Operating activities. Cash flows provided by operations decreased $1.2 million during the first three months of 2022 compared to the same period in 2021. The decrease was primarily driven by timing of working capital, primarily accounts payable and deferred revenues.

Investing activities. Cash flows used in investing activities increased $1.1 million during the first three months of 2022 compared to the same period in 2021 due primarily to the payment of the deferred purchase consideration related to our acquisition of Yoga International.

Financing activities. Cash flows used in financing activities did not significantly change between periods.

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 March 31, 2022, 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 March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

16

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 Chief 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 Chief 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

17

SIGNATURES

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

		Gaia, Inc.
		(Registrant)
May 2, 2022	By:	/s/ Jirka Rysavy
Date		Jirka Rysavy
		Chief Executive Officer
		(authorized officer)
May 2, 2022	By:	/s/ Paul Tarell
Date		Paul Tarell
		Chief Financial Officer
		(principal financial and accounting officer)

18

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 the 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:  May 2, 2022

/s/ Jirka Rysavy

Jirka Rysavy

Chief Executive Officer

(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Paul Tarell, 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 the 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: May 2, 2022

/s/ Paul Tarell

Paul Tarell

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 ending March 31, 2022, 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: May 2, 2022

/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 ending March 31, 2022, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Tarell, 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: May 2, 2022

/s/ Paul Tarell

Paul Tarell

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.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	Apr. 27, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Trading Symbol	GAIA
Entity Registrant Name	GAIA, INC
Entity Central Index Key	0001089872
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	000-27517
Entity Tax Identification Number	84-1113527
Entity Address, Address Line One	833 WEST SOUTH BOULDER ROAD
Entity Address, City or Town	LOUISVILLE
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80027
City Area Code	303
Local Phone Number	222-3600
Entity Interactive Data Current	Yes
Title of 12(b) Security	Class A Common Stock
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	CO
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,375,160
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,400,000

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 8,398	$ 10,269
Accounts receivable	2,900	2,728
Prepaid expenses and other current assets	1,912	1,986
Total current assets	13,210	14,983
Media library, software and equipment, net	51,898	50,558
Right-of-use lease asset, net	7,679	7,871
Real estate, investment and other assets, net	31,128	31,394
Goodwill	28,870	28,870
Total assets	132,785	133,676
Current liabilities:
Accounts payable, accrued and other liabilities	12,657	14,962
Deferred revenue	15,854	14,847
Total current liabilities	28,511	29,809
Long-term mortgage, net	6,074	6,109
Long-term lease liability	7,050	7,234
Deferred taxes	309	309
Total liabilities	41,944	43,461
Shareholders' equity:
Additional paid-in capital	162,856	162,316
Accumulated deficit	(72,017)	(72,103)
Total shareholders' equity	90,841	90,215
Total liabilities and shareholders' equity	132,785	133,676
Class A Common Stock [Member]
Shareholders' equity:
Common stock	1	1
Class B Common Stock [Member]
Shareholders' equity:
Common stock	$ 1	$ 1

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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	15,375,160	15,061,337
Common stock, shares outstanding	15,375,160	15,061,337
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

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenues, net	$ 21,831	$ 18,896
Cost of revenues	2,905	2,438
Gross profit	18,926	16,458
Expenses:
Selling and operating	16,785	14,538
Corporate, general and administration	1,785	1,496
Acquisition costs	49
Total operating expenses	18,619	16,034
Income from operations	307	424
Interest and other expense, net	(60)	(66)
Income before income taxes	247	358
Income from continuing operations	247	358
Loss from discontinued operations	(161)
Net income	$ 86	$ 358
Basic
Continuing operations	$ 0.01	$ 0.02
Discontinued operations	(0.01)
Basic earnings per share		0.02
Diluted
Continuing operations	0.01	0.02
Discontinued operations	$ (0.01)
Diluted earnings per share		$ 0.02
Weighted-average shares outstanding:
Basic	20,465	19,201
Diluted	20,816	19,724

XML

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, 2020	$ 74,235	$ (75,834)	$ 2	$ 150,067
Beginning balance (in shares) at Dec. 31, 2020			19,182,951
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan and share-based compensation	684			684
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan and share-based compensation (in shares)			17,895
Net income	358	358
Ending balance at Mar. 31, 2021	75,277	(75,476)	$ 2	150,751
Ending balance (in shares) at Mar. 31, 2021			19,200,846
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	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

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities:
Net income	$ 86	$ 358
Loss from discontinued operations	161
Income from continuing operations	247	358
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,907	3,099
Share-based compensation expense	540	613
Changes in operating assets and liabilities:
Accounts receivable	(172)	(505)
Prepaid expenses and other assets	74	282
Accounts payable and accrued liabilities	(1,439)	(698)
Deferred revenue	1,007	2,039
Net cash provided by operating activities - continuing operations	4,164	5,188
Net cash used in operating activities - discontinued operations	(161)
Net cash provided by operating activities	4,003	5,188
Investing activities:
Additions to media library, property and equipment	(4,981)	(4,774)
Acquisitions, net of cash acquired, and purchase of intangible assets	(847)
Net cash used in investing activities	(5,828)	(4,774)
Financing activities:
Repayment of debt	(46)	(45)
Proceeds from the issuance of common stock		71
Net cash provided by (used in) financing activities	(46)	26
Net change in cash	(1,871)	440
Cash at beginning of period	10,269	12,605
Cash at end of period	8,398	13,045
Supplemental cash flow information
Interest paid	$ 65	$ 67

XML

Organization, Nature of Operations, and Principles of Consolidation

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Organization, Nature of Operations, and Principles of Consolidation

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

Gaia, Inc. operates a global digital video subscription service and on-line community that 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 – 80% 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 curated 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 represents approximately 75% of our viewership. 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, 2021.

On December 22, 2021, Gaia completed the acquisition of Yoga International, Inc. (“Yoga International”). Yoga International was founded by the Himalayan Institute in 1991, as a print magazine considered by many to be an authentic voice of yoga in the West. In 2013, Yoga International transformed into a digital-only publication, and over the past 8 years has evolved into an online platform for yoga practice and education, with more than 60% of its current membership outside the United States. See our Annual Report on Form 10-K for the year ended December 31, 2021 for additional information regarding the Yoga International acquisition.

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 is being discontinued in 2022 as the contractual commitments related to this line of business lapse. The course content will be utilized as part of the premium membership tier going forward.  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 statement of operations.

XML

Revenue Recognition

3 Months Ended

Mar. 31, 2022

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.

XML

Equity and Share-Based Compensation

3 Months Ended

Mar. 31, 2022

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity and Share-Based Compensation

3. Equity and Share-Based Compensation

During the first three months of 2022 and 2021, we recognized approximately $540 and $613, 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 three months of 2022 or during the first three months of 2021.

XML

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2022

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, 2021 through March 31, 2022.

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 March 31, 2022 and December 31, 2021.

(in thousands)	March 31, 2022			December 31, 2021
Amortizable Intangible Assets
Customer relationships	$	2,000		$	2,000
Tradenames		270			270
Accumulated amortization		(154	)		(12	)
	$	2,116		$	2,258
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 first three months of 2022. There was no amortization expense for the first three months of 2021.  Future amortization of our amortizable intangible assets as of March 31, 2022 is expected to be as follows:

(in thousands)
2022 (remaining)	$	426
2023		568
2024		568
2025		554
	$	2,116

XML

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

5. Debt

On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“Boulder Road”) sold a 50% undivided interest in a portion of our corporate campus to Westside Boulder, LLC (“Westside”).  Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities. On December 28, 2020, Boulder Road and Westside entered into a loan agreement with Great Western Bank, as lender, providing for a mortgage in the principal amount of $13,000. The mortgage bears interest at a fixed rate of 3.75% per annum, matures on December 28, 2025, and 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 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.

Maturities on long-term debt, net are:

(in thousands)
2022 (remaining)	$	108
2023		150
2024		156
2025		5,801
	$	6,215

XML

Leases

3 Months Ended

Mar. 31, 2022

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:

		March 31,		December 31,
(in thousands)	Balance Sheet Classification	2022		2021
Right-of-use asset	Right-of-use lease asset, net	$	7,679	$	7,871
Operating lease liability (current)	Accounts payable, accrued and other liabilities	$	725	$	718
Operating lease liability (non-current)	Long-term lease liability		7,050		7,234
		$	7,775	$	7,952

	For the Three Months Ended March 31,
(in thousands)	2022		2021
Cash paid for operating lease liabilities	$	250	$	250

Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of March 31, 2022 is expected to be:

(in thousands)
2022 (remaining)	$	750
2023		1,001
2024		1,008
2025		1,035
2026		1,064
Thereafter		4,253
Future lease payments, gross		9,111
Less: Imputed interest		(1,336	)
Operating lease liability	$	7,775

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Earnings Per Share

3 Months Ended

Mar. 31, 2022

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 March 31,
(in thousands, except per share data)	2022		2021
	(unaudited)
Weighted-average common stock outstanding		20,465		19,201
Common stock equivalents		351		523
Weighted-average number of shares		20,816		19,724

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 March 31,
(in thousands)	2022		2021
	(unaudited)
Employee stock options and RSU's		228		30

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Income Taxes

3 Months Ended

Mar. 31, 2022

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 March 31, 2022. As of March 31, 2022, our net operating loss carryforwards on a gross basis were $76,800 and $20,700 for federal and state, respectively.

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Contingencies

3 Months Ended

Mar. 31, 2022

Commitments And Contingencies Disclosure [Abstract]

Contingencies

9. Contingencies

From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at March 31, 2022 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.

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

3 Months Ended

Mar. 31, 2022

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 is being discontinued in 2022 as the contractual commitments related to this line of business lapse. The course content will be utilized as part of the premium membership tier going forward.  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 statement of operations.

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

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 March 31, 2022 and December 31, 2021.

(in thousands)	March 31, 2022			December 31, 2021
Amortizable Intangible Assets
Customer relationships	$	2,000		$	2,000
Tradenames		270			270
Accumulated amortization		(154	)		(12	)
	$	2,116		$	2,258
Unamortized Intangible Assets
Domain names	$	563		$	563

Schedule of Future Amortization Expense of Intangible Assets

Future amortization of our amortizable intangible assets as of March 31, 2022 is expected to be as follows:

(in thousands)
2022 (remaining)	$	426
2023		568
2024		568
2025		554
	$	2,116

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Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Maturities on Long Term Debt, Net

Maturities on long-term debt, net are:

(in thousands)
2022 (remaining)	$	108
2023		150
2024		156
2025		5,801
	$	6,215

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Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Right of Use Asset and Related Lease Liability and Supplemental Cash Flow Information

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

		March 31,		December 31,
(in thousands)	Balance Sheet Classification	2022		2021
Right-of-use asset	Right-of-use lease asset, net	$	7,679	$	7,871
Operating lease liability (current)	Accounts payable, accrued and other liabilities	$	725	$	718
Operating lease liability (non-current)	Long-term lease liability		7,050		7,234
		$	7,775	$	7,952

	For the Three Months Ended March 31,
(in thousands)	2022		2021
Cash paid for operating lease liabilities	$	250	$	250

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 March 31, 2022 is expected to be:

(in thousands)
2022 (remaining)	$	750
2023		1,001
2024		1,008
2025		1,035
2026		1,064
Thereafter		4,253
Future lease payments, gross		9,111
Less: Imputed interest		(1,336	)
Operating lease liability	$	7,775

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Weighted-Average Diluted Shares Outstanding

The weighted-average diluted shares outstanding computation is:

	For the Three Months Ended March 31,
(in thousands, except per share data)	2022		2021
	(unaudited)
Weighted-average common stock outstanding		20,465		19,201
Common stock equivalents		351		523
Weighted-average number of shares		20,816		19,724

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 March 31,
(in thousands)	2022		2021
	(unaudited)
Employee stock options and RSU's		228		30

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Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail)		3 Months Ended
	Dec. 22, 2021	Mar. 31, 2022 USD ($) Title Channel
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Number of channels | Channel		4
Percentage of produced and owned content views		75.00%
A La Carte Course Purchase [Member]
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Assets		$ 0
Liabilities		$ 0
Yoga International [Member]
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Acquisition date	Dec. 22, 2021
Number of years evolved in online platform for yoga practice and education	8 years
Yoga International [Member] | Outside United States [Member]
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Minimum current membership percentage outside United States	60.00%
Minimum [Member]
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Number of titles available in digital content library | Title		10,000
Percentage of digital streaming exclusively available for subscribers		80.00%

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Equity and Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-based compensation expense	$ 540	$ 613
Options exercised during period	0	0

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Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill [Line Items]
Changes in goodwill	$ 0		$ 0
Customer Relationships [Member]
Goodwill [Line Items]
Intangible assets, useful life	48 months
Intangible assets, amortization method	straight-line basis
Intangible assets, amortization expense	$ 142,000	$ 0

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Goodwill and Other Intangible Assets - Schedule of Other Unamortized Intangible Assets Included in Real Estate, Investments and Other Assets, Net (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Amortizable Intangible Assets, Accumulated amortization	$ (154)	$ (12)
Amortizable Intangible Assets, Net	2,116	2,258
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

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Goodwill and Other Intangible Assets - Schedule of Future Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
2022 (remaining)	$ 426
2023	568
2024	568
2025	554
Amortizable Intangible Assets, Net	$ 2,116	$ 2,258

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Debt - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 28, 2020	Sep. 09, 2020
Boulder Road LLC [Member]
Debt Instrument [Line Items]
Subsidiary interest percentage		50.00%
Boulder Road and Westside Boulder, LLC [Member] | Loan Agreement [Member] | Great Western Bank [Member] | Mortgage Loan [Member]
Debt Instrument [Line Items]
Loan principal amount	$ 13,000
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%

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Debt - Schedule of Maturities on Long Term Debt, Net (Detail) $ in Thousands	Mar. 31, 2022 USD ($)
Maturities Of Long Term Debt [Abstract]
2022 (remaining)	$ 108
2023	150
2024	156
2025	5,801
Total maturities on long-term debt	$ 6,215

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Leases - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	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	$ 7,679	$ 7,871	$ 8,800
Operating lease liability	$ 7,775	$ 7,952	$ 8,800
Two Five Year Extensions [Member]
Lessee Lease Description [Line Items]
Operating lease, Renewal Term	5 years

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Leases - Schedule of Right of Use Asset and Related Lease Liability (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Sep. 09, 2020
Leases [Abstract]
Right-of-use asset	$ 7,679	$ 7,871	$ 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)	$ 725	$ 718
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)	$ 7,050	$ 7,234
Operating Lease Liability Noncurrent Statement Of Financial Position Extensible List	Operating lease liability (non-current)	Operating lease liability (non-current)
Operating Lease, Liability	$ 7,775	$ 7,952	$ 8,800

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Leases - Schedule of Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Cash paid for operating lease liabilities	$ 250	$ 250

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Leases - Schedule of Future Amortization of Lease Liability (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Sep. 09, 2020
Leases [Abstract]
2022 (remaining)	$ 750
2023	1,001
2024	1,008
2025	1,035
2026	1,064
Thereafter	4,253
Future lease payments, gross	9,111
Less: Imputed interest	(1,336)
Operating lease liability	$ 7,775	$ 7,952	$ 8,800

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Earnings Per Share - Schedule of Weighted-Average Diluted Shares Outstanding (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Weighted-average common stock outstanding	20,465	19,201
Common stock equivalents	351	523
Weighted-average number of shares	20,816	19,724

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Earnings Per Share - Summary of Potential Common Shares Excluded from Diluted Calculation (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Employee Stock Options and RSU's [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	228	30

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Income Taxes - Additional Information (Detail) $ in Thousands	Mar. 31, 2022 USD ($)
Federal [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 76,800
State [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 20,700