GAIA Gaia Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

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 20, 2023

 

 

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, Colorado				80027
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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. ☐

 

 

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Item 2.02 Results of Operations and Financial Condition.

On May 1, 2023, Gaia issued a press release announcing results for its quarter ended March 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
3.1		Amended and Restated Bylaws of Gaia, Inc., effective April 20, 2023 (incorporated by reference to Exhibit 3.1 of Gaia Inc.'s Current Report on Form 8-K filed on April 25, 2023)
99.1		Press Release issued by Gaia on May 1, 2023
104		Cover Page Interactive Data File

 

 

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SIGNATURES

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

			GAIA, INC.
Date:	May 1, 2023	By:	/s/ Paul Tarell
			Name: Paul Tarell Title: Chief Financial Officer

 

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	Exhibit 99.1

 

Gaia Reports First Quarter 2023 Results

BOULDER, CO, May 1, 2023 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2023.

“In the first quarter of 2023 we experienced a return to member growth with per customer acquisition costs decreasing over 10% sequentially,” said Jirka Rysavy, Gaia’s CEO. “We have continued to see member growth rates increase during April. During February, we completed a rationalization of personnel and related expenses, returning to pre-COVID levels of operating efficiency with $600,000 annualized gross profit per employee. These reductions combined with other cost-saving efforts are expected to reduce our annualized spending by over $5 million. In April we finalized the technology implementation to launch the Gaia Marketplace, an initiative focused on our existing members to increase our average revenue per member. We look forward to the anticipated launch in July as planned.”

Gaia CFO Paul Tarell commented: “The myriad of improvements we have implemented over the past six months to attract and retain our members have started to become evident with the growth in our member base for the first time in several quarters. We have begun to see the benefits from the cost reduction efforts we implemented in the first quarter and expect the full benefit beginning in June. We continue to focus on growing revenues cost effectively, while also generating cash flows from operations in excess of our reinvestment in content that attracts and retains high lifetime value members.”

First Quarter 2023 Financial Results

Revenues for the first quarter were $19.6 million, a slight sequential increase for the first time in twelve months. Member losses began to subside in the fourth quarter of 2022 and reversed in the first quarter of 2023 during which we added 7,500 members, ending with 766,500 members as of March 31, 2023. Revenues declined 10.1% compared to the year ago quarter, due primarily to the post-COVID subscriber contraction experienced industry-wide during 2022.

Gross profit in the first quarter decreased to $16.9 million compared to $18.9 million in the year-ago quarter because of the decreased revenues. As a result of the exclusive original content we have added over the past 12 months, we have increased viewership on this portion of our content library to over 85% of total viewing time. Gross margins decreased to 85.9% from 86.7% in the year ago quarter primarily due to increased content amortization.

Total operating expenses decreased to $17.9 million from $18.6 million in the year-ago quarter. The first quarter of 2023 includes severances and related expenses incurred as a result of our 20% reduction in staffing that was completed during the period.

Net loss was $1.1 million, or $(0.05) per share, compared to net income of $0.1 million, or $0.01 per share, in the year-ago quarter.

The cash balance as of March 31, 2023, was $10.8 million.

 

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Conference Call

Date: Monday, May 1, 2023

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

Toll-free dial-in number: 1-877-269-7751

International dial-in number: 1-201-389-0908

Conference ID: 13737459

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 Group 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 15, 2023.

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

International replay number: 1-412-317-6671

Replay ID: 13737459

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—in four languages (English, Spanish, French and German) to its members in 185 countries. Gaia’s library includes over 10,000 titles, over 85% of which is exclusive to Gaia, and approximately 75% of viewership is 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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors” and elsewhere in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2022. Risks and uncertainties that could cause actual results to differ include, without limitation: our ability to attract new members and retain existing members; our ability to compete effectively, including for customer engagement with different modes of entertainment; maintenance and expansion of devise platforms for steaming; fluctuation in customer usage of our service; fluctuations in quarterly operating results; service disruptions; production risks; general economic conditions; future losses; loss of key personnel; price changes; brand reputation; acquisitions; new initiatives we undertake; security and information systems; legal liability for website content; failure of third parties to provide adequate service; future internet-related taxes; our founder’s control of us; litigation; consumer trends; the effect of government regulation and programs; the impact of public health threats, including the coronavirus (COVID-19)

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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 press release. We undertake no obligation to update any forward-looking information.

Non-GAAP Measures

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this release contains non-GAAP financial measures, including EBITDA and Adjusted EBITDA. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and reconciliations to GAAP financial statements should be carefully evaluated.

EBITDA represents net income before interest expense, provision for income taxes, other income, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to remove acquisition costs, share-based compensation expense and the results of discontinued operations. EBITDA and Adjusted EBITDA do not represent measures of net income, as that term is defined under GAAP, and should not be considered as an alternative to net income or 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.

We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. EBITDA and Adjusted EBITDA are key performance measures management uses to assess Gaia’s operating performance and to facilitate internal comparisons to our historical performance. We believe EBITDA and Adjusted EBITDA are useful metrics to investors, enabling them to better assess Gaia’s operating performance in the context of current period results and provide for better comparability with Gaia’s historically disclosed EBITDA and Adjusted EBITDA, as well as allowing greater transparency with respect to the key metrics used by management in its financial and operational decision-making. Additionally, investors and the analyst community use these non-GAAP financial measures to help them analyze the health of our business.

Company Contact:

Paul Tarell

Chief Financial Officer

Gaia, Inc.

Investors@gaia.com

Investor Relations:

Gateway Group, Inc.

Cody Slach

(949) 574-3860

GAIA@gatewayir.com

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GAIA, INC.

Condensed Consolidated Balance Sheets

		March 31,				December 31,
(in thousands, except share and per share data)		2023				2022
ASSETS
Current assets:
Cash		$	10,848			$	11,562
Accounts receivable			3,499				2,955
Prepaid expenses and other current assets			2,383				2,656
Total current assets			16,730				17,173
Media library, software and equipment, net			51,256				51,115
Right-of-use lease asset, net			6,895				7,093
Real estate, investment and other assets, net			30,806				30,979
Goodwill			31,943				31,943
Total assets		$	137,630			$	138,303
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities		$	11,512			$	12,355
Short-term debt and lease liability			902				894
Deferred revenue			15,555				14,124
Total current liabilities			27,969				27,373
Long-term debt, net			14,919				14,958
Long-term lease liability			6,298				6,489
Deferred taxes			499				499
Total liabilities			49,685				49,319
Total shareholders' equity			87,945				88,984
Total liabilities and shareholders' equity		$	137,630			$	138,303

 

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GAIA, INC.

Condensed Consolidated Statements of Operations

		For the Three Months Ended March 31,
(in thousands, except per share data)		2023				2022
Revenues, net		$	19,647			$	21,831
Cost of revenues			2,773				2,905
Gross profit			16,874				18,926
Gross profit margin			85.9	%			86.7	%
Expenses:
Selling and operating			16,123				16,785
Corporate, general and administration			1,773				1,785
Acquisition costs			—				49
Total operating expenses			17,896				18,619
Income (loss) from operations			(1,022	)			307
Interest and other expense, net			(121	)			(60	)
Income (loss) before income taxes			(1,143	)			247
Provision for (benefit from) income taxes			—				—
Income (loss) from continuing operations			(1,143	)			247
Loss from discontinued operations			—				(161	)
Net income (loss)		$	(1,143	)		$	86
Earnings (loss) per share:
Basic
Continuing operations		$	(0.05	)		$	0.01
Discontinued operations			—				(0.01	)
Basic earnings (loss) per share		$	(0.05	)		$	—
Diluted
Continuing operations		$	(0.05	)		$	0.01
Discontinued operations			—				(0.01	)
Diluted earnings (loss) per share		$	(0.05	)		$	—
Weighted-average shares outstanding:
Basic			20,826				20,465
Diluted			20,826				20,816
EBITDA*		$	3,135			$	4,053

* See reconciliation below.
 

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GAIA, INC.

Summary of Cash Flows

		For the Three Months Ended March 31,
(in thousands)		2023				2022
Net cash provided by (used in):
Operating activities - continuing operations		$	3,138			$	4,164
Operating activities - discontinued operations			—				(161	)
Investing activities			(3,870	)			(5,828	)
Financing activities			18				(46	)
Net change in cash		$	(714	)		$	(1,871	)

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

		For the Three Months Ended March 31,
(in thousands)		2023				2022
Net income (loss)		$	(1,143	)		$	86
Interest expense, net			121				60
Depreciation and amortization expense			4,157				3,907
EBITDA			3,135				4,053
Acquisition costs			—				49
Share-based compensation expense			82				540
Discontinued operations			—				161
Adjusted EBITDA		$	3,217			$	4,803

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v3.23.1

Document And Entity Information	Apr. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 20, 2023
Entity Registrant Name	GAIA, INC.
Entity Central Index Key	0001089872
Entity Emerging Growth Company	false
Securities Act 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
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
Title of 12(b) Security	Class A Common Stock
Trading Symbol	GAIA
Security Exchange Name	NASDAQ

This regulatory filing also includes additional resources:
gaia-ex99_1.pdf