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): July 31, 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 July 31, 2023, Gaia issued a press release announcing results for its quarter ended June 30, 2023. 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
99.1		Press Release issued by Gaia on July 31, 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:	July 31, 2023	By:	/s/ Ned Preston
			Name: Ned Preston Title: Chief Financial Officer

 

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	Exhibit 99.1

 

Exhibit 99.1

Gaia Reports Second Quarter 2023 Results

 

BOULDER, CO, July 31, 2023 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the second quarter ended June 30, 2023.

 

“In the second quarter of 2023 we experienced another sequential increase in revenue and member count while returning to positive cash flow generation,” said Jirka Rysavy, Gaia’s CEO. “Our annualized gross profit per employee in the second quarter grew to over $610,000, reflecting our operating efficiency, which was brought on by the cost improvements undertaken in the first quarter. Our ARPU, which had steady annual improvements since 2019, should be further supplemented with the launch of the Gaia Marketplace, which we are rolling out to select members in our network.”

 

Gaia CFO Ned Preston commented: “The initiatives implemented over the past nine months to attract and retain our members have continued in the second quarter. We continue to focus on growing revenues in a cost-effective manner, while also generating cash flows from operations in excess of our reinvestment in content and other capex that attracts and retains high lifetime value members.”

 

Second Quarter 2023 Financial Results

 

Revenues for the second quarter were $19.8 million, another sequential increase. Member count growth continued in the second quarter of 2023 during which the company saw an additional 8,000 members join the Gaia platform, ending the period with 774,500 members as of June 30, 2023. Revenues were still down 4% compared to the year ago quarter, due to the post-COVID subscriber contraction experienced industry-wide during 2022.

 

Gross profit in the second quarter decreased to $17.0 million compared to $18.0 million in the year-ago quarter primarily due to lower revenues. Gross margins decreased to 85.7% from 86.7% in the year ago quarter primarily due to increased content amortization.

 

Total operating expenses increased to $18.6 million from $17.7 million in the year-ago quarter, including the end of contracts and related expenses incurred as a result of the company’s 20% cut in staff that was completed during the first quarter.

 

Net loss was $1.7 million, or $(0.08) per share, compared to net income of $0.1 million, or $0.00 per share, in the year-ago quarter, but the company returned to net cash flow generation.

Gaia’s cash balance as of June 30, 2023, was $10.9 million.

Conference Call

Date: Monday, July 31, 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: 13739670

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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 hereand 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 August 14, 2023.

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

International replay number: 1-412-317-6671

Replay ID: 13739670

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) 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

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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:

Ned Preston

Chief Financial Officer

Gaia, Inc.

Investors@gaia.com

Investor Relations:

Gateway Group, Inc.

Cody Slach

(949) 574-3860

GAIA@gateway-grp.com

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GAIA, INC.

Condensed Consolidated Balance Sheets

		June 30,				December 31,
(in thousands, except share and per share data)		2023				2022
ASSETS
Current assets:
Cash		$	10,879			$	11,562
Accounts receivable			3,620				2,955
Prepaid expenses and other current assets			2,730				2,656
Total current assets			17,229				17,173
Media library, software and equipment, net			51,198				51,115
Right-of-use lease asset, net			6,694				7,093
Real estate, investment and other assets, net			30,569				30,979
Goodwill			31,943				31,943
Total assets		$	137,633			$	138,303
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities		$	12,384			$	12,355
Short-term debt and lease liability			911				894
Deferred revenue			15,476				14,124
Total current liabilities			28,771				27,373
Long-term debt, net			14,881				14,958
Long-term lease liability			6,105				6,489
Deferred taxes			499				499
Total liabilities			50,256				49,319
Total shareholders' equity			87,377				88,984
Total liabilities and shareholders' equity		$	137,633			$	138,303

GAIA, INC.

Condensed Consolidated Statements of Operations

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		For the Three Months Ended June 30,								For the Six Months Ended June 30,
(in thousands, except per share data)		2023				2022				2023				2022
Revenues, net		$	19,839			$	20,720			$	39,486			$	42,551
Cost of revenues			2,839				2,759				5,612				5,664
Gross profit			17,000				17,961				33,874				36,887
Gross profit margin			85.7	%			86.7	%			85.8	%			86.7	%
Expenses:
Selling and operating			17,085				15,869				33,208				32,654
Corporate, general and administration			1,520				1,794				3,293				3,579
Acquisition costs			—				—				—				49
Total operating expenses			18,605				17,663				36,501				36,282
Income (loss) from operations			(1,605	)			298				(2,627	)			605
Interest and other expense, net			(113	)			(50	)			(234	)			(110	)
Income (loss) before income taxes			(1,718	)			248				(2,861	)			495
Provision for (benefit from) income taxes			—				—				—				—
Income (loss) from continuing operations			(1,718	)			248				(2,861	)			495
Loss from discontinued operations			—				(132	)			—				(293	)
Net income (loss)		$	(1,718	)		$	116			$	(2,861	)		$	202
Earnings (loss) per share:
Basic
Continuing operations		$	(0.08	)		$	0.01			$	(0.14	)		$	0.02
Discontinued operations			—				(0.01	)			—				(0.01	)
Basic earnings (loss) per share		$	(0.08	)		$	—			$	(0.14	)		$	0.01
Diluted
Continuing operations		$	(0.08	)		$	0.01			$	(0.14	)		$	0.02
Discontinued operations			—				(0.01	)			—				(0.01	)
Diluted earnings (loss) per share		$	(0.08	)		$	—			$	(0.14	)		$	0.01
Weighted-average shares outstanding:
Basic			20,874				20,788				20,850				20,627
Diluted			20,874				20,795				20,850				20,795
EBITDA*		$	2,612			$	4,163			$	5,747			$	8,216

* See reconciliation below.
 

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GAIA, INC.

Summary of Cash Flows

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
(in thousands)		2023				2022				2023				2022
Net cash provided by (used in):
Operating activities - continuing operations		$	3,342			$	2,524			$	6,480			$	6,688
Operating activities - discontinued operations			—				(132	)			—				(293	)
Investing activities			(3,249	)			(4,591	)			(7,119	)			(10,419	)
Financing activities			(62	)			(4	)			(44	)			(50	)
Net change in cash		$	31			$	(2,203	)		$	(683	)		$	(4,074	)

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

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
(in thousands)		2023				2022				2023				2022
Net income (loss)		$	(1,718	)		$	116			$	(2,861	)		$	202
Interest expense, net			113				50				234				110
Depreciation and amortization expense			4,217				3,997				8,374				7,904
EBITDA			2,612				4,163				5,747				8,216
Acquisition costs			—				—				—				49
Share-based compensation expense			461				390				543				930
Discontinued operations			—				(132	)			—				(293	)
Adjusted EBITDA		$	3,073			$	4,421			$	6,290			$	8,902

 

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v3.23.2

Document And Entity Information	Jul. 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 31, 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

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