gaia-8k_20201105.htm
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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): November 5, 2020

 

GAIA, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Colorado

 

000-27517

 

84-1113527

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

833 West South Boulder Road, Louisville, CO 80027-2452

(Address of Principal Executive Offices; Zip Code)

 

Registrant’s telephone number, including area code: (303) 222-3600

 

(Former Name or Former Address, if Changed Since Last Report)

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock

GAIA

NASDAQ Global Market

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

Emerging growth company   

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

 

 


 

Item 2.02

Results of Operations and Financial Condition.

On November 9, 2020, Gaia issued a press release announcing results for its quarter ended September 30, 2020. 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 5, 2020, Brad Warkins became Head of Business Development and International. This change from President was made at Mr. Warkins’ request to enable him to devote his full time to business development and international activities. Kiersten Medvedich, Executive Vice President of Content, Paul Tarell, Chief Financial Officer and Yon Nuta Executive Vice President of Retention were appointed to the newly created Office of President. Also, on November 5, 2020, Dae Mellencamp, Gaia’s part-time Chief Operating Officer, resigned from her position to attend to her mother. She continues to serve as a director of Gaia.

Item 9.01

Financial Statements and Exhibits.

 

 

 

 

Exhibit No.

  

Description of Exhibit

 

 

 

99.1

  

Press Release issued by Gaia on November 9, 2020

104

 

Cover Page Interactive Data File


 


 

SIGNATURES

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

GAIA, INC.



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

Date: November 10, 2020

 

Exhibit 99.1

 

Gaia Reports Third Quarter 2020 Results

Revenues up 28%, Achieves Positive Earnings and Cash Flow

BOULDER, CO, November 9, 2020 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the third quarter ended September 30, 2020.

Third Quarter 2020 Highlights vs. Same Year-Ago Quarter

 

28% increase in revenues

 

Generated positive earnings and cash flow

 

Reduced outstanding debt to $4.0 million from $17.0 million

 

“The results for the third quarter reflect the attainment of our goal to generate positive earnings and cash flows while sustaining a revenue growth rate above 20%,” said Paul Tarell, Gaia’s CFO. “We have reached the inflection point for the business after six quarters of disciplined execution and expect to continue to generate positive earnings and cash flows while driving top line growth.”

Third Quarter 2020 Financial Results

Revenues in the third quarter increased 28% to $17.5 million from $13.7 million in the year-ago quarter. This was primarily due to growth in members and an increase in average revenue per member. Paying members increased to 697,300 as of September 30, 2020 with net member additions for the quarter of 33,900.

Gross profit in the third quarter increased 29% to $15.3 million compared to $11.9 million in the year-ago quarter. Gross margin increased to 87.1% versus 86.8% in the year-ago quarter.

Total operating expenses in the third quarter decreased 6% to $14.9 million from $15.8 million in the year-ago quarter, which improved operating expenses to 85% of revenues from 115% of revenues in the year-ago quarter. This reduction is due to continued efficiency improvements in fixed operating expenses and reducing customer acquisition costs as a percentage of revenue to 41% from 49% in the year-ago quarter.

Net income in the third quarter was $6.3 million or $0.33 per share and included a $6.1 million gain on the sale of a portion of Gaia’s corporate campus as announced on September 9, 2020. Excluding this gain, net income was $0.2 million or $0.01 per share, which improved significantly from a loss of $4.1 million or $(0.23) per share in the year ago quarter.

EBITDA improved significantly to $3.4 million compared to $(1.4) million in the year-ago quarter and increased $2.6 million sequentially.

Gaia generated cash from operations of $7.2 million in the first nine months of 2020 compared to cash used of $5.9 million in the comparable year-ago period, an improvement of $13.1 million.

The transition to cash generation during the quarter was completed as expected, with an overall increase in Gaia’s cash balance of $0.3 million compared to a decrease of $5.8 million in the year ago quarter.

As of September 30, 2020, Gaia had $8.7 million in cash and reduced its outstanding debt to $4.0 million from $17.0 million.


1

 


 

 

Conference Call

The company will hold a conference call today at 4:30 p.m. Eastern time to discuss its third quarter 2020 results.

Date: Monday, November 9, 2020

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

Toll-free dial-in number: 1-866-548-4713

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

Conference ID: 2739010

 

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

 

The conference call will be broadcast live and available for replay here and via ir.gaia.com. A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through November 23, 2020.

 

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

International replay number: 1-412-317-6671

Replay ID: 2739010

About Gaia

Gaia is a global video streaming service and community that provides curated conscious media in four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—to its subscribers in 185 countries with approximately 8,000 titles. Over 85% of its library is exclusive to Gaia, and approximately 80% of the views are generated by content produced or owned by Gaia. For more information about Gaia, visit www.gaia.com.

Forward-Looking Statements

This press release includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “believe,” “will,” or comparable terminology or by discussions of strategy. While Gaia believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, operating losses, general economic conditions, competition, changing consumer preferences, acquisitions, new initiatives we undertake, costs of acquiring new subscribers, subscriber retention rates, and other risks and uncertainties included in Gaia’s filings with the Securities and Exchange Commission. Gaia assumes no duty to update any forward-looking statements.


2


 

 

Contacts

Paul Tarell

Gaia, Inc.

(303) 222-3330

[email protected]

 

Cody Slach

Gateway Investor Relations

(949) 574-3860

[email protected]

 


3


 

 

GAIA, INC.

Condensed Consolidated Statements of Operations

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(in thousands, except per share data)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

Revenues, net

 

$

17,537

 

 

$

13,660

 

 

$

48,201

 

 

$

39,291

 

Cost of revenues

 

 

2,264

 

 

 

1,801

 

 

 

6,248

 

 

 

5,186

 

Gross profit

 

 

15,273

 

 

 

11,859

 

 

 

41,953

 

 

 

34,105

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and operating

 

 

13,479

 

 

 

14,319

 

 

 

42,354

 

 

 

44,214

 

Corporate, general and administration

 

 

1,426

 

 

 

1,440

 

 

 

4,716

 

 

 

4,526

 

Total operating expenses

 

 

14,905

 

 

 

15,759

 

 

 

47,070

 

 

 

48,740

 

Income (loss) from operations

 

 

368

 

 

 

(3,900

)

 

 

(5,117

)

 

 

(14,635

)

Interest and other income (expense), net

 

 

5,946

 

 

 

(241

)

 

 

5,395

 

 

 

(400

)

Income (loss) before income taxes

 

 

6,314

 

 

 

(4,141

)

 

 

278

 

 

 

(15,035

)

Provision for income taxes

 

 

 

 

 

3

 

 

 

69

 

 

 

45

 

Income (loss) from continuing operations

 

 

6,314

 

 

 

(4,144

)

 

 

209

 

 

 

(15,080

)

Income (loss) from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(258

)

Net income (loss)

 

$

6,314

 

 

$

(4,144

)

 

$

209

 

 

$

(15,338

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.33

 

 

$

(0.23

)

 

$

0.01

 

 

$

(0.83

)

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(0.01

)

Basic net income (loss) per share

 

$

0.33

 

 

$

(0.23

)

 

$

0.01

 

 

$

(0.84

)

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.32

 

 

$

(0.23

)

 

$

0.01

 

 

$

(0.83

)

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(0.01

)

Diluted net income (loss) per share

 

$

0.32

 

 

$

(0.23

)

 

$

0.01

 

 

$

(0.84

)

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

19,183

 

 

 

18,375

 

 

 

18,834

 

 

 

18,070

 

Diluted

 

 

19,737

 

 

 

18,375

 

 

 

19,442

 

 

 

18,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

3,372

 

 

$

(1,412

)

 

$

3,909

 

 

$

(8,044

)

 

* See definition and reconciliation on following page.

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GAIA, INC.

Summary of Cash Flows

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities - continuing operations

 

$

3,333

 

 

$

(679

)

 

$

7,197

 

 

$

(5,996

)

Operating activities - discontinued operations

 

 

 

 

 

 

 

 

 

 

 

76

 

Operating activities

 

 

3,333

 

 

 

(679

)

 

 

7,197

 

 

 

(5,920

)

Investing activities

 

 

9,862

 

 

 

(5,151

)

 

 

2,781

 

 

 

(16,489

)

Financing activities

 

 

(12,932

)

 

 

 

 

 

(12,751

)

 

 

4,092

 

Net change in cash

 

$

263

 

 

$

(5,830

)

 

$

(2,773

)

 

$

(18,317

)

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

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

Income (loss) from continuing operations

 

$

6,314

 

 

$

(4,144

)

 

$

209

 

 

$

(15,080

)

Interest expense (income), net

 

 

179

 

 

 

241

 

 

 

730

 

 

 

400

 

Provision for (benefit from) income taxes

 

 

 

 

 

3

 

 

 

69

 

 

 

45

 

Gain on sale of real estate

 

 

(6,125

)

 

 

 

 

 

(6,125

)

 

 

 

Depreciation and amortization expense

 

 

3,004

 

 

 

2,488

 

 

 

9,026

 

 

 

6,849

 

EBITDA

 

 

3,372

 

 

 

(1,412

)

 

 

3,909

 

 

 

(7,786

)

Share-based compensation expense

 

 

336

 

 

 

488

 

 

 

1,864

 

 

 

1,597

 

Adjusted EBITDA

 

$

3,708

 

 

$

(924

)

 

$

5,773

 

 

$

(6,189

)

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

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

5


 

 

GAIA, INC.

Condensed Consolidated Balance Sheets

 

 

September 30,

 

 

December 31,

 

(in thousands, except share and per share data)

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

8,721

 

 

$

11,494

 

Accounts receivable

 

 

2,358

 

 

 

2,310

 

Prepaid expenses and other current assets

 

 

2,043

 

 

 

2,443

 

Total current assets

 

 

13,122

 

 

 

16,247

 

Building and land, net

 

 

24,653

 

 

 

22,681

 

Media library, software and equipment, net

 

 

39,084

 

 

 

36,921

 

Goodwill

 

 

17,289

 

 

 

17,289

 

Investments and other assets

 

 

12,647

 

 

 

13,034

 

Total assets

 

$

106,795

 

 

$

106,172

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable, accrued and other liabilities

 

$

8,385

 

 

$

10,594

 

Deferred revenue

 

 

12,556

 

 

 

8,025

 

Total current liabilities

 

 

20,941

 

 

 

18,619

 

Long-term debt and other liabilities, net

 

 

12,127

 

 

 

18,433

 

Deferred taxes

 

 

276

 

 

 

206

 

Total liabilities

 

 

33,344

 

 

 

37,258

 

Total equity

 

 

73,451

 

 

 

68,914

 

Total liabilities and equity

 

$

106,795

 

 

$

106,172

 

 

 

 

 

6