8-K
GAIA, INC (GAIA)
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): March 1, 2021
GAIA, INC.
(Exact Name of Registrant as Specified in its Charter)
| Colorado | 000-27517 | 84-1113527 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File<br>Number) | (IRS Employer<br>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 Conditions |
|---|
On March 1, 2021, Gaia issued a press release announcing results for its fourth quarter and full year ended December 31, 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
The information set forth under Item 1.01 is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release issued by Gaia on March 1, 2021 |
| 104 | Cover Page Interactive Data File |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GAIA, INC.
By: /s/ Paul Tarell Name: Paul Tarell Title: Chief Financial Officer
Date: March 1, 2021
gaia-ex991_6.htm
| Exhibit 99.1 |
|---|
Gaia Reports Fourth Quarter and Full Year 2020 Results
Fourth Quarter Revenues up 27%, Generates $3.9 in Million Cash
BOULDER, CO, March 1, 2021 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2020.
Highlights
| ▪ | 27% increase in revenues from the year-ago quarter |
|---|---|
| ▪ | Second sequential quarter of positive earnings and cash flow |
| --- | --- |
| ▪ | Added 129,000 members during the year, ending with 728,000 paying members |
| --- | --- |
“We had a very successful year in 2020, generating net income and cash flows while maintaining our revenue growth rate over 20%,” said Paul Tarell, Gaia’s CFO. “Beginning in July we reached the scale necessary to sustainably grow and maintain profitability.”
Fourth Quarter 2020 Financial Results
Revenues in the fourth quarter increased 27% to $18.6 million from $14.7 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 727,600 as of December 31, 2020 with net member additions for the quarter of 30,300.
Gross profit in the fourth quarter increased 27% to $16.2 million compared to $12.8 million in the year-ago quarter. Gross margin increased to 87.1% versus 86.9% in the year-ago quarter.
Total operating expenses were $15.7 million, or 84% of revenues in the fourth quarter of 2020 compared to $15.3 million, or 104% of revenues in the year-ago quarter. The significant reduction as a percentage of revenues is due to continued efficiency improvements in fixed operating expenses and reducing customer acquisition costs as a percentage of revenue to 43% from 50% in the year-ago quarter.
Net income in the fourth quarter was $0.3 million or $0.02 per share, which improved from a net loss of $2.8 million or $(0.15) per share in the year ago quarter.
EBITDA improved to $3.5 million compared to $0.2 million in the year-ago quarter and has continued to increase sequentially.
Gaia generated cash flows from operations in excess of cash used in investing activities of $1.5 million during the fourth quarter of 2020, an improvement of $2.0 million compared to the fourth quarter of 2019. This marks the final milestone in Gaia’s transition to positive earnings and cash flows, with a $3.9 million increase in Gaia’s cash balance compare to September 30, 2020. Gaia’s cash balance was $12.6 million as of December 31, 2020.
2020 Financial Results
Revenues in 2020 increased 24% to $66.8 million from $54.0 million in 2019. This was primarily due to growth in paying members and an increase in average revenue per member.
Gross profit in 2020 increased 24% to $58.2 million compared to $46.9 million in 2019. Gross margin improved to 87.1% versus 86.8% primarily due to increased revenues.
Total operating expenses in 2020 were $62.8 million or 94% of revenues compared to $64.1 million or 119% of revenues in 2019, which was an improvement in both absolute dollars and as a percentage of revenues. Customer acquisition costs as a percentage of revenue decreased to 47% in 2020 from 56% in 2019.
Net income in 2020 was $0.5 million, or $0.03 per share, compared to a net loss of $18.2 million, or $(1.00) per share, in 2019.
EBITDA improved $15 million in 2020 to $7.4 million from $(7.6) million in 2019, an almost 200% improvement.
Cash generated from operations was $11.7 million in 2020 compared to cash used in operations of $2.6 million in 2019, an improvement of $14.3 million.
Conference Call
The company will hold a conference call today at 4:30 p.m. Eastern time to discuss its fourth quarter and full year 2020 results.
Date: Monday, March 1, 2021
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: 1665604
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 March 15, 2021.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 1665604
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.
Contacts
Paul Tarell
Gaia, Inc.
(303) 222-3330
Paul.Tarell@gaia.com
Cody Slach
Gateway Investor Relations
(949) 574-3860
GAIA@gatewayir.com
GAIA, INC.
Condensed Consolidated Statements of Operations
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2020 | 2019 | 2020 | 2019 | ||||||||
| (unaudited) | ||||||||||||
| Revenues, net | $ | 18,626 | $ | 14,688 | $ | 66,827 | $ | 53,979 | ||||
| Cost of revenues | 2,403 | 1,925 | 8,651 | 7,111 | ||||||||
| Gross profit | 16,223 | 12,763 | 58,176 | 46,868 | ||||||||
| Gross profit margin | 87.1 | % | 86.9 | % | 87.1 | % | 86.8 | % | ||||
| Expenses: | ||||||||||||
| Selling and operating | 14,583 | 14,078 | 56,937 | 58,292 | ||||||||
| Corporate, general and administration | 1,151 | 1,254 | 5,867 | 5,780 | ||||||||
| Total operating expenses | 15,734 | 15,332 | 62,804 | 64,072 | ||||||||
| Income (loss) from operations | 489 | (2,569 | ) | (4,628 | ) | (17,204 | ) | |||||
| Interest and other income (expense), net | (68 | ) | (243 | ) | 5,327 | (643 | ) | |||||
| Income (loss) before income taxes | 421 | (2,812 | ) | 699 | (17,847 | ) | ||||||
| Provision for income taxes | 111 | — | 180 | 45 | ||||||||
| Income (loss) from continuing operations | 310 | (2,812 | ) | 519 | (17,892 | ) | ||||||
| Loss from discontinued operations | — | — | — | (258 | ) | |||||||
| Net income (loss) | $ | 310 | $ | (2,812 | ) | $ | 519 | $ | (18,150 | ) | ||
| Earnings per share: | ||||||||||||
| Basic: | ||||||||||||
| Continuing operations | $ | 0.02 | $ | (0.15 | ) | $ | 0.03 | $ | (0.99 | ) | ||
| Discontinued operations | — | — | — | (0.01 | ) | |||||||
| Basic net income (loss) per share | $ | 0.02 | $ | (0.15 | ) | $ | 0.03 | $ | (1.00 | ) | ||
| Diluted: | ||||||||||||
| Continuing operations | $ | 0.02 | $ | (0.15 | ) | $ | 0.03 | $ | (0.99 | ) | ||
| Discontinued operations | — | — | — | (0.01 | ) | |||||||
| Diluted net income (loss) per share | $ | 0.02 | $ | (0.15 | ) | $ | 0.03 | $ | (1.00 | ) | ||
| Weighted-average shares outstanding: | ||||||||||||
| Basic | 19,183 | 18,402 | 18,921 | 18,160 | ||||||||
| Diluted | 19,603 | 18,402 | 19,305 | 18,160 | ||||||||
| EBITDA* | $ | 3,505 | $ | 177 | $ | 7,414 | $ | (7,609 | ) |
* See definition and reconciliation on following page.
GAIA, INC.
Summary of Cash Flows
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||
| (unaudited) | ||||||||||||
| Net cash provided by (used in): | ||||||||||||
| Operating activities - continuing operations | $ | 4,453 | $ | 3,346 | $ | 11,650 | $ | (2,650 | ) | |||
| Operating activities - discontinued operations | — | — | — | 76 | ||||||||
| Operating activities | 4,453 | 3,346 | 11,650 | (2,574 | ) | |||||||
| Investing activities | (2,957 | ) | (3,786 | ) | (176 | ) | (20,275 | ) | ||||
| Financing activities | 2,388 | 287 | (10,363 | ) | 4,379 | |||||||
| Net change in cash | $ | 3,884 | $ | (153 | ) | $ | 1,111 | $ | (18,470 | ) |
Reconciliation of Income (loss) from Continuing Operations to EBITDA and Adjusted EBITDA
| For the Three Months Ended December 31, | For the Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2020 | 2019 | 2020 | 2019 | |||||||
| (unaudited) | |||||||||||
| Income (loss) from continuing operations | $ | 310 | $ | (2,812 | ) | $ | 519 | $ | (17,892 | ) | |
| Interest expense, net | 68 | 243 | 798 | 643 | |||||||
| Provision for income taxes | 111 | — | 180 | 45 | |||||||
| Gain on sale of real estate | — | — | (6,125 | ) | — | ||||||
| Depreciation and amortization expense | 3,016 | 2,746 | 12,042 | 9,595 | |||||||
| EBITDA | 3,505 | 177 | 7,414 | (7,609 | ) | ||||||
| Share-based compensation expense | 474 | 215 | 2,338 | 1,812 | |||||||
| Adjusted EBITDA | $ | 3,979 | $ | 392 | $ | 9,752 | $ | (5,797 | ) |
EBITDA represents income (loss) from continuing activities 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.
GAIA, INC.
Condensed Consolidated Balance Sheets
| December 31, | December 31, | |||
|---|---|---|---|---|
| (in thousands, except share and per share data) | 2020 | 2019 | ||
| ASSETS | ||||
| Current assets: | ||||
| Cash | $ | 12,605 | $ | 11,494 |
| Accounts receivable | 2,024 | 2,310 | ||
| Prepaid expenses and other current assets | 1,746 | 2,443 | ||
| Total current assets | 16,375 | 16,247 | ||
| Media library, software and equipment, net | 39,231 | 36,921 | ||
| Right-of-use lease asset, net | 8,622 | — | ||
| Investment, real estate and other assets | 28,500 | 35,715 | ||
| Goodwill | 17,289 | 17,289 | ||
| Total assets | $ | 110,017 | $ | 106,172 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable, accrued and other liabilities | $ | 8,947 | $ | 10,594 |
| Deferred revenue | 12,376 | 8,025 | ||
| Total current liabilities | 21,323 | 18,619 | ||
| Long-term mortgage, net | 6,250 | 18,433 | ||
| Long-term lease liability | 7,952 | — | ||
| Deferred taxes | 257 | 206 | ||
| Total liabilities | 35,782 | 37,258 | ||
| Total equity | 74,235 | 68,914 | ||
| Total liabilities and equity | $ | 110,017 | $ | 106,172 |
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