Gaia, Inc 10-Q for FY2026 Q3
Gaia, Inc (GAIA)
About this 10-Q
Gaia, Inc filed this 10-Q on November 2, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Gaia reported three-month 2026 net revenues of $22.0 million, down 11.8%. At September 30, 2026, $7.0 million was outstanding and $3.0 million available under its revolving credit facility. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $22.03M
- down 11.8% from $24.98M a year earlier
- Net loss
- $3.02M
- compared with a net loss of $1.15M a year earlier
- Diluted EPS
- -$0.12
- compared with -$0.05 a year earlier
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 |
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Outstanding at November 2, 2026 |
Class A Common Stock ($0.0001 par value) |
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Class B Common Stock ($0.0001 par value) |
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GAIA, INC.
FORM 10-Q
INDEX
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Item 1. |
3 |
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Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2026 and December 31, 2025 |
4 |
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5 |
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Condensed Consolidated Statements of Changes in Equity (unaudited) for the three and nine months ended September 30, 2026 and 2025 |
6 |
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7 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
15 |
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Item 3. |
19 |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
20 |
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Item 3. |
20 |
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Item 5. |
20 |
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Item 6. |
21 |
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22 |
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2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Unaudited Condensed Consolidated Financial Statements
We have prepared our unaudited condensed consolidated financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). While certain information and note disclosures normally included in annual audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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 condensed consolidated financial statements contain all adjustments necessary to present fairly, in all material respects, our condensed consolidated balance sheets as of September 30, 2026, the condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025, the condensed consolidated statements of changes in equity for the three and nine months ended September 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025. Operating results for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for a full year or any future period. The consolidated balance sheet as of December 31, 2025 was derived from our annual audited consolidated financial statements included in our Annual Report on Form 10-K. These condensed consolidated financial statements have not been audited. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with our annual audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2025.
3
GAIA, INC.
Condensed Consolidated Balance Sheets (unaudited)
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September 30, |
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December 31, |
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(in thousands, except share and per share data) |
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2026 |
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2025 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Media library, net |
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Operating right-of-use asset, net |
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Property and equipment, net |
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Technology license, net |
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Investments and other intangible assets, net |
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Goodwill |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued and other liabilities |
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Long-term debt, current portion |
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Operating lease liability, current portion |
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Deferred revenue |
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Total current liabilities |
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Revolving line of credit, net of current portion |
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Long-term debt, net of current portion |
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Operating lease liability, net of current portion |
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Deferred taxes, net |
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Total liabilities |
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Equity: |
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Gaia, Inc. shareholders’ equity: |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Treasury stock at cost: |
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( |
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( |
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Accumulated deficit |
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( |
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( |
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Total Gaia, Inc. shareholders' equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
4
GAIA, INC.
Condensed Consolidated Statements of Operations (unaudited)
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
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(in thousands, except per share data) |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues, net |
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$ |
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$ |
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$ |
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$ |
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Cost of revenues |
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Gross profit |
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Operating Expenses: |
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Selling and operating |
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Corporate, general and administration |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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Interest and other income, net |
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( |
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( |
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Loss before income taxes |
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( |
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( |
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( |
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Income tax expense |
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Loss from continuing operations |
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( |
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( |
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( |
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Loss from discontinued operations |
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( |
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Net loss |
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( |
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( |
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Net loss attributable to noncontrolling interests |
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( |
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( |
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( |
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( |
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Net loss attributable to common shareholders |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Loss per share: |
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Basic |
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Continuing operations (attributable to common shareholders) |
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$ |
( |
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$ |
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$ |
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$ |
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Discontinued operations |
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Basic loss per share |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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Continuing operations (attributable to common shareholders) |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Discontinued operations |
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Diluted loss per share |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Weighted-average shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes to the condensed consolidated financial statements.
5
GAIA, INC.
Condensed Consolidated Statements of Changes in Equity (unaudited)
(in thousands, except shares) |
Common |
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Accumulated |
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Common |
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Treasury Stock Amount |
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Additional |
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Non-controlling interests |
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Total |
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Balance at December 31, 2025 |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Issuance of Gaia, Inc. common stock for employee stock purchase plan |
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— |
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— |
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— |
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— |
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Issuance of Gaia, Inc. common stock for RSU releases |
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— |
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— |
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— |
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— |
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— |
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— |
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Share repurchase related to Section 16 Officer tax coverage exchange |
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( |
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— |
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— |
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— |
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( |
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— |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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( |
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— |
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— |
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— |
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( |
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( |
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Balance at March 31, 2026 |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Issuance of Gaia, Inc. common stock for employee stock purchase plan |
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— |
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— |
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— |
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— |
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Issuance of Gaia, Inc. common stock for RSU releases |
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— |
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— |
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— |
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— |
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— |
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— |
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Share repurchase related to Section 16 Officer tax coverage exchange |
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( |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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( |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at June 30, 2026 |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Issuance of Gaia, Inc. common stock in public offering prior year costs |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Igniton Activity |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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Net loss |
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— |
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( |
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— |
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— |
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— |
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( |
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( |
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Balance at September 30, 2026 |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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(in thousands, except shares) |
Common |
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Accumulated |
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Common |
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Treasury Stock Amount |
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Additional |
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Non-controlling interests |
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Total |
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Balance at December 31, 2024 |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Issuance of Gaia, Inc. common stock in public offering |
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— |
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— |
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— |
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— |
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Issuance of Gaia, Inc. common stock for employee stock purchase plan |
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— |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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( |
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— |
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— |
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— |
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( |
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( |
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Balance at March 31, 2025 |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Issuance of Gaia, Inc. common stock for RSU releases |
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— |
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— |
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— |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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( |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at June 30, 2025 |
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$ |
( |
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$ |
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$ |
( |
) |
$ |
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$ |
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$ |
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Issuance of Gaia, Inc. common stock for employee stock purchase plan |
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— |
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— |
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— |
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$ |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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$ |
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Igniton Activity |
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— |
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— |
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— |
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— |
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$ |
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Net loss |
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— |
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( |
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— |
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— |
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— |
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( |
) |
$ |
( |
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Balance at September 30, 2025 |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
6
GAIA, INC.
Condensed Consolidated Statements of Cash Flows (unaudited)
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For the Nine Months Ended September 30, |
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(in thousands) |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
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Media library amortization |
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Depreciation and amortization |
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Non-cash operating lease expense |
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Share-based compensation expense |
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Equity method investment income |
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( |
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Additions to media library |
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( |
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( |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Other receivables |
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Prepaid expenses and other current assets |
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( |
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( |
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Accounts payable |
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( |
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Accrued and other liabilities |
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( |
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( |
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Deferred revenue |
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( |
) |
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( |
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Net cash (used in) provided by operating activities |
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( |
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Cash flows from investing activities: |
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Issuance of short-term note |
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( |
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|
Repayment of short-term note |
|
|
|
|
|
|
||
Additions to property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchase of investment |
|
|
|
|
|
( |
) |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayment of short-term debt |
|
|
( |
) |
|
|
( |
) |
Proceeds from long-term borrowings |
|
|
|
|
|
|
||
Repayment of long-term borrowings |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of subsidiary common stock, net of transaction costs |
|
|
|
|
|
|
||
(Costs) proceeds from the issuance of common stock |
|
|
( |
) |
|
|
|
|
Share repurchase related to Section 16 Officer tax coverage exchange |
|
|
( |
) |
|
|
|
|
Other financing activities |
|
|
|
|
|
|
||
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net change in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental schedule of non-cash investing and financing activities |
|
|
|
|
|
|
||
Additions to property and equipment in Accounts payable |
|
$ |
|
|
$ |
|
||
See accompanying notes to the condensed consolidated financial statements.
7
Notes to Condensed Consolidated Financial Statements
References in this report to “we”, “us”, “our”, the “Company” 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 strives to connect a unique and underserved member base. Our digital content library includes over
Our mission is to create a transformational network that empowers a global conscious community. Content on our network is currently organized into
We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with GAAP, and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. 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.
Use of Estimates and Reclassifications
The preparation of the condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated 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.
Reclassifications of Previously Issued Financial Statements
We have made certain reclassifications to prior period amounts to conform to the current period presentations. These reclassifications had no impact on previously reported total net income (loss), total cash flows, or total stockholders’ equity. As disclosed below, the Company’s Board voted to discontinue its stand-alone business unit selling transactional courses and, as such, we reclassified the results of operations for this business unit in our condensed consolidated financial statements for the three and nine months ended September 30, 2025.
Discontinued Operations
On March 7, 2025, the Company’s Board voted to discontinue its stand-alone business unit selling transactional courses, which represented approximately $
Recently Issued Accounting Pronouncements Not Yet Adopted
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, 2025. The following recently issued accounting pronouncements are being evaluated but have not yet been adopted.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (ASC Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
8
In September 2025, the FASB issued ASU 2025-06, titled Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU updates the guidance for internal-use software costs to reflect modern software development practices and address stakeholder concerns about the relevance and operability of existing guidance. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (ASC Topic 270): Narrow-Scope Improvements, which clarifies the guidance in ASC Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
2. Revenue Recognition
Revenues consist primarily of subscription fees paid by our members. We present revenues net of the taxes that are collected from members and remitted to governmental authorities. Members are billed in advance and revenues are recognized ratably over the subscription term. Deferred revenues consist of subscription fees collected from members that have not been earned and are recognized ratably over the remaining term of the subscription. We recognize revenue on a net basis for relationships where our third-party platform partners (“Partners”) have the primary relationship, including billing and service delivery, with the member. We recognize revenue on a gross basis for members whose primary relationship is with Gaia. Payments made to Partners to assist in promoting our service on their platforms are expensed to 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 three months ended September 30, 2026 and 2025, we recognized approximately $
Class A Common Stock Offering
In February 2025, we entered into an underwriting agreement with Roth Capital Partners, LLC and Lake Street Capital Markets, LLC (the “Underwriters”) relating to the offer and sale of
4. Debt
Long-term debt
On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“Boulder Road”) sold a
On December 28, 2020, Boulder Road and Westside (collectively, the “Borrower”) entered into a loan agreement with First Interstate Bank (formerly Great Western Bank), as lender, providing for a mortgage loan in the principal amount of $
On December 19, 2025, the Borrower entered into a business loan agreement with KeyBank National Association (“KeyBank”), as lender, providing for a mortgage loan in the principal amount of $
9
remainder of which is owned by Boulder Road. The loan proceeds from the 2025 Mortgage Loan were used to refinance the 2020 Mortgage Loan. Westside and Boulder Road each received
Maturities on long-term debt, net are as follows:
(in thousands) |
|
|
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
|
|
$ |
|
|
Credit and Security Agreement
On July 25, 2025 (the “Closing Date”), the Company entered into a Second Amendment to the Credit and Security Agreement (the “Amendment”) among the Company, the subsidiary guarantors party thereto, and KeyBank National Association (the “Lender”), which amends that certain Credit and Security Agreement, dated as of August 25, 2022 (as amended prior to the Closing Date, the “Prior Credit Agreement”), among the Company, the subsidiary guarantors from time to time party thereto, and the Lender.
The Amendment amended the Prior Credit Agreement to, among other things, (i) refinance and extend the prior revolving credit facility with a revolving credit facility in an aggregate principal amount of up to $
Loans made, or letters of credit issued, under the Amendment mature on
The Amendment contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Company’s ability to incur liens or debt, make investments, pay dividends, enter into transactions with its affiliates and engage in certain fundamental changes.
5. Leases
In connection with the sale of a portion of our corporate campus as further discussed in Note 4,
Because the rate implicit in the lease is not readily determinable, we use 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:
10
|
|
As of September 30, |
|
|
As of December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Operating right-of-use asset, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Operating lease liability, current portion |
|
$ |
|
|
$ |
|
||
Operating lease liability, net of current portion |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
For the Nine Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
(in thousands) |
|
2026 |
|
2025 |
|
|
Cash paid for operating lease liabilities |
|
|
$ |
|
||
Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $
(in thousands) |
|
|
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Future lease payments, gross |
|
|
|
|
Less: Imputed interest |
|
|
( |
) |
Operating lease liability |
|
$ |
|
|
6. Loss Per Share
Basic loss per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted loss 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 September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
|
|
|
|
|
||||||||||
Loss per share, basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to common shareholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Shares used in computation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per share, basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common shareholders:
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
|
|
|
|
|
||||||||||
Employee stock options, restricted stock units, and performance-based restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
11
7. 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 September 30, 2026. As of September 30, 2026, our net operating loss carryforwards on a gross basis were $
8. Commitments and 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 September 30, 2026, and that can be reasonably estimated, are either reserved against or would not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
The Company is subject to non‑income tax examinations in certain foreign jurisdictions where it provides services to consumers residing in those jurisdictions. A number of these examinations are ongoing and, in certain cases, have resulted in assessments from foreign tax authorities. The Company recognizes an accrual for non‑income tax liabilities in foreign jurisdictions when it is probable that a liability has been incurred and the exposure can be reasonably estimated. For other foreign jurisdictions where non‑income taxes may be due, the Company has determined that it is reasonably possible that additional non‑income tax exposures exist. However, because certain examinations are in the early stages and based on the Company’s prior experience with foreign tax authorities, the Company is currently unable to reasonably estimate the possible loss or range of loss that may result from these matters.
9. Segment and Geographic Information
The Company operates as
The following table presents selected financial information with respect to the Company’s single operating segment for the three and nine months ended September 30, 2026 and 2025:
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and operating |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate, general and administration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest and other income, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Loss from discontinued operations |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to common shareholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
12
Geographic Information
We have members in the United States and over 185 foreign countries. The major geographic territories are the U.S., Canada and Australia, which are determined based on the member's billing location.
The following represents geographical data for our operations:
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
International |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
10. Goodwill and Investment and Other Assets, Net
Goodwill
Goodwill was $
On September 30, 2025, Gaia completed an acquisition of UTV L.L.C. (“UTV”), in accordance with ASC Topic 805 Business Combinations for a purchase price of $
The following table presents unaudited pro forma revenue and earnings for the three and nine months ended September 30, 2025 and are based on the individual historical results of UTV and Gaia, with adjustments to give effect as if the acquisition had occurred on January 1, 2024 after giving effect to certain adjustments, including the amortization of intangible assets and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market values at the date of purchase:
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||
(in thousands) |
|
2025 |
|
|
2025 |
|
||
Revenues, net |
|
$ |
|
|
$ |
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated as of January 1, 2024. Furthermore, such pro forma information is not necessarily indicative of future operating results of the combined companies and should not be construed as representative of the operating results of the combined companies for any future dates or periods.
Investments and Other Assets, Net
Investments and other assets, net represents Gaia’s investments in entities for which we do not exercise significant influence or have significant ownership stake, as well as any assets that are held for sale not in the ordinary course of business.
Other intangible assets, net include customer-related intangible assets amortized on a straight-line basis over
Investments and other assets, net consist of the following as of September 30, 2026 and December 31, 2025:
|
|
As of September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Investments |
|
$ |
|
|
$ |
|
||
Other intangible assets, net |
|
|
|
|
|
|
||
Investments and other intangible assets, net |
|
$ |
|
|
$ |
|
||
13
The following table represents our other intangible assets, net by major asset class as of the dates indicated, which are included in Investments and other intangible assets, net on the accompanying condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025:
(in thousands) |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Amortizable Intangible Assets |
|
|
|
|
|
|
||
Customer relationships |
|
$ |
|
|
$ |
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Customer relationships, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Tradenames |
|
$ |
|
|
$ |
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Tradenames, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Unamortized Intangible Assets |
|
|
|
|
|
|
||
Domain names |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Other intangible assets, net |
|
$ |
|
|
$ |
|
||
The customer-related intangible assets are amortized on a
On September 30, 2025, Gaia entered into a cost method investment in Orion Architect LLC (“Orion”) for $
11. Technology License
In April 2024, the Company's subsidiary, Igniton, Inc., a Colorado corporation (“Igniton”), purchased a royalty-free perpetual license for $
Technology license, net consists of the following as of September 30, 2026:
(in thousands) |
|
September 30, 2026 |
|
|
|
|
|
|
|
Technology license |
|
$ |
|
|
Accumulated amortization |
|
|
( |
) |
Technology license, net |
|
$ |
|
|
The license is amortized on a
12. Subsequent Events
Management has evaluated subsequent events through November 2, 2026, the date on which these condensed consolidated financial statements were issued, and determined that there were no subsequent events requiring recognition or disclosure.
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This report 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,” “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, 2025.
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 device platforms for streaming; 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; and other risks and uncertainties included in our filings with the SEC. 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 unaudited condensed consolidated financial statements and related notes included elsewhere in this report. This section is designed to provide information that will assist readers in understanding our unaudited 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
We operate a global digital video subscription service with a library of over 10,000 titles, with live communications and live events with a growing selection of titles available in Spanish, German and French that caters to a unique, underserved member base. Our digital content is available to our members on most internet-connected devices anytime, anywhere, commercial-free. Through our online Gaia subscription service our members have unlimited access to a library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, live events, and more – 90% of which is exclusively available to our members for digital streaming on most internet-connected devices.
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 entertainment-based streaming video services. Our original content is developed and produced in-house in our lifestyle campus near Boulder, Colorado. By offering exclusive and unique content through our streaming service, we believe we will be able to significantly expand our target member base.
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 to content provided by mainstream media. We have grown these content options both organically through our own productions and through strategic acquisitions or licensing. In addition, through our 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 improve our subscription business 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.
We are a Colorado corporation. Our principal and executive office is located at 833 West South Boulder Road, Louisville, Colorado 80027-2452. Our telephone number at that address is (303) 222-3600.
15
Results of Operations
The table below summarizes certain detail of our financial results for the periods indicated:
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues, net |
|
$ |
22,031 |
|
|
$ |
24,984 |
|
|
$ |
69,674 |
|
|
$ |
73,456 |
|
Cost of revenues |
|
$ |
3,263 |
|
|
|
3,410 |
|
|
$ |
10,091 |
|
|
|
9,629 |
|
Gross profit |
|
|
18,768 |
|
|
|
21,574 |
|
|
|
59,583 |
|
|
|
63,827 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and operating |
|
$ |
19,636 |
|
|
|
20,578 |
|
|
$ |
61,236 |
|
|
|
61,233 |
|
Corporate, general and administration |
|
$ |
2,082 |
|
|
|
2,237 |
|
|
$ |
5,941 |
|
|
|
7,043 |
|
Total operating expenses |
|
|
21,718 |
|
|
|
22,815 |
|
|
|
67,177 |
|
|
|
68,276 |
|
Loss from operations |
|
|
(2,950 |
) |
|
|
(1,241 |
) |
|
|
(7,594 |
) |
|
|
(4,449 |
) |
Interest and other expense, net |
|
$ |
(131 |
) |
|
|
22 |
|
|
$ |
(145 |
) |
|
|
9 |
|
Loss before income taxes |
|
|
(3,081 |
) |
|
|
(1,219 |
) |
|
|
(7,739 |
) |
|
|
(4,440 |
) |
Income tax expense |
|
$ |
33 |
|
|
|
12 |
|
|
$ |
60 |
|
|
|
61 |
|
Loss from continuing operations |
|
|
(3,114 |
) |
|
|
(1,231 |
) |
|
|
(7,799 |
) |
|
|
(4,501 |
) |
Loss from discontinued operations |
|
$ |
— |
|
|
|
(63 |
) |
|
$ |
— |
|
|
|
(59 |
) |
Net loss |
|
|
(3,114 |
) |
|
|
(1,294 |
) |
|
|
(7,799 |
) |
|
|
(4,560 |
) |
Net (loss) income attributable to noncontrolling interests |
|
$ |
(96 |
) |
|
|
(141 |
) |
|
$ |
(497 |
) |
|
|
(592 |
) |
Net loss attributable to common shareholders |
|
$ |
(3,018 |
) |
|
$ |
(1,153 |
) |
|
$ |
(7,302 |
) |
|
$ |
(3,968 |
) |
The following table sets forth certain financial data as a percentage of revenues, net for the periods indicated:
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues, net |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of revenues |
|
|
14.8 |
% |
|
|
13.6 |
% |
|
|
14.5 |
% |
|
|
13.1 |
% |
Gross profit margin |
|
|
85.2 |
% |
|
|
86.7 |
% |
|
|
85.5 |
% |
|
|
86.9 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and operating |
|
|
89.1 |
% |
|
|
82.4 |
% |
|
|
87.9 |
% |
|
|
83.4 |
% |
Corporate, general and administration |
|
|
9.5 |
% |
|
|
9.0 |
% |
|
|
8.5 |
% |
|
|
9.6 |
% |
Total operating expenses |
|
|
98.6 |
% |
|
|
91.3 |
% |
|
|
96.4 |
% |
|
|
92.9 |
% |
Loss from operations |
|
|
(13.4 |
)% |
|
|
(5.0 |
)% |
|
|
(10.9 |
)% |
|
|
(6.1 |
)% |
Other income, net |
|
|
(0.6 |
)% |
|
|
0.1 |
% |
|
|
(0.2 |
)% |
|
|
(0.0 |
)% |
Loss before income taxes |
|
|
(14.0 |
)% |
|
|
(4.9 |
)% |
|
|
(11.1 |
)% |
|
|
(6.0 |
)% |
Income tax expense |
|
|
0.1 |
% |
|
|
0.0 |
% |
|
|
0.1 |
% |
|
|
0.1 |
% |
Loss from continuing operations |
|
|
(14.1 |
)% |
|
|
(4.9 |
)% |
|
|
(11.2 |
)% |
|
|
(6.1 |
)% |
Loss from discontinued operations |
|
|
0.0 |
% |
|
|
(0.3 |
)% |
|
|
0.0 |
% |
|
|
(0.1 |
)% |
Net loss |
|
|
(14.1 |
)% |
|
|
(5.2 |
)% |
|
|
(11.2 |
)% |
|
|
(6.2 |
)% |
Net loss attributable to noncontrolling interests |
|
|
(0.4 |
)% |
|
|
(0.6 |
)% |
|
|
(0.7 |
)% |
|
|
(0.8 |
)% |
Net loss attributable to common shareholders |
|
|
(13.7 |
)% |
|
|
(4.6 |
)% |
|
|
(10.5 |
)% |
|
|
(5.4 |
)% |
Three months ended September 30, 2026 compared to the three months ended September 30, 2025
Revenues, net. Revenues decreased $3.0 million, or 11.8%, to $22.0 million during the three months ended September 30, 2026, compared to $25.0 million during the three months ended September 30, 2025. The decrease primarily reflected the decision to reduce acquisition of lower ARPU members and prioritize direct subscribers which have historically demonstrated longer retention and lower churn.
Cost of revenues. Cost of revenues decreased $0.1 million or 4.3%, to $3.3 million during the three months ended September 30, 2026, compared to $3.4 million during the three months ended September 30, 2025. Gross profit margin declined during the three months
16
ended September 30, 2026 to 85.2% from 86.7% for the three months ended September 30, 2025. The decrease was primarily attributable to lower revenue while content-related amortization remained relatively consistent.
Selling and operating expenses. Selling and operating expenses decreased to $19.6 million during the three months ended September 30, 2026, compared to $20.6 million for the three months ended September 30, 2025, primarily due to a decision to reduce acquisition of lower ARPU members and prioritize direct subscribers who have historically demonstrated longer retention and lower churn. As a percentage of net revenues, selling and operating expenses increased to 89.1% for the three months ended September 30, 2026 compared to 82.4% for the three months ended September 30, 2025.
Corporate, general and administration expenses. Corporate, general and administration expenses decreased $0.1 million to $2.1 million for the three months ended September 30, 2026 from $2.2 million for the three months ended September 30, 2025. As a percentage of net revenues, these expenses increased to 9.5% for the three months ended September 30, 2026 from 9.0% for the three months ended September 30, 2025, reflecting lower revenues. The decrease in absolute dollars was primarily due to lower compensation expense during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Nine months ended September 30, 2026 compared to the nine months ended September 30, 2025
Revenues, net. Revenues decreased $3.8 million, or 5.1%, to $69.7 million during the nine months ended September 30, 2026, compared to $73.5 million during the nine months ended September 30, 2025. The decrease primarily reflected the decision to reduce acquisition of lower ARPU members and prioritize direct subscribers which have historically demonstrated longer retention and lower churn.
Cost of revenues. Cost of revenues increased $0.5 million or 4.8% to $10.1 million during the nine months ended September 30, 2026, compared to $9.6 million during the nine months ended September 30, 2025. Gross profit margin declined during the nine months ended September 30, 2026 to 85.5% from 86.9% for the nine months ended September 30, 2025. The decrease was primarily attributable to lower revenue while content-related amortization remained relatively consistent. The nine months ended September 30, 2025 benefited from a one-time adjustment in royalty expense.
Selling and operating expenses. Selling and operating expenses remained flat at $61.2 million during the nine months ended September 30, 2026, and for the nine months ended September 30, 2025. As a percentage of net revenues, selling and operating expenses increased to 87.9% for the nine months ended September 30, 2026 compared to 83.4% for the nine months ended September 30, 2025, which primarily related to a decision to reduce acquisition of lower ARPU members and prioritize direct subscribers who have historically demonstrated longer retention and lower churn..
Corporate, general and administration expenses. Corporate, general and administration expenses decreased $1.1 million to $5.9 million for the nine months ended September 30, 2026 from $7.0 million for the nine months ended September 30, 2025. As a percentage of net revenues, these expenses decreased to 8.1% for the nine months ended September 30, 2026 from 9.6% for the nine months ended September 30, 2025. The decrease was primarily due to lower compensation expense during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
Seasonality
Our revenues and results of operations have fluctuated in the past, and will likely continue to fluctuate, on a quarterly basis. Such fluctuation is the result of a seasonal pattern that reflects variations when consumers are typically spending more time indoors and, as a result, tend to increase their viewing, similar to those of general video streaming services. This drives quarterly variations in our spending on member acquisition efforts and affects the net subscriber change each quarter but does not result in a corresponding seasonality in net revenue. 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 as needed.
On December 19, 2025, Boulder Road and Westside (collectively, the “Borrower”) entered into a business loan agreement with KeyBank National Association (“KeyBank”), as lender, providing for a mortgage loan in the principal amount of $11.4 million (the “2025 Mortgage Loan”). The promissory note evidencing the 2025 Mortgage Loan bears interest at a fixed rate of 5.090% per annum, matures on December 19, 2030, 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. The loan proceeds from the 2025 Mortgage Loan were used to refinance the 2020 Mortgage Loan. Westside and Boulder Road each received 50% of the proceeds and are each
17
responsible for 50% of the monthly installments. The 2025 Mortgage Loan contains customary affirmative and negative covenants (each with customary exceptions) for loans of this type, including limitations on the Borrower’s ability to incur liens or debt, make investments, or engage in certain fundamental changes, and is fully guaranteed by Gaia. Additionally, the 2025 Mortgage Loan requires Boulder Road, LLC maintain a Net Operating Income to Debt Service Coverage Ratio of not less than 1.25 to 1.00. The 2025 Mortgage Loan has a remaining balance of $11.0 million as of September 30, 2026.
On December 28, 2020, the Borrower entered into a loan agreement with First Interstate Bank (formerly Great Western Bank), as lender, providing for a mortgage loan in the principal amount of $13.0 million (the “2020 Mortgage Loan”). The promissory note evidencing the 2020 Mortgage Loan bore interest at a fixed rate of 3.75% per annum, and was scheduled to mature on December 28, 2025 before being refinanced by the Borrower with the proceeds from the 2025 Mortgage Loan as discussed above.
On July 25, 2025 (the “Closing Date”), the Company, entered into a Second Amendment to the Credit and Security Agreement (the “Amendment”) among the Company, the subsidiary guarantors party thereto, and KeyBank National Association (the “Lender”), which amends that certain Credit and Security Agreement, dated as of August 25, 2022 (as amended prior to the Closing Date, the “Prior Credit Agreement”), among the Company, the subsidiary guarantors from time to time party thereto, and the Lender.
The Amendment amended the Prior Credit Agreement to, among other things, (i) refinance and extend the prior revolving credit facility with a revolving credit facility in an aggregate principal amount of up to $10 million that matures on August 25, 2028, the loan proceeds of which may be used for working capital, general corporate purposes, and permitted acquisitions, (ii) modify the interest rate applicable to revolving loan advances to 1.75% per annum for advances that are SOFR loans and 0.75% per annum for advances that are base rate loans and eliminate the 0.10% per annum SOFR index adjustment, and (iii) provide for a maximum leverage ratio of 2.00 to 1.00 for each computation period. Borrowings under the Amendment are available for working capital and general corporate purposes and permitted acquisitions. As of September 30, 2026,there was $7.0 million outstanding and $3.0 million of available borrowing capacity under the revolving credit facility.
On September 30, 2025, Gaia entered into a cost method investment in Orion Architect LLC (“Orion”) for $2 million in accordance with ASC Topic 321. The Company has less than 10% ownership and does not have significant influence over the investee as there is no representation on the investee's board of directors, no participation in policy-making decisions, and no material intercompany transactions. The investment is accounted for under the measurement alternative in ASC Topic 321 because the equity security does not have a readily determinable fair value. Under the measurement alternative, the investment is measured at cost, less impairment, if any, plus or minus changes resulting from observable transactions for identical or similar investments of the same issuer.
We intend to invest approximately 15% of our revenues each year to support continued investment in our content library and technology platform. This spending is entirely discretionary in nature with no contractual commitments and due to our in-house production capabilities, we can scale back our content investment based on the cash flows generated from operations if necessary to ensure we have sufficient liquidity to operate our business into the future.
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, availability under our revolving credit facility and our ability to reduce discretionary spending will be sufficient to meet our anticipated cash requirements for at least the next twelve months and thereafter for the foreseeable future. However, our projected cash needs may change as a result of acquisitions, product development, unforeseen operational difficulties or other factors.
Class A Common Stock Offering
In February 2025, we entered into an underwriting agreement with Roth Capital Partners, LLC and Lake Street Capital Markets, LLC (the “Underwriters”) relating to the offer and sale of 1,600,000 shares of our Class A common stock ($0.0001 par value) (the “Shares”). We sold the Shares to the Underwriters at the public offering price of $5.00 per share, less underwriting discounts and commissions, resulting in net proceeds of $7.0 million. The offering was made pursuant to a registration statement on Form S-3. We provided a 45-day option to the Underwriters to purchase up to an additional 240,000 Shares at $5.00 per share, less underwriting discounts and commissions (the “Over-Allotment Option”). On March 7, 2025, the Underwriters elected to waive the right to exercise the Over-Allotment Option.
18
Cash Flows
The following table summarizes our sources (uses) of cash during the periods presented:
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net cash provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating activities |
|
$ |
(4,062 |
) |
|
$ |
326 |
|
|
$ |
(7,948 |
) |
|
$ |
3,908 |
|
Investing activities |
|
$ |
(2,489 |
) |
|
$ |
(3,927 |
) |
|
$ |
(6,625 |
) |
|
$ |
(6,361 |
) |
Financing activities |
|
$ |
8,383 |
|
|
$ |
3,839 |
|
|
$ |
8,137 |
|
|
$ |
10,755 |
|
Net (decrease) increase in cash |
|
$ |
1,832 |
|
|
$ |
238 |
|
|
$ |
(6,436 |
) |
|
$ |
8,302 |
|
The three months ended September 30, 2026 compared to three months ended September 30, 2025
Operating activities. Net cash flows from operating activities decreased approximately $4.4 million during the three months ended September 30, 2026 compared to the same period in 2025. The decrease was driven by the timing of working capital, changes in earnings and deferred revenue.
Investing activities. Cash flows used in investing activities decreased approximately $1.4 million during the three months ended September 30, 2026 compared to the same period in 2025. The decrease was primarily due to an investment purchase in prior year quarter of $2 million with no similar investments occurring during the three months ended September 30, 2026.
Financing activities. Net cash flows from financing activities increased $4.5 million during the three months ended September 30, 2026 compared to the same period in 2025, primarily due to borrowings under our revolving credit facility during the three months ended September 30, 2026.
The nine months ended September 30, 2026 compared to the nine months ended September 30, 2025
Operating activities. Net cash flows from operating activities decreased approximately $11.9 million during the nine months ended September 30, 2026 compared to the same period in 2025. The decrease was driven by the timing of working capital, changes in earnings and deferred revenue.
Investing activities. Cash flows used in investing activities decreased approximately $0.2 million during the nine months ended September 30, 2026 compared to the same period in 2025.
Financing activities. Net cash flows from financing activities decreased $4.1 million during the nine months ended September 30, 2026 compared with the same period in 2025 primarily due to proceeds from the issuance of Class A common stock during the nine months ended September 30, 2025, with no comparable proceeds in 2026, partially offset by $6.8 million of net borrowings under our revolving credit facility during the nine months ended September 30, 2026.
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, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon its evaluation as of September 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q were effective at a reasonable assurance level. Management, including our Chief Executive Officer and Chief Financial Officer, believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
19
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 that we filed with the SEC on March 5, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 5. Other Information.
During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Gaia
20
Item 6. Exhibits
Exhibit No. |
|
Description |
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1** |
|
|
|
|
|
32.2** |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 |
|
The cover page for the Company's Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 |
* Filed herewith
** Furnished herewith
21
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) |
|
|
|
November 2, 2026 |
By: |
/s/ Kiersten Medvedich |
Date |
|
Kiersten Medvedich |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
|
|
November 2, 2026 |
By: |
/s/ Ned Preston |
Date |
|
Ned Preston |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
22
Exhibit 31.1
CERTIFICATION
I, Kiersten Medvedich, certify that:
Date: November 2, 2026
/s/ Kiersten Medvedich |
Kiersten Medvedich |
Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Ned Preston, certify that:
Date: November 2, 2026
/s/ Ned Preston |
Ned Preston |
Chief Financial Officer |
(Principal Financial and Accounting Officer) |
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 ended September 30, 2026, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Kiersten Medvedich, 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:
Date: November 2, 2026
/s/ Kiersten Medvedich |
Kiersten Medvedich |
Chief Executive Officer |
(Principal Executive 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.
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 ended September 30, 2026, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Ned Preston, 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:
Date: November 2, 2026
/s/ Ned Preston |
Ned Preston |
Chief Financial Officer |
(Principal Financial and Accounting 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.