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): August 3, 2020
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 Condition. |
|---|
On August 3, 2020, Gaia issued a press release announcing results for its quarter ended June 30, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release issued by Gaia on August 3, 2020 |
| 104 | Cover Page Interactive Data File |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GAIA, INC.
By: /s/ Paul Tarell Name: Paul Tarell Title: Chief Financial Officer
Date: August 3, 2020
gaia-ex991_6.htm
| Exhibit 99.1 |
|---|
Gaia Reports Second Quarter 2020 Results
Revenues up 23%, Expects Positive Earnings and Free Cash Flow in Third Quarter
BOULDER, CO, August 3, 2020 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the second quarter ended June 30, 2020.
Second Quarter 2020 Highlights vs. Same Year-Ago Quarter
| ▪ | 23% increase in revenues to $16.2 million. |
|---|---|
| ▪ | Generated $1.9 million in Adjusted EBITDA, an improvement of $3.5 million. |
| --- | --- |
| ▪ | Generated $1.9 million in cash flow from operations, an improvement of $4.4 million. |
| --- | --- |
“The results for the second quarter represent 18 months of disciplined execution to drive operating efficiencies across the business while balancing growth initiatives and spend discipline,” said Paul Tarell, Gaia’s CFO. “We have continued to benefit from higher member growth due to the success of our exclusive content, smart marketing spend and improved retention, which has allowed Gaia to transition to positive earnings and free cash flows starting in July.”
Second Quarter 2020 Financial Results
Revenues in the second quarter increased 23% to $16.2 million from $13.2 million in the year-ago quarter. This was primarily due to growth in paying members and an increase in average revenue per member. Paying members increased to 663,400 as of June 30, 2020 with net member additions for the quarter of 58,300.
Gross profit in the second quarter increased 24% to $14.1 million compared to $11.4 million in the year-ago quarter. Gross margin increased to 87.1% versus 86.4% in the year-ago quarter.
Total operating expenses in the second quarter increased 4% to $16.3 million from $15.7 million in the year-ago quarter, primarily due to $0.7 million in non-recurring share-based expense in the second quarter of 2020 for earn out consideration related to the strong performance of the acquisition Gaia completed in June 2019. Excluding this one-time charge, operating expenses improved to $15.6 million or 96% of revenues from $15.7 million or 119% of revenues in the year ago quarter. Customer acquisition costs as a percentage of revenue were 52% for the second quarter, an improvement from 57% in the year-ago quarter.
Net loss in the second quarter improved significantly to $2.5 million, or $(0.13) per share, compared to a net loss of $4.5 million, or $(0.25) per share, in the year-ago quarter.
Adjusted EBITDA also improved to $1.9 million compared to $(1.6) million in the year-ago quarter.
Gaia generated cash from operations of $3.9 million in the first half of 2020 compared to cash used of $5.2 million in the comparable year-ago period, an improvement of $9.1 million.
Gaia’s cash conversion cycle has continued to improve, with overall cash used during the quarter of $1.6 million compared to a use of $8.9 million in the year ago quarter (excluding incremental proceeds from Gaia’s real estate refinancing).
As of June 30, 2020, Gaia had $8.5 million in cash. Gaia intends to generate positive net income and free cash flow in the third quarter.
Conference Call
The company will hold a conference call today at 4:30 p.m. Eastern time to discuss its second quarter 2020 results.
Date: Monday, August 3, 2020
Time: 4:30 p.m. Eastern time (2:30 p.m. Mountain time)
Toll-free dial-in number: (800) 239-9838
International dial-in number: (323) 794-2551
Conference ID: 3953218
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 August 17, 2020.
Toll-free replay number: (844) 512-2921
International replay number: (412) 317-6671
Replay ID: 3953218
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 90% 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 June 30, | For the Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2020 | 2019 | 2020 | 2019 | ||||||||
| (unaudited) | (unaudited) | |||||||||||
| Revenues, net | $ | 16,153 | $ | 13,164 | $ | 30,664 | $ | 25,631 | ||||
| Cost of revenues | 2,083 | 1,785 | 3,984 | 3,385 | ||||||||
| Gross profit | 14,070 | 11,379 | 26,680 | 22,246 | ||||||||
| Expenses: | ||||||||||||
| Selling and operating | 14,417 | 14,173 | 28,875 | 29,895 | ||||||||
| Corporate, general and administration | 1,873 | 1,493 | 3,290 | 3,086 | ||||||||
| Total operating expenses | 16,290 | 15,666 | 32,165 | 32,981 | ||||||||
| Loss from operations | (2,220 | ) | (4,287 | ) | (5,485 | ) | (10,735 | ) | ||||
| Interest and other income (expense), net | (305 | ) | (196 | ) | (551 | ) | (159 | ) | ||||
| Loss before income taxes | (2,525 | ) | (4,483 | ) | (6,036 | ) | (10,894 | ) | ||||
| Income tax expense | — | 42 | 69 | 42 | ||||||||
| Loss from continuing operations | (2,525 | ) | (4,525 | ) | (6,105 | ) | (10,936 | ) | ||||
| Loss from discontinued operations | — | 57 | — | (258 | ) | |||||||
| Net loss | $ | (2,525 | ) | $ | (4,468 | ) | $ | (6,105 | ) | $ | (11,194 | ) |
| Loss per share-basic and diluted: | ||||||||||||
| Continuing operations | $ | (0.13 | ) | $ | (0.25 | ) | $ | (0.33 | ) | $ | (0.61 | ) |
| Discontinued operations | — | — | - | (0.01 | ) | |||||||
| Basic and diluted net loss per share | $ | (0.13 | ) | $ | (0.25 | ) | $ | (0.33 | ) | $ | (0.62 | ) |
| Weighted-average shares outstanding: | ||||||||||||
| Basic and diluted | 18,837 | 17,944 | 18,660 | 17,917 | ||||||||
| Adjusted EBITDA | $ | 1,896 | $ | (1,574 | ) | $ | 2,065 | $ | (5,523 | ) |
* See definition and reconciliation on following page.
GAIA, INC.
Summary of Cash Flows
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||
| (unaudited) | (unaudited) | |||||||||||
| Net cash provided by (used in): | ||||||||||||
| Operating activities - continuing operations | $ | 1,858 | $ | (2,557 | ) | $ | 3,864 | $ | (5,317 | ) | ||
| Operating activities - discontinued operations | — | 57 | — | 76 | ||||||||
| Operating activities | 1,858 | (2,500 | ) | 3,864 | (5,241 | ) | ||||||
| Investing activities | (3,480 | ) | (6,414 | ) | (7,081 | ) | (11,338 | ) | ||||
| Financing activities | 61 | 4,092 | 181 | 4,092 | ||||||||
| Net change in cash | $ | (1,561 | ) | $ | (4,822 | ) | $ | (3,036 | ) | $ | (12,487 | ) |
Reconciliation of Loss from Continuing Operations to EBITDA and Adjusted EBITDA
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||
| (unaudited) | (unaudited) | |||||||||||
| Net loss | $ | (2,525 | ) | $ | (4,468 | ) | $ | (6,105 | ) | $ | (11,194 | ) |
| Interest expense, net | 305 | 196 | 551 | 159 | ||||||||
| Provision for income taxes | — | 42 | 69 | 42 | ||||||||
| Depreciation and amortization expense | 3,053 | 2,141 | 6,022 | 4,361 | ||||||||
| EBITDA | 833 | (2,089 | ) | 537 | (6,632 | ) | ||||||
| Share-based compensation expense | 1,063 | 515 | 1,528 | 1,109 | ||||||||
| Adjusted EBITDA | $ | 1,896 | $ | (1,574 | ) | $ | 2,065 | $ | (5,523 | ) |
EBITDA represents net loss before interest expense, provision for income taxes, 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
| June 30, | December 31, | |||
|---|---|---|---|---|
| (in thousands, except share and per share data) | 2020 | 2019 | ||
| (unaudited) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash | $ | 8,458 | $ | 11,494 |
| Accounts receivable | 2,617 | 2,310 | ||
| Prepaid expenses and other current assets | 1,767 | 2,443 | ||
| Total current assets | 12,842 | 16,247 | ||
| Building and land, net | 22,351 | 22,681 | ||
| Media library, software and equipment, net | 38,580 | 36,921 | ||
| Goodwill | 17,289 | 17,289 | ||
| Investments and other assets | 13,117 | 13,034 | ||
| Total assets | $ | 104,179 | $ | 106,172 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable, accrued and other liabilities | $ | 8,099 | $ | 10,594 |
| Deferred revenue | 12,320 | 8,025 | ||
| Total current liabilities | 20,419 | 18,619 | ||
| Long-term debt | 16,751 | 18,433 | ||
| Deferred taxes | 276 | 206 | ||
| Total liabilities | 37,446 | 37,258 | ||
| Total equity | 66,733 | 68,914 | ||
| Total liabilities and equity | $ | 104,179 | $ | 106,172 |
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