8-K
GAIA, INC (GAIA)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): May 12, 2025 |
|---|
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 Number) | (IRS Employer<br>Identification No.) |
| 833 West South Boulder Road | ||
| Louisville, Colorado | 80027 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (303) 222-3600 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐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<br>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 May 12, 2025, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2025, the Company announced that the Board of Directors of the Company (the “Board”) appointed Kiersten Medvedich, age 52, as Chief Executive Officer on May 10, 2025, effective late in the second quarter of 2025. Ms. Medvedich will be taking over the Chief Executive Officer position from James Colquhoun. Mr. Colquhoun will be assuming the role of Chief Business Development Officer. Ms. Medvedich has served as Gaia’s President since June 2023, and she previously served as Executive Vice President of Content from June 2020 until June 2023 and joined the Office of President in November 2020. She previously served as Senior Vice President of Content, Vice President of Content Production and Senior Director of Content Production since joining Gaia in November 2016. Her experience has been firmly rooted in all facets of management and production and brings a level of national broadcast experience to Gaia by way of her long-standing tenure with Sony Pictures Television.
The Company did not enter into any material new compensatory arrangements, or materially amend any existing compensation arrangements in connection with Ms. Medvedich’s appointment as Chief Executive Officer, and her compensation remains materially consistent with that previously disclosed on the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on April 8, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release issued by Gaia, Inc. on May 12, 2025. |
| 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 thereunto duly authorized.
| GAIA, INC. | |||
|---|---|---|---|
| Date: | May 12, 2025 | By: | /s/ Ned Preston |
| Name: Ned Preston<br>Title: Chief Financial Officer |
EX-99.1
Gaia Reports First Quarter 2025 Results
BOULDER, CO – May 12, 2025 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter and ended March 31, 2025.
Highlights:
- Fifth consecutive quarter of double digit increases in revenue (12% year over-year-growth in Q1)
- Gross profit increased 15% and EPS improved 20% year over year
- Continued positive operating and free cash flow generation
"As planned, we continued to deliver on positive free cash flow and double-digit growth for the quarter," said Jirka Rysavy, Gaia's Chairman. "Additionally, the pricing adjustments implemented last year are continuing to perform in line with expectations, supporting both revenue growth and long-term member value."
James Colquhoun, Gaia's CEO, commented: "We are pleased to see the momentum from 2024 carrying into Q1, with strong revenue growth and improvements in profitability. With continued investment in AI and our global community platform, we're laying the foundation for the next evolution of Gaia--one that is more personalized, connected, and expansive."
Gaia CFO Ned Preston stated: “In the first quarter, we delivered 12% revenue growth, up $2.5 million to $23.8 million, while our improved operational execution and efficiency drove a $0.01 improvement in EPS to $(0.04). We strengthened our financial position by generating positive operating and free cash flow, underscoring our disciplined approach and long-term growth strategy. In February, we also closed an underwritten common stock offering, using the approximate $7.0 million in net proceeds to build out the company's AI capabilities and development of the Gaia Community project.”
First Quarter 2025 Financial Results
Revenue increased 12% to $23.8 million, compared to $21.3 million in Q1 2024, driven by growth in both member count and ARPU. Total members increased 3% year-over-year to 867,000.
Gross profit increased 15% to $20.9 million from $18.2 million in the prior-year quarter, with gross margin expanding to 87.8%, up from 85.4%.
Net loss was $(1.0) million, or $(0.04) per share, versus $(1.0) million or $(0.05) per share, in Q1 2024.
Operating cash flow was $1.3 million, with free cash flow of $0.7 million, reflecting ongoing operational discipline.
Cash balance was at $13.1 million as of March 31, 2025, with a fully available $10 million line of credit.
Conference Call
Date: Monday, May 12, 2025
Time: 4:30 p.m. Eastern time (2:30 p.m. Mountain time)
Toll-free dial-in number: 1-877-269-7751
International dial-in number: 1-201-389-0908
Conference ID: 13752722
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at (949) 574-3860.
The conference call will be broadcast live and available for replay 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 May 26, 2025.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13752722
About Gaia
Gaia is a member-supported global video streaming service and community that produces and curates conscious media through four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—in four languages (English, Spanish, French and German) to its members in 185 countries. Gaia’s library includes over 10,000 titles, over 88% of which is exclusive to Gaia, and approximately 75% of viewership is generated by content produced or owned by Gaia. Gaia is available on Apple TV, iOS, Android, Roku, Chromecast, and sold through Amazon Prime Video and Comcast Xfinity. For more information about Gaia, visit www.gaia.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors” and elsewhere in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2024. 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 Securities and Exchange Commission. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our views only as of the date of this press release. We undertake no obligation to update any forward-looking information.
Non-GAAP Measures
In addition to disclosing financial results calculated in accordance with generally accepted accounting principles in the United States of America (GAAP), the financial information included in this release contains non-GAAP financial measures, including Free Cash Flow. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and reconciliations to GAAP financial statements should be carefully evaluated. Free Cash Flow represents net cash provided by operating activities plus cash paid for interest payments, less cash used in investing activities, plus cash from non-core business activities. We believe Free Cash Flow is also useful as one of the bases for comparing the Gaia’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, Gaia’s calculation of Free Cash Flow might not necessarily be comparable to such other similarly titled captions of other companies. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods.
Company Contact:
Ned Preston
Chief Financial Officer
Gaia, Inc.
Investors@gaia.com
Investor Relations:
Gateway Group, Inc.
Cody Slach
(949) 574-3860
GAIA@gateway-grp.com
GAIA, INC.
Condensed Consolidated Balance Sheets
| December 31, | |||||
|---|---|---|---|---|---|
| (in thousands, except share and per share data) | 2024 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 13,090 | $ | 5,860 | ||
| Accounts receivable | 5,631 | 5,560 | |||
| Other receivables | 1,810 | 1,809 | |||
| Prepaid expenses and other current assets | 3,626 | 2,513 | |||
| Total current assets | 24,157 | 15,742 | |||
| Media library, net | 38,927 | 38,987 | |||
| Operating right-of-use asset, net | 5,241 | 5,454 | |||
| Property and equipment, net | 26,371 | 26,883 | |||
| Technology license, net | 15,348 | 15,550 | |||
| Investments and other assets, net | 6,516 | 6,658 | |||
| Goodwill | 31,943 | 31,943 | |||
| Total assets | 148,503 | $ | 141,217 | ||
| LIABILITIES AND EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 12,315 | $ | 12,435 | ||
| Accrued and other liabilities | 2,899 | 3,491 | |||
| Long-term debt, current portion | 5,760 | 5,801 | |||
| Operating lease liability, current portion | 854 | 839 | |||
| Deferred revenue | 21,384 | 19,268 | |||
| Total current liabilities | 43,212 | 41,834 | |||
| Operating lease liability, net of current portion | 4,649 | 4,869 | |||
| Deferred taxes, net | 517 | 501 | |||
| Total liabilities | 48,378 | 47,204 | |||
| Shareholder's equity: | |||||
| Class A common stock, 0.0001 par value, 150,000,000 shares authorized, 19,672,638 and 18,066,942 shares issued, 19,607,651 and 18,001,955 shares outstanding at March 31, 2025 and December 31, 2024, respectively | 2 | 2 | |||
| Class B common stock, 0.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | 1 | 1 | |||
| Additional paid-in capital | 178,431 | 171,100 | |||
| Accumulated deficit | (91,442 | ) | (90,428 | ) | |
| Total Gaia, Inc. shareholders’ equity | 86,992 | 80,675 | |||
| Noncontrolling interests | 13,133 | 13,338 | |||
| Total equity | 100,125 | 94,013 | |||
| Total liabilities and equity | 148,503 | $ | 141,217 |
All values are in US Dollars.
GAIA, INC.
Condensed Consolidated Statements of Operations (unaudited)
| For the Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2024 | ||||
| Revenues, net | $ | 23,840 | $ | 21,314 | ||
| Cost of revenues | 2,935 | 3,132 | ||||
| Gross profit | 20,905 | 18,182 | ||||
| Operating Expenses: | ||||||
| Selling and operating | 20,022 | 17,407 | ||||
| Corporate, general and administration | 1,897 | 1,629 | ||||
| Total operating expenses | 21,919 | 19,036 | ||||
| Loss from operations | (1,014 | ) | (854 | ) | ||
| Interest and other income (expense), net | (136 | ) | (108 | ) | ||
| Loss before income taxes | (1,150 | ) | (962 | ) | ||
| Income tax (benefit) expense | 48 | — | ||||
| Loss from continuing operations | (1,198 | ) | (962 | ) | ||
| Income from discontinued operations | (21 | ) | (9 | ) | ||
| Net loss | $ | (1,219 | ) | $ | (971 | ) |
| Net (loss) income attributable to noncontrolling interests | $ | (205 | ) | $ | 74 | |
| Net loss attributable to common shareholders | $ | (1,014 | ) | $ | (1,045 | ) |
| Loss per share: | ||||||
| Basic | ||||||
| Continuing operations (attributable to common shareholders) | $ | (0.04 | ) | $ | (0.05 | ) |
| Discontinued operations | $ | - | $ | - | ||
| Basic loss per share | $ | (0.04 | ) | $ | (0.05 | ) |
| Diluted | ||||||
| Continuing operations (attributable to common shareholders) | $ | (0.04 | ) | $ | (0.05 | ) |
| Discontinued operations | $ | - | $ | - | ||
| Diluted loss per share | $ | (0.04 | ) | $ | (0.05 | ) |
Condensed Consolidated Statement of Cash Flows (unaudited)
| For the Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||||
| Net cash provided by (used in): | ||||||
| Net cash (used in) provided by operating activities | $ | 1,298 | $ | 5,936 | ||
| Net cash used in investing activities | (1,030 | ) | (1,073 | ) | ||
| Net cash provided by (used in) financing activities | 6,962 | (30 | ) | |||
| Net change in cash, cash equivalents, and restricted cash | $ | 7,230 | $ | 4,833 |
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (unaudited)
| For the Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||||
| Net cash (used in) provided by operating activities | $ | 1,298 | $ | 5,936 | ||
| Cash paid for interest | 137 | 108 | ||||
| Net cash used in investing activities | (1,030 | ) | (1,073 | ) | ||
| Change in cash from non-core business activities | 291 | (3,996 | ) | |||
| Free cash flow | $ | 696 | $ | 975 |