gaia-8k_20220428.htm

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): April 28, 2022

GAIA, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	000-27517	84-1113527
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

833 West South Boulder Road, Louisville, CO 80027-2452
(Address of Principal Executive Offices; Zip Code)

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

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

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

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

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

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	GAIA	NASDAQ Global Market

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

Emerging growth company ☐

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

Item 2.02

Results of Operations and Financial Condition.

On May 2, 2022, Gaia issued a press release announcing results for its quarter ended March 31, 2022. 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 5.07

Submission of Matters to a Vote of Security Holders.

On April 28, 2022, Gaia held its 2022 annual meeting of shareholders. At that meeting, the shareholders elected seven directors for one-year terms. For more information on the meeting, see Gaia’s definitive proxy statement for the 2022 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 14, 2022.

Proposal 1

All nominees for director were elected by the following votes, each to serve until the next annual meeting of shareholders to be held in 2022 or until successors are duly elected and qualified:

					Broker
	For		Withheld		Non-Votes
Jirka Rysavy		58,072,787		3,009,623	—
Kristin Frank		58,081,636		3,000,774	—
James Colquhoun		58,065,392		3,017,018	—
David Maisel		58,085,376		2,997,034	—
Keyur Patel		58,085,469		2,996,941	—
Paul Sutherland		58,090,607		2,991,803	—
Anaal Udaybabu		58,085,220		2,997,190	—

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description of Exhibit

99.1		Press Release issued by Gaia on May 2, 2022
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: May 2, 2022

EX 99.1

Gaia Reports First Quarter 2022 Results

Revenues up 15% with 19% EBITDA Margin

BOULDER, CO, May 2, 2022 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2022.

Highlights

▪

15% revenue growth compared to the first quarter of 2021, ending the quarter with 823,000 members

▪

Seventh consecutive quarter of positive earnings and double-digit revenue growth

“We are off to a good start in 2022 with 15% revenue growth while generating positive earnings in the first quarter,” said Paul Tarell, Gaia’s CFO. “We held a sold-out event in the GaiaSphere in March which showcased several speakers and provided an opportunity to promote our $299 per year Events+ premium subscription. We also made meaningful progress on the integration of Yoga International and began implementing plans to reduce operating expenses to better align to revenues going forward.”

First Quarter 2022 Financial Results

Revenues increased 15% to $21.8 million from $18.9 million in the year-ago quarter. Member count increased to 823,000 as of March 31, 2022, with average monthly revenue per member up from the year ago quarter.

Gross profit in the first quarter increased to $18.9 million compared to $16.5 million in the year-ago quarter. Gross margin decreased slightly to 86.7% from 87.1% in the year ago quarter primarily as a result of increased content amortization.

Total operating expenses were $18.6 million or 85% of revenues compared to $16.0 million or 85% of revenues in the year-ago quarter. EBITDA improved to $4.1 million compared to $3.5 million in the year ago quarter.

Net income from continuing operations was $0.2 million or $0.01 per share compared to $0.4 million or $0.02 per share in the year ago quarter. The decline reflects the incremental intangible asset amortization and operating expenses from the Yoga International acquisition completed at the end of December 2021.

Cash flows from operations was $4.0 million for the first quarter. Gaia’s cash balance as of March 31, 2022, was $8.4 million reflecting the use of $1.4 million to reduce payables and accrued liabilities and the use of $0.8 million to pay the remaining deferred purchase consideration for the Yoga International acquisition.

Conference Call

Date: Monday, May 2, 2022

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

Toll-free dial-in number: 1-888-204-4368

International dial-in number: 1-323-994-2093

Conference ID: 6820476

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 16, 2022.

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

International replay number: 1-412-317-6671

Replay ID: 6820476

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, 80% 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.

Company Contact:

Paul Tarell

Chief Financial Officer

Gaia, Inc.

[email protected]

Investor Relations:

Gateway Group

Cody Slach

(949) 574-3860

[email protected]

GAIA, INC.

Condensed Consolidated Statements of Operations

	For the Year Ended March 31,
(in thousands, except per share data)	2022			2021

Revenues, net	$	21,831		$	18,896
Cost of revenues		2,905			2,438
Gross profit		18,926			16,458
Gross profit margin		86.7	%		87.1	%
Expenses:
Selling and operating		16,785			14,538
Corporate, general and administration		1,785			1,496
Acquisition costs		49			—
Total operating expenses		18,619			16,034
Income from operations		307			424
Interest and other expense, net		(60	)		(66	)
Income before income taxes		247			358
Provision for (benefit from) income taxes		—			—
Income from continuing operations		247			358
Loss from discontinued operations		(161	)		—
Net income	$	86		$	358

Earnings per share:
Basic
Continuing operations	$	0.01		$	0.02
Discontinued operations		(0.01	)		—
Basic earnings per share	$	—		$	0.02
Diluted
Continuing operations	$	0.01		$	0.02
Discontinued operations		(0.01	)		—
Diluted earnings per share	$	—		$	0.02
Weighted-average shares outstanding:
Basic		20,465			19,201
Diluted		20,816			19,724

EBITDA*	$	4,053		$	3,523

* See definition and reconciliation below.

GAIA, INC.

Summary of Cash Flows

	For the Year Ended March 31,
(in thousands)	2022			2021

Net cash provided by (used in):
Operating activities - continuing operations	$	4,164		$	5,188
Operating activities - discontinued operations		(161	)		—
Investing activities		(5,828	)		(4,774	)
Financing activities		(46	)		26
Net change in cash	$	(1,871	)	$	440

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

	For the Year Ended March 31,
(in thousands)	2022		2021

Net income	$	86	$	358
Interest expense, net		60		66
Provision for (benefit from) income taxes		—		—
Depreciation and amortization expense		3,907		3,099
EBITDA		4,053		3,523
Acquisition costs		49		—
Share-based compensation expense		540		613
Discontinued operations		161		—
Adjusted EBITDA	$	4,803	$	4,136

EBITDA represents net income before interest expense, provision for income taxes, other income, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to remove acquisition costs, share-based compensation expense, and the results of discontinued operations. 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 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

	March 31,		December 31,
(in thousands, except share and per share data)	2022		2021

ASSETS
Current assets:
Cash	$	8,398	$	10,269
Accounts receivable		2,900		2,728
Prepaid expenses and other current assets		1,912		1,986
Total current assets		13,210		14,983
Media library, software and equipment, net		51,898		50,558
Right-of-use lease asset, net		7,679		7,871
Real estate, investment and other assets, net		31,128		31,394
Goodwill		28,870		28,870
Total assets	$	132,785	$	133,676
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities	$	12,657	$	14,962
Deferred revenue		15,854		14,847
Total current liabilities		28,511		29,809
Long-term mortgage, net		6,074		6,109
Long-term lease liability		7,050		7,234
Deferred taxes		309		309
Total liabilities		41,944		43,461
Total shareholders' equity		90,841		90,215
Total liabilities and shareholders' equity	$	132,785	$	133,676