☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

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. Yes☒No☐

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). Yes☒No☐

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.

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:

We have prepared our unaudited interim condensed consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States 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 interim condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our consolidated financial position as of June 30, 2023, the interim results of operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. Operating results for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for a full year or any future interim period. These interim statements have not been audited. The balance sheet as of December 31, 2022 was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K. The interim condensed consolidated financial statements contained herein should be read in conjunction with our audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2022.

The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. See accompanying notes to the interim condensed consolidated financial statements.

See accompanying notes to the interim condensed consolidated financial statements.

References in this report to “we”, “us”, “our” 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. (“Gaia,” “we” or “us”) operates a global digital video subscription service and on-line community that caters to a unique and underserved member base. Our digital content library includes over 10,000 titles, with a growing selection of titles available in Spanish, German and French. Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation-related content and more – 88% of which is exclusively available to our members for digital streaming on most internet-connected devices anytime, anywhere, commercial free.

Our mission is to create a transformational network that empowers a global conscious community. Content on our network is currently organized into four primary channels—Yoga, Transformation, Alternative Healing, and Seeking Truth—and delivered directly to our members through our streaming platform. We curate programming for these channels by producing content in our in-house production studios with a staff of media professionals. This produced and owned content currently comprises approximately 75% of our members' viewing time. We complement our produced and owned content through long term licensing agreements.

We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”), and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. 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.

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, 2022.

Use of Estimates and Reclassifications

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying 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. We have made certain reclassifications to prior period amounts to conform to the current period presentations.

Discontinued Operations

Yoga International historically had a line of business focused on one-time transactional course sales. With the launch of a premium membership tier that includes this content, this line of business was discontinued in 2022 as the contractual commitments related to this line of business lapsed. There are no other assets or liabilities associated with this revenue stream. As this represents a strategic shift with a major effect on our operations and financial results, we have presented the results of operations related to winding up this line of business as discontinued operations on the accompanying condensed consolidated statement of operations in 2022.

2. Revenue Recognition

Revenues consist primarily of subscription fees paid by our members. We present revenues net of taxes collected from members. Members are billed in advance and revenues are recognized ratably over the subscription term. Deferred revenue consists of subscription fees collected from members that have not been earned and is recognized ratably over the remaining term of the subscription. We recognize revenue on a net basis for relationships where our partners have the primary relationship, including billing and service delivery, with the member. Payments made to partners to assist in promoting our service on their platforms are expensed as 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 first six months of 2023 and 2022, we recognized approximately $543 and $930, respectively, of share-based compensation expense. Total share-based compensation expense is reported in selling and operating expenses and corporate, general and administration expenses on our condensed consolidated statements of operations. There were no options exercised during the first six months of 2023 or 2022.

4. Goodwill and Other Intangible Assets

There were no changes in goodwill for the period from December 31, 2022 through June 30, 2023.

The following table represents our other intangible assets by major asset class as of the dates indicated, which are included in Real estate, investment and other assets, net on the accompanying condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022.


(in thousands)	June 30, 2023			December 31, 2022
Amortizable Intangible Assets
Customer relationships	$	2,000		$	2,000
Tradenames		270			270
Accumulated amortization		(863	)		(579	)
	$	1,407		$	1,691

Unamortized Intangible Assets
Domain names	$	563		$	563

Our amortizable assets are expected to be amortized on a straight-line basis over 48 months. Amortization expense was $142 for the three months ended June 30, 2023 and 2022 and $284 for the six months ended June 30, 2023 and 2022. Future amortization of our amortizable intangible assets as of June 30, 2023 is expected to be as follows:


(in thousands)
2023 (remaining)	$	283
2024		568
2025		556
	$	1,407

5. Debt

On September 9, 2020, Boulder Road sold a 50% undivided interest in a portion of our corporate campus to Westside Boulder, LLC (“Westside”). Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities. Boulder Road received consideration of $13.2 million in the transaction.

On December 28, 2020, Boulder Road and Westside entered into a loan agreement with First Interstate Bank, as lender, providing for a mortgage loan in the principal amount of $13.0 million. The mortgage bears interest at a fixed rate of 3.75% per annum, matures on December 28, 2025, 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. Westside and Boulder Road each received 50% of the loan proceeds and are each responsible for 50% of the monthly installments. Gaia guaranteed payment of the mortgage. The mortgage is subject to certain financial covenants related to the underlying property.

On August 25, 2022 (the "Closing Date"), Gaia, as borrower, and certain subsidiaries, as guarantors, entered into a Credit and Security Agreement (the "Credit Agreement") with KeyBank National Association ("KeyBank"). The Credit Agreement provides for a revolving credit facility in an aggregate amount of up to $10.0 million with a sublimit of $1 million available for issuances of letters of credit. Borrowings under the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permitted acquisitions or other investments. On March 31, 2023, $9.0 million was drawn under the Credit Agreement, which is included in Long-term debt, net on the accompanying condensed consolidated balance sheets as of March 31, 2023.

Loans made, or letters of credit issued, under the Credit Agreement mature on August 25, 2025 and are secured (subject to permitted liens and other exceptions) by a first priority lien on all business assets, including intellectual property, of Gaia and the subsidiary guarantors.

Any advance under the Credit Agreement shall bear interest at the Daily Simple SOFR rate (subject to a floor of 0.00%), plus, the SOFR Index Adjustment of 0.10%, plus a margin of 2.00%; provided, that, during the existence of a Benchmark Unavailability Period or a SOFR Unavailability Period, advances shall bear interest at the Base Rate, which is a fluctuating interest rate per annum equal to the highest of (i) the Federal Funds Rate plus 0.50%, (ii) KeyBank’s “prime rate,” (iii) SOFR and (iv) 3.00%, plus, in each instance, a margin of 1.00%.

The aggregate outstanding amount of advances under the Credit Agreement is required to be $0 for at least 30 consecutive days during the period commencing on the 12-month anniversary of the Closing Date and ending on the 24-month anniversary of the Closing Date.

The Credit Agreement 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. Additionally, the Credit Agreement requires Gaia to maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00 and to not permit the Leverage Ratio to exceed 1.50 to 1.00 for any computation period.

Maturities on long-term debt, net are:


(in thousands)
2023 (remaining)	$	75
2024		156
2025		14,801
	$	15,032

6. Leases

In connection with the sale of a portion of our corporate campus as further discussed in Note 5, we leased the property pursuant to a master lease for an initial term extending through September 30, 2030, with two five-year extensions. We record the right to use the underlying asset for the operating lease term as an asset and our obligation to make lease payments as a liability, based on the present value of the lease payments over the initial lease term. On commencement of the lease, we recorded a right-of-use asset and operating lease liability of $8,800.

Because the rate implicit in the lease is not readily determinable, we used 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:


		June 30,		December 31,
(in thousands)	Balance Sheet Classification	2023		2022
Right-of-use asset	Right-of-use lease asset, net	$	6,694	$	7,093

Operating lease liability (current)	Accounts payable, accrued and other liabilities	$	760	$	745
Operating lease liability (non-current)	Long-term lease liability		6,105		6,489
		$	6,865	$	7,234


	For the Three Months Ended June 30,
(in thousands)	2023		2022
Cash paid for operating lease liabilities	$	250	$	250


	For the Six Months Ended June 30,
(in thousands)	2023		2022
Cash paid for operating lease liabilities	$	500	$	500

Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of June 30, 2023 is expected to be:


(in thousands)
2023 (remaining)	$	500
2024		1,008
2025		1,035
2026		1,064
2027		1,093
Thereafter		3,158
Future lease payments, gross		7,858
Less: Imputed interest		(993	)
Operating lease liability	$	6,865

7. Earnings Per Share

Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted earnings 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 June 30,				For the Six Months Ended June 30,
(in thousands, except per share data)	2023		2022		2023		2022
	(unaudited)				(unaudited)
Weighted-average common stock outstanding		20,874		20,788		20,850		20,627
Common stock equivalents		—		7		—		168
Weighted-average number of shares		20,874		20,795		20,850		20,795

Employee stock options with exercise prices greater than the average market price of the common stock were excluded from the diluted calculation as their inclusion would have been anti-dilutive. The following table summarizes the potential shares of common stock excluded from the diluted calculation:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
	(unaudited)				(unaudited)
Common stock equivalents excluded due to net loss		53		—		52		—
Employee stock options and RSUs		492		475		471		413
		545		475		523		413

8. 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 June 30, 2023. As of June 30, 2023, our net operating loss carryforwards on a gross basis were $81,276 and $26,613 for federal and state, respectively.

9. Non-income Taxes

The Company is subject to tax examinations for Value Added Taxes (VAT). A number of these examinations are ongoing and, in certain cases, have resulted in assessments from taxing authorities. Where a VAT liability with respect to a jurisdiction is probable and can be reliably estimated, the Company accrues for these matters in corporate, general, and administration expenses in the condensed consolidated statements of operations. Future developments relating to the foregoing could result in adjustments being made to these accruals.

10. 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 June 30, 2023 and that can be reasonably estimated are either reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows.

SEC Investigation and Settlement

In June 2020, Gaia received a request for voluntary production of documents in an investigation by the Staff of the Denver Regional Office of the SEC. Since that time, Gaia has responded to the initial voluntary requests and subsequent subpoenas issued by the Staff. In September 2022, Gaia and Gaia's then-CFO, Paul Tarell, reached an agreement in principle with the Staff on a framework for a complete resolution of the investigation. On May 23, 2023, acting pursuant to an offer of settlement submitted by Gaia and Mr. Tarell, the SEC issued an order instituting cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, making findings, and imposing a cease-and-desist order (the “SEC Order”). In the SEC Order, the SEC made findings that: (1) Gaia (a) misstated in its April 29, 2019 earnings release and earnings call the increase in the number of paying subscribers for the period ending March 31, 2019, a quarter during which Gaia extended a free month of service to certain subscribers in the midst of a transition to a new enterprise-wide data system and (b) failed to comply with SEC whistleblower protection requirements with respect to the termination of one employee and the language used in severance agreements for other employees; and (2) finding that the then-CFO caused Gaia's misstatements in the April 29, 2019 earnings release and earnings call that is described above. Gaia and Mr. Tarell consented to entry into the SEC Order without admitting or denying any findings. Pursuant to the SEC Order, (1) Gaia is required to pay to the SEC a total civil monetary penalty of $2.0 million over a one-year period for these violations and (2) Mr. Tarell was required to pay to the SEC a civil monetary penalty of $50,000. The $2.0 million penalty was

included on the Condensed consolidated balance sheet at December 31, 2022 in the Accounts payable, accrued and other liabilities line.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 2022. 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 devise 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, including the coronavirus (COVID-19) pandemic and our response to it; 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 consolidated financial statements and related notes included elsewhere in this document. This section is designed to provide information that will assist readers in understanding our 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.

We operate a global digital video subscription service with a library of over 10,000 titles, 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, and more – 88% 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 production studios 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 and supplements to the content provided by mainstream media. We have grown these content options both organically through our own productions and through strategic acquisitions. 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 grow our subscription business domestically and internationally 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.

The full impact that the COVID-19 pandemic will have on our business, operations and financial results will depend on a number of evolving factors that we may not be able to accurately predict. See Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022 for additional discussion regarding risks related to the COVID-19 pandemic.

Commencing during the second half of March 2020 and continuing through July 2020, we saw an increase in demand for our content from both current and potential members. This created a positive trend in existing member retention, costs to acquire new members, and the corresponding revenue and cash flow impacts from these higher volumes. This trend dissipated beginning in August 2020,

when we saw the online paid media advertising market start to return to historical norms with a corresponding effect on the cost of our online advertising efforts. With the rollout of privacy changes affecting a large number of mobile consumers during the summer of 2021 we saw an increase in the costs of our online advertising efforts which reduced the number of new members we add each period with our allocated marketing spend. In addition, in the period of March through October 2022, we lost about 40% of the members we added during the COVID-19 lockdowns in 2020 and 2021.

We are a Colorado corporation. Our principal and executive office is located at 833 West South Boulder Road, Louisville, CO 80027-2452. Our telephone number at that address is (303) 222-3600.

The table below summarizes certain detail of our financial results for the periods indicated:

The following table sets forth certain financial data as a percentage of revenue for the periods indicated:

Revenues, net. Revenues decreased $0.9 million, or 4.3%, to $19.8 million during the three months ended June 30, 2023, compared to $20.7 million during the three months ended June 30, 2022. This was primarily driven by post-COVID subscriber contraction experienced industry wide, resulting in a decrease in overall member count during the second half of 2022. This trend has reversed during the first half of 2023, as we returned to member growth.

Cost of revenues. Cost of revenues remained flat at $2.8 million during the three months ended June 30, 2023, and June 30, 2022. Gross profit margin decreased during the three months ended June 30, 2023 to 85.7% from 86.7% for the three months ended June 30, 2022 primarily due to increased content amortization related to an overall increase in our investment of our original content offerings.

Selling and operating expenses. Selling and operating expenses increased $1.2 million, or 7.5%, to $17.1 million during the three months ended June 30, 2023, compared to $15.9 for the three months ended June 30, 2022, driven primarily by an increase in marketing spend expenses. As a percentage of net revenues, these expenses increased to 86.1% for the three months ended June 30, 2023 compared to 76.6% for the three months ended June 30, 2022 driven primarily by a decrease in revenues.

Corporate, general and administration expenses. Corporate, general and administration expenses decreased $0.3 million, or 16.7% to $1.5 million for three months ended June 30, 2023 from $1.8 million for three months ended June 30, 2022, driven primarily by decreases in salary and payroll related expenses. As a percentage of net revenues, these expenses decreased to 7.7% for the three months ended June 30, 2023 from 8.7% for the three months ended June 30, 2022.

Revenues, net. Revenues decreased $3.1 million, or 7.3%, to $39.5 million during the six months ended June 30, 2023, compared to $42.6 million during the six months ended June 30, 2022. This was primarily driven by post-COVID subscriber contraction experienced industry wide, resulting in a decrease in overall member count during the second half of 2022. This trend has reversed during the first half of 2023, as we returned to member growth.

Cost of revenues. Cost of revenues decreased $0.1 million, or 1.8%, to $5.6 million during the six months ended June 30, 2023, from $5.7 million during the six months ended June 30, 2022. Gross profit margin decreased during the six months ended June 30, 2023 to 85.8% from 86.7% for the six months ended June 30, 2022 primarily due to increased content amortization related to an overall increase in our investment in our original content offerings.

Selling and operating expenses. Selling and operating expenses increased $0.5 million, or 1.5%, to $33.2 million during the six months ended June 30, 2023, compared to $32.7 for the six months ended June 30, 2022, driven primarily by an increase in marketing spend. As a percentage of net revenues, these expenses increased to 84.1% for the six months ended June 30, 2023 compared to 76.7% for the six months ended June 30, 2022.

Corporate, general and administration expenses. Corporate, general and administration expenses decreased $0.3 million or 8.3% to $3.3 million for the six months ended June 30, 2023 compared to $3.6 million for the six months ended June 30, 2022, primarily driven by decreases in salary and payroll expenses. As a percentage of net revenues, these expenses decreased to 8.3% for the six months ended June 30, 2023 from 8.4% for the six months ended June 30, 2022, driven primarily by a decrease in revenues.

Our member base growth reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing, similar to those of traditional TV and cable networks. The effects of the global pandemic have shifted our historical pattern over the past two years, but we have historically experienced the greatest member growth in the fourth and first quarters (October through February), and slowest growth during May through August. This has historically driven quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but has not historically resulted in corresponding seasonality in net revenue. As we continue to expand internationally, 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.

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 programs as needed.

Our budgeted content and capital expenditures for the remainder of 2023 are expected to be between $6.0 to $8.0 million which we intend to fund with cash flows generated from operations. These planned expenditures will be predominately utilized to expand our content library and build out the capabilities of our digital platforms. The planned expenditures are discretionary and, with our in-house production capabilities, we have the ability to scale expenditures based on the available cash flows from operations. We began to generate positive cash flows from operations in October 2019 and have continued to generate cash flows from operations since. We expect to continue generating positive cash flows from operations during the remainder of 2023. We generated approximately $6.5 million in cash flows from operations during the six months ended June 30, 2023. As of June 30, 2023, our cash balance was $10.9 million.

As described in Note 5, during August 2022, we entered into a Credit Agreement with KeyBank, which provides for a revolving credit facility in an aggregate amount of up to $10.0 million. Funds from the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permitted acquisitions or other investments. As of June 30, 2023, $9.0 million was drawn under the Credit Agreement, which is included in Long-term debt, net on the accompanying condensed consolidated balance sheets.

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, our cash expected to be generated from operations, our $10 million revolving line of credit, our potential additional borrowing capabilities now that we have a history of generating positive operating cash flows, and our potential capital raising capabilities will be sufficient to fund our operations on both a short-term and long-term basis. However, our projected cash needs may change as a result of acquisitions, product development, unforeseen operational difficulties, or other factors.

The following table summarizes our sources (uses) of cash during the periods presented:

Operating activities. Cash flows provided by operations increased $0.1 million during the first six months of 2023 compared to the same period in 2022. The increase was primarily driven by changes in earnings, timing of working capital, primarily accounts payable and deferred revenues.

Investing activities. Cash flows used in investing activities decreased $3.3 million during the first six months of 2023 compared to the same period in 2022 due primarily to the cost reduction initiatives we completed in the first quarter of 2023.

Financing activities. Cash flows provided by financing activities were primarily impacted by borrowing and repayment activities associated with our revolving line of credit.

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.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon its evaluation as of June 30, 2023, our management has concluded that those disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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, 2022 that we filed with the SEC on March 6, 2023.

On June 1, 2023, the company issued a convertible note to Food Matters Institute LTD ("Food Matters Institute LTD"), for $701,558 in aggregate principal value as consideration for the acquisition of Food Matters Institute intellectual property and content assets with a maturity date of June 26, 2023. On June 26, 2023, we issued 272,980 total shares of our Class A Common Stock, par value $0.0001, upon conversion of the convertible note. The convertible note was issued to Food Matters Institute LTD, owned 50% by James Colquhoun who is a current board member at Gaia, to solve for potential conflict of interest for his new COO position at Gaia.

The issuance of securities in the above transaction was made in reliance on the exemption from registration in Section 4(a)(2) under the Securities Act.

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.



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


Class		Outstanding at July 28, 2023
Class A Common Stock ($0.0001 par value)		15,754,425
Class B Common Stock ($0.0001 par value)		5,400,000


PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	3

	Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022	4

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022	5

	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2023 and 2022	6

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	7

	Notes to interim condensed consolidated financial statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures	16

PART II—OTHER INFORMATION		17

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Mine Safety Disclosures	17

Item 5.	Other Information	17

Item 6.	Exhibits	18

	SIGNATURES	19


	June 30,			December 31,
(in thousands, except share and per share data)	2023			2022
	(unaudited)
ASSETS
Current assets:
Cash	$	10,879		$	11,562
Accounts receivable		3,620			2,955
Prepaid expenses and other current assets		2,730			2,656
Total current assets		17,229			17,173
Media library, software and equipment, net		51,198			51,115
Right-of-use lease asset, net		6,694			7,093
Real estate, investment and other assets, net		30,569			30,979
Goodwill		31,943			31,943
Total assets	$	137,633		$	138,303
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities	$	12,384		$	12,355
Short-term debt and lease liability		911			894
Deferred revenue		15,476			14,124
Total current liabilities		28,771			27,373
Long-term debt, net		14,881			14,958
Long-term lease liability		6,105			6,489
Deferred taxes		499			499
Total liabilities		50,256			49,319
Shareholders' equity:
Class A common stock, $0.0001 par value, 150,000,000 shares authorized, 15,754,425 and 15,406,186 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		1			1
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at June 30, 2023 and December 31, 2022		1			1
Additional paid-in capital		165,434			164,180
Accumulated deficit		(78,059	)		(75,198	)
Total shareholders' equity		87,377			88,984
Total liabilities and shareholders' equity	$	137,633		$	138,303


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(in thousands, except per share data)	2023			2022			2023			2022
	(unaudited)						(unaudited)
Revenues, net	$	19,839		$	20,720		$	39,486		$	42,551
Cost of revenues		2,839			2,759			5,612			5,664
Gross profit		17,000			17,961			33,874			36,887
Expenses:
Selling and operating		17,085			15,869			33,208			32,654
Corporate, general and administration		1,520			1,794			3,293			3,579
Acquisition costs		—			—			—			49
Total operating expenses		18,605			17,663			36,501			36,282
Income (loss) from operations		(1,605	)		298			(2,627	)		605
Interest and other expense, net		(113	)		(50	)		(234	)		(110	)
Income (loss) before income taxes		(1,718	)		248			(2,861	)		495
Provision for (benefit from) income taxes		—			—			—			—
Income (loss) from continuing operations		(1,718	)		248			(2,861	)		495
Income (loss) from discontinued operations		—			(132	)		—			(293	)
Net income (loss)	$	(1,718	)	$	116		$	(2,861	)	$	202

Earnings (loss) per share:
Basic
Continuing operations	$	(0.08	)	$	0.01		$	(0.14	)	$	0.02
Discontinued operations	$	—		$	(0.01	)	$	—		$	(0.01	)
Basic earnings (loss) per share	$	(0.08	)	$	—		$	(0.14	)	$	0.01
Diluted
Continuing operations	$	(0.08	)	$	0.01		$	(0.14	)	$	0.02
Discontinued operations	$	—		$	(0.01	)	$	—		$	(0.01	)
Diluted earnings (loss) per share	$	(0.08	)	$	—		$	(0.14	)	$	0.01
Weighted-average shares outstanding:
Basic		20,874			20,788			20,850			20,627
Diluted		20,874			20,795			20,850			20,795


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐


	(unaudited)
(in thousands, except shares)	Total Shareholders' Equity			Accumulated Deficit			Common Stock Amount		Additional Paid-in Capital		Common Stock Shares
Balance at January 1, 2022	$	90,215		$	(72,103	)	$	2	$	162,316		20,461,337
'Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation		540			—			—		540		313,823
Net income		86			86			—		—		—
Balance at March 31, 2022	$	90,841		$	(72,017	)	$	2	$	162,856		20,775,160
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation		433			—			—		433		31,026
Net Income		116			116			—		—		—
Balance at June 30, 2022	$	91,390		$	(71,901	)	$	2	$	163,289		20,806,186

Balance at January 1, 2023	$	88,984		$	(75,198	)	$	2	$	164,180		20,806,186
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation		104			—			—		104		19,606
Net loss		(1,143	)		(1,143	)		—		—		—
Balance at March 31, 2023	$	87,945		$	(76,341	)	$	2	$	164,284		20,825,792
Issuance of Gaia, Inc. common stock for media library acquisition		669			—			—		669		272,980
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, and share-based compensation		481			—			—		481		55,653
Net loss		(1,718	)		(1,718	)		—		—		—
Balance at June 30, 2023	$	87,377		$	(78,059	)	$	2	$	165,434		21,154,425


Exhibit No.		Description

31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1**		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File


		Gaia, Inc.
		(Registrant)

July 31, 2023	By:	/s/ Jirka Rysavy
Date		Jirka Rysavy
		Chief Executive Officer
		(Authorized Officer)

July 31, 2023	By:	/s/ Ned Preston
Date		Ned Preston
		Chief Financial Officer
		(Principal Financial and Accounting Officer)