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~~Yes ☒ NONo ☐

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~~Yes ☒ NONo ☐

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. ~~Certain~~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, ~~although~~ 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 September 30, ~~2020,~~2021, the interim results of operations for the three and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, and cash flows for the nine months ended September 30, ~~2020~~2021 and ~~2019.~~2020. Operating results for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 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, ~~2019~~2020 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, ~~2019.~~2020.

	September 30,			December 31,			September 30,			December 31,
(in thousands, except share and per share data)	2020			2019			2021			2020
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash	$	8,721		$	11,494		$	14,428		$	12,605
Accounts receivable		2,358			2,310			2,589			2,024
Prepaid expenses and other current assets		2,043			2,443			1,863			1,746
Total current assets		13,122			16,247			18,880			16,375
Building and land, net		24,653			22,681
Media library, software and equipment, net		39,084			36,921			42,246			39,231
Right-of-use lease asset, net								8,061			8,622
Real estate, investment and other assets, net								29,199			28,500
Goodwill		17,289			17,289			17,289			17,289
Investments and other assets		12,647			13,034
Total assets	$	106,795		$	106,172		$	115,675		$	110,017
LIABILITIES AND EQUITY
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities	$	8,385		$	10,594		$	9,855		$	8,947
Deferred revenue		12,556			8,025			14,130			12,376
Total current liabilities		20,941			18,619			23,985			21,323
Long-term debt and other liabilities, net		12,127			18,433
Long-term mortgage, net								6,146			6,250
Long-term lease liability								7,416			7,952
Deferred taxes		276			206			257			257
Total liabilities		33,344			37,258			37,804			35,782
Equity:
Gaia, Inc. shareholders’ equity:
Class A common stock, $.0001 par value, 150,000,000 shares authorized, 13,782,951 and 13,023,231 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		1			1
Class B common stock, $.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at September 30, 2020 and December 31, 2019		1			1
Shareholders' equity:
Class A common stock, $0.0001 par value, 150,000,000 shares authorized, 13,917,987 and 13,782,951 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively								1			1
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at September 30, 2021 and December 31, 2020								1			1
Additional paid-in capital		149,593			145,265			152,055			150,067
Accumulated deficit		(76,144	)		(76,353	)		(74,186	)		(75,834	)
Total equity		73,451			68,914
Total liabilities and equity	$	106,795		$	106,172
Total shareholders' equity								77,871			74,235
Total liabilities and shareholders' equity							$	115,675		$	110,017

See accompanying notes to the interim condensed consolidated financial statements.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended September 30,					For the Nine Months Ended September 30,
(in thousands, except per share data)	2020		2019				2020			2019				2021			2020		2021			2020
	(unaudited)						(unaudited)							(unaudited)					(unaudited)
Revenues, net	$	17,537		$	13,660		$	48,201			$	39,291		$	20,405		$	17,537	$	58,744		$	48,201
Cost of revenues		2,264			1,801			6,248				5,186			2,626			2,264		7,573			6,248
Gross profit		15,273			11,859			41,953				34,105			17,779			15,273		51,171			41,953
Expenses:
Selling and operating		13,479			14,319			42,354				44,214			15,544			13,479		44,820			42,354
Corporate, general and administration		1,426			1,440			4,716				4,526			1,509			1,426		4,506			4,716
Total operating expenses		14,905			15,759			47,070				48,740			17,053			14,905		49,326			47,070
Income (loss) from operations		368			(3,900	)		(5,117	)			(14,635	)		726			368		1,845			(5,117	)
Interest and other income (expense), net		5,946			(241	)		5,395				(400	)		(79	)		5,946		(197	)		5,395
Income (loss) before income taxes		6,314			(4,141	)		278				(15,035	)
Income before income taxes															647			6,314		1,648			278
Provision for income taxes		—			3			69				45			—			—		—			69
Income (loss) from continuing operations		6,314			(4,144	)		209				(15,080	)
Loss from discontinued operations		—			—			—				(258	)
Net income (loss)	$	6,314		$	(4,144	)	$	209			$	(15,338	)
Net income														$	647		$	6,314	$	1,648		$	209

Earnings per share:
Basic:
Continuing operations	$	0.33		$	(0.23	)	$	0.01			$	(0.83	)
Discontinued operations		—			—			—				(0.01	)
Basic earnings per share	$	0.33		$	(0.23	)	$	0.01			$	(0.84	)
Diluted:
Continuing operations	$	0.32		$	(0.23	)	$	0.01			$	(0.83	)
Discontinued operations		—			—			—				(0.01	)
Diluted earnings per share	$	0.32		$	(0.23	)	$	0.01			$	(0.84	)
Basic														$	0.03		$	0.33	$	0.09		$	0.01
Diluted														$	0.03		$	0.32	$	0.08		$	0.01
Weighted-average shares outstanding:
Basic		19,183			18,375			18,834				18,070			19,318			19,183		19,262			18,834
Diluted		19,737			18,375			19,442				18,070			19,812			19,737		19,787			19,442

See accompanying notes to the interim condensed consolidated financial statements.

				Gaia, Inc. Shareholders
				(unaudited)									(unaudited)
(in thousands, except shares)	Total Equity			Accumulated Deficit			Common Stock Amount		Additional Paid-in Capital		Common Stock Shares		Total Shareholders' Equity			Accumulated Deficit			Common Stock Amount		Additional Paid-in Capital		Common Stock Shares
Balance at January 1, 2019	$	81,465		$	(58,203	)	$	2	$	139,666		17,900,139
Issuance of Gaia, Inc. common stock for stock option exercises and share-based compensation		594			—			—		594		—
Net loss		(6,726	)		(6,726	)		—		—		—
Balance at March 31, 2019	$	75,333		$	(64,929	)	$	2	$	140,260	$	17,900,139
Issuance of Gaia, Inc. common stock for stock option exercises and share-based compensation		515			—			—		515		—
Issuance of Gaia, Inc. common stock asset acquisition and business combination		3,500			—			—		3,500		484,832
Net loss		(4,468	)		(4,468	)		—		—		—
Balance at June 30, 2019	$	74,880		$	(69,397	)	$	2	$	144,275		18,384,971
Issuance of Gaia, Inc. common stock for stock option exercises and share-based compensation		488			—			—		488		—
Net loss		(4,144	)		(4,144	)		—		—		—
Balance at September 30, 2019	$	71,224		$	(73,541	)	$	2	$	144,763		18,384,971

Balance at January 1, 2020	$	68,914		$	(76,353	)	$	2	$	145,265		18,423,231
Balance at December 31, 2019													$	68,914		$	(76,353	)	$	2	$	145,265		18,423,231
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation		585			—			—		585		335,712		585			—			—		585		335,712
Net loss		(3,580	)		(3,580	)		—		—		—		(3,580	)		(3,580	)		—		—		—
Balance at March 31, 2020	$	65,919		$	(79,933	)	$	2	$	145,850	$	18,758,943	$	65,919		$	(79,933	)	$	2	$	145,850		18,758,943
Issuance of Gaia, Inc. common stock for stock option exercises and share-based compensation		410			—			—		410		26,920
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation														410			—			—		410		26,920
Issuance of Gaia, Inc. common stock for note conversion and business combination		2,929			—			—		2,929		386,887		2,929			—			—		2,929		386,887
Net loss		(2,525	)		(2,525	)		—		—		—		(2,525	)		(2,525	)		—		—		—
Balance at June 30, 2020	$	66,733		$	(82,458	)	$	2	$	149,189		19,172,750	$	66,733		$	(82,458	)	$	2	$	149,189		19,172,750
Issuance of Gaia, Inc. common stock for employee stock purchase plan, stock option exercises and share-based compensation		404			—			—		404		10,201
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation														404			—			—		404		10,201
Net income		6,314			6,314			—		—		—		6,314			6,314			—		—		—
Balance at September 30, 2020	$	73,451		$	(76,144	)	$	2	$	149,593		19,182,951	$	73,451		$	(76,144	)	$	2	$	149,593		19,182,951

Balance at December 31, 2020													$	74,235		$	(75,834	)	$	2	$	150,067		19,182,951
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation														684			—			—		684		17,895
Net income														358			358			—		—		—
Balance at March 31, 2021													$	75,277		$	(75,476	)	$	2	$	150,751		19,200,846
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation														771			—			—		771		117,141
Net income														643			643			—		—		—
Balance at June 30, 2021													$	76,691		$	(74,833	)	$	2	$	151,522		19,317,987
Share-based compensation														533			—			—		533		—
Net income														647			647			—		—		—
Balance at September 30, 2021													$	77,871		$	(74,186	)	$	2	$	152,055		19,317,987

See accompanying notes to the interim condensed consolidated financial statements.

	For the Nine Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands)	2020			2019			2021			2020
	(unaudited)						(unaudited)
Operating activities:
Net income (loss)	$	209		$	(15,338	)
Loss from discontinued operations		—			258
Income (loss) from continuing operations		209			(15,080	)
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used in) operating activities:
Net income							$	1,648		$	209
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,026			6,849			9,641			9,026
Share-based compensation expense		1,864			1,597			1,236			1,864
Gain on sale of real estate		(6,125	)		—			—			(6,125	)
Changes in operating assets and liabilities:
Accounts receivable		(204	)		(741	)		(565	)		(204	)
Prepaid expenses and other assets		517			(685	)		(117	)		517
Accounts payable and accrued liabilities		(2,621	)		1,572			989			(2,621	)
Deferred revenue		4,531			492			1,754			4,531
Net cash provided by (used in) operating activities - continuing operations		7,197			(5,996	)
Net cash provided by operating activities - discontinued operations		—			76
Net cash provided by (used in) operating activities		7,197			(5,920	)
Net cash provided by operating activities								14,586			7,197
Investing activities:
Acquisitions, net of cash acquired, and purchases of intangible assets		—			(1,575	)
Additions to media library, property and equipment								(13,355	)		(10,369	)
Proceeds from sale of real estate		13,150			—			—			13,150
Additions to media library, property and equipment		(10,369	)		(14,914	)
Net cash provided by (used in) investing activities		2,781			(16,489	)		(13,355	)		2,781
Financing activities:
Repayment of debt		(17,000	)		(12,500	)		(160	)		(17,000	)
Proceeds from issuance of debt, net of issuance costs		4,000			16,592			—			4,000
Proceeds from the issuance of common stock		249			—			752			249
Net cash provided by (used in) financing activities		(12,751	)		4,092			592			(12,751	)
Net decrease in cash		(2,773	)		(18,317	)
Net change in cash								1,823			(2,773	)
Cash at beginning of period		11,494			29,964			12,605			11,494
Cash at end of period	$	8,721		$	11,647		$	14,428		$	8,721

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.

Gaia, Inc. was incorporated under the laws of the State of Colorado on July 7, 1988, and 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 approximately 8,000 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 – ~~85%~~80% 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 curated into 4 primary channels— Yoga, Transformation, Alternative Healing, and Seeking Truth— and delivered directly to our members through our streaming platform. We develop 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 represents over 80% of our viewership. We complement our produced and owned content through ~~long term~~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, other than the adoption of accounting pronouncements below, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

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.

In ~~March~~June 2019, the FASB issued ASU ~~2019-02,~~2019-12, ~~Improvements to~~Simplifying the Accounting for ~~Costs of Films~~Income Taxes (Topic 740), which removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and ~~License Agreements for Program Materials~~,calculating income taxes in ~~order to align~~interim periods. The guidance also simplifies the accounting for production costs of an episodic television series with the accounting for production costs of films by removing the content distinction for capitalization. ASU 2019-02 also requires reassessing estimates of the use of a filmfranchise taxes, transactions that result in a ~~film group~~step-up in the tax basis of goodwill, and ~~accounting~~the effect of enacted changes in tax laws or rates in interim periods. ASU 2019-12 is effective for any changes prospectively. In addition, ASU 2019-02 requires testing films and program material license agreements for impairment at a film group level when the films or license agreements are predominantly monetized with other films and license agreements.fiscal years beginning after December 15, 2020. We adopted the new standard on January 1, ~~2020~~2021 with no material impact to our reported financial position or results of operations in the three and nine months ended September 30, ~~2020.~~2021.

With the exception of the new standard discussed above, no other new accounting pronouncements have significance, or potential significance, to our reported financial position or results of operations.

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.

In June 2019, we issued 404,891 shares of Class A common stock as part of the consideration for an acquisition of a complementary streaming platform focused on Alternative Healing. We also issued 79,941 shares of Class A common stock as part of the consideration to acquire over 450 titles of original content that has been integrated into our Alternative Healing channel.

In June 2020, we issued 139,617 shares of Class A common stock as additional consideration for an earnout based on the acquired platform maintaining profitability and exceeding the upper threshold of a member growth target as of June 30, 2020.

During the first nine months of ~~2020~~2021 and ~~2019,~~2020, we recognized approximately ~~$1,864,000~~$1,236,000 and ~~$1,597,000,~~$1,864,000, respectively, of share-based compensation expense. ~~This included $715,000 in additional expense for the shares issued in June 2020 noted above.~~ 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. During the first nine months of ~~2020,~~2021, ~~32,200~~90,000 options were exercised with net proceeds of ~~$181,000. NaN options were exercised during~~$615,000. During the first nine months of ~~2019.~~2020, 32,200 options were exercised with net proceeds of $181,000.

There were 0 changes in goodwill for the period from December 31, ~~2019~~2020 through September 30, ~~2020.~~

~~The following table represents our other~~2021. Other unamortized intangible assets ~~by major asset class as of the dates indicated, which are~~ included in ~~Investments~~Real estate, investments and other assets on the accompanying condensed consolidated balance ~~sheet:~~

~~The customer related intangible assets were being amortized on a straight-line basis over 12 months and were fully amortized~~sheet consist of $571,000 for domain names as of ~~June~~September 30, ~~2020. Amortization expense was $229,000 for the nine months ended September 30,~~2021 and December 31, 2020.

On ~~April 26, 2019, we replaced the line of credit of~~ December 28, 2020, our wholly owned subsidiary Boulder Road LLC (“Boulder Road”) and Westside Boulder, LLC (“Westside”) entered into a loan agreement with ~~a $17.0 million mortgage with BDS III Mortgage Capital B LLC,~~Great Western Bank, as lender, providing for a mortgage in the principal amount of $13 million. The mortgage bears interest at a fixed rate of 3.75% per annum, matures on ~~the office~~December 28, 2025, and is secured by a deed of trust on our corporate campus, ~~that houses our headquarters.~~

~~On September 9, 2020, Boulder Road sold a 50% undivided interest in~~ a portion of ~~the campus to Westside Boulder, LLC.~~which is owned by Boulder Road ~~retained a 50% undivided interest in~~and Westside as tenants-in-common and the ~~property as well as full ownership~~remainder of ~~our studio~~which is owned by Boulder Road. Westside and ~~production facilities.~~ Boulder Road each received ~~consideration of $13.15 million in the transaction. Simultaneously with the closing~~50% of the ~~sale, Boulder Road used~~proceeds and are each responsible for 50% of the ~~sale proceeds, along with the proceeds~~monthly installments. Gaia guaranteed payment of ~~a $4 million loan to Gaia from an affiliate of Westside Boulder, to repay all outstanding amounts secured by~~ the mortgage. The ~~$4 million promissory note~~mortgage is unsecured, bears the same interest as the retired mortgage at 5.75% per annum, and is due on the earlier of January 3, 2022 or the date on which the owners of the property finance it through the incurrence of mortgage debt. We recorded a gain on the sale of $6.1 million which is included in Interest and other income (expense), net on the accompanying condensed consolidated statements of operations.

~~In connection with the transaction, Boulder Road leased the property pursuant~~subject to ~~a master lease for a term extending through September 30, 2030, with two~~ ~~five-year~~ ~~extensions. Gaia guaranteed Boulder Road’s obligations under the master lease. See Note 6 for further discussion~~certain financial covenants related to the ~~accounting for the master lease.~~corporate campus.

In June 2019, one of our wholly owned subsidiaries issued a $1.45 million secured convertible promissory note as part of the consideration for the platform acquisition discussed in Note 3. This note was converted into 206,542 shares of Class A common stock in June 2020 and cancelled.Maturities on long-term debt, net are:

Also in June 2019, one of our wholly owned subsidiaries issued a $300,000 secured convertible promissory note as part of the consideration for the acquisition of a library of original content discussed in Note 3. This note was converted into 40,728 shares of Class A common stock in June 2020 and cancelled.

~~As discussed in Note 5, we entered into~~We have an operating lease ~~in connection with~~for the ~~sale of a~~ portion of our corporate ~~campus.~~campus that Boulder Road and Westside own. 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.~~liability for the 50% related to Westside.

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:~~is:

		September 30,		December 31,			September 30,		December 31,
(in thousands)	Balance Sheet Classification	2020		2019		Balance Sheet Classification	2021		2020
Right-of-use asset	Building and land, net	$	8,806	$	—	Right-of-use lease asset, net	$	8,061	$	8,622

Operating lease liability (current)	Accounts payable, accrued and other liabilities	$	685	$	—	Accounts payable, accrued and other liabilities	$	711	$	691
Operating lease liability (non-current)	Long-term debt and other liabilities, net		8,127		—	Long-term lease liability		7,416		7,952
		$	8,812	$	—		$	8,127	$	8,643

	For the Nine Months Ended September 30,				For the Three Months Ended September 30,
(in thousands)	2020		2019		2021		2020
Cash paid for operating lease liabilities	$	56	$	—	$	250	$	56
Right-of-use asset obtained in exchange for operating lease obligation		8,841		—

Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of September 30, ~~2020 was as follows:~~2021:

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. Potential shares of common~~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.

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share data)	2020		2019			2020		2019			2021		2020		2021		2020
	(unaudited)					(unaudited)					(unaudited)				(unaudited)
Basic earnings per share:
Net income (loss)	$	6,314	$	(4,144	)	$	209	$	(15,338	)
Shares used in computation:
Weighted-average common stock outstanding		19,183		18,375			18,834		18,070
Basic earnings per share	$	0.33	$	(0.23	)	$	0.01	$	(0.84	)

Diluted earnings per share:
Net income (loss)	$	6,314	$	(4,144	)	$	209	$	(15,338	)
Net income											$	647	$	6,314	$	1,648	$	209
Shares used in computation:
Weighted-average common stock outstanding		19,183		18,375			18,834		18,070			19,318		19,183		19,262		18,834
Common stock equivalents		554		—			608		—			494		554		525		608
Weighted-average number of shares		19,737		18,375			19,442		18,070			19,812		19,737		19,787		19,442
Diluted earnings per share	$	0.32	$	(0.23	)	$	0.01	$	(0.84	)	$	0.03	$	0.32	$	0.08	$	0.01

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 ~~share~~shares of common stock excluded from the diluted calculation:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Current:
Federal	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
State		—		—		—		—		—		—		—		—
Total current		—		—		—		—		—		—		—		—
Deferred:
Federal		—		3		69		45		—		—		—		69
State		—		—		—		—		—		—		—		—
Total deferred		—		3		69		45		—		—		—		69
Total income tax expense	$	—	$	3	$	69	$	45	$	—	$	—	$	—	$	69

The income tax expense recorded in 2020 is a result of the amortization of goodwill over 15 years for tax purposes. 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, ~~2020.~~2021. As of September 30, ~~2020,~~2021, our net operating loss carryforwards on a gross basis were ~~$99.4~~$74.3 million and ~~$26.8~~$20.0 million for federal and state, respectively.

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, ~~2020~~2021 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.

This report contains forward-looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “plan,” “estimate,” “expect,” ~~“strive,”~~ “future,” “intend”, “will” 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, including those 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, ~~2019.~~2020. Risks and uncertainties that could cause actual results to differ include, without limitation, general economic conditions, ~~ongoing~~future profitability or losses, continued membership growth, competition, loss of key personnel, pricing, 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, fluctuations in quarterly operating results, consumer trends, the effect of government regulation and programs, the impact of the coronavirus (COVID-19) pandemic and our response to it, 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 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 ~~condensed~~ 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 ~~condensed~~ consolidated financial statements, changes in certain items in those statements from ~~period~~year to ~~period,~~year, the primary factors that caused those changes and how certain accounting principles, policies and estimates affect the ~~condensed~~ consolidated financial statements.

We operate a global digital video subscription service with a library of approximately 8,000 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 – ~~85%~~80% 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 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.

Our focus for 2019 was on disciplined investment in our product, content library and member acquisition efforts to allow us to reduce the cash used in operations meaningfully over the year, with a continued focus on driving sustainable growth into the future. We reduced cash used in operations over 88% from 2018 to 2019 and generated cash flows from operations in the fourth quarter of 2019. We continued this trend in 2020, generating $7.2 million in cash flows from operations, an improvement of $13.1 million or 222% from the year ago period. We also generated net income and positive net cash flows in the third quarter of 2020 as planned. We are now focused on continuing to generate net income and cash while also growing revenues.

In March 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus, or COVID-19, as a ~~pandemic, which continues to~~pandemic. The global spread ~~throughout the United States~~of COVID-19 and the ~~world.~~various attempts to contain it have created significant volatility, uncertainty and economic disruption. The full impact that COVID-19 will have on our business will depend on a number of factors such as the duration and extent of the pandemic, the adoption and effectiveness of COVID-19 tests and vaccines, the effect of governmental actions, changes in consumer

behavior, responses of our third-party business partners that offer our content through their platforms, and general economic activity, as described in Part II, Item 1A “Risk Factors” in ~~this~~our Annual Report on Form ~~10-Q.~~10-K.

InCommencing during the second half of March 2020 continuing through July 2020, we saw an increase in demand for our content from both current and potential ~~members, which has~~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. Beginning in August 2020, we ~~began to see~~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.

We reported net income of ~~$0.2 million and net loss of $15.3~~$1.6 million for the first nine months ~~ended September 30, 2020 and 2019, respectively.~~of 2021, an improvement of $1.4 million from $0.2 million for the first nine months of 2020.

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. We maintain a website at www.gaia.com. The website address has been included only as a textual reference. Our website and the information contained on it, or connected to it, are not incorporated by reference into this Form 10-Q. We are a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and have elected to take advantage of certain scaled disclosures available to smaller reporting companies.

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,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except per share data)	2020			2019			2020			2019			2021			2020			2021			2020
Revenues, net	$	17,537		$	13,660		$	48,201		$	39,291		$	20,405		$	17,537		$	58,744		$	48,201
Cost of revenues		2,264			1,801			6,248			5,186			2,626			2,264			7,573			6,248
Gross margin		87.1	%		86.8	%		87.0	%		86.8	%
Gross profit margin														87.1	%		87.1	%		87.1	%		87.0	%
Selling and operating		13,479			14,319			42,354			44,214			15,544			13,479			44,820			42,354
Corporate, general and administration		1,426			1,440			4,716			4,526			1,509			1,426			4,506			4,716
Income (loss) from operations		368			(3,900	)		(5,117	)		(14,635	)		726			368			1,845			(5,117	)
Interest and other income (expense), net		5,946			(241	)		5,395			(400	)		(79	)		5,946			(197	)		5,395
Income (loss) before income taxes		6,314			(4,141	)		278			(15,035	)
Income before income taxes														647			6,314			1,648			278
Provision for income taxes		—			3			69			45			—			—			—			69
Income (loss) from continuing operations		6,314			(4,144	)		209			(15,080	)
Income (loss) from discontinued operations		—			—			—			(258	)
Net income (loss)	$	6,314		$	(4,144	)	$	209		$	(15,338	)
Net income													$	647		$	6,314		$	1,648		$	209

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenues, net		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues		12.9	%		13.2	%		13.0	%		13.2	%		12.9	%		12.9	%		12.9	%		13.0	%
Gross profit		87.1	%		86.8	%		87.0	%		86.8	%		87.1	%		87.1	%		87.1	%		87.0	%
Expenses:
Selling and operating		76.9	%		104.8	%		87.9	%		112.5	%		76.2	%		76.9	%		76.3	%		87.9	%
Corporate, general and administration		8.1	%		10.5	%		9.8	%		11.5	%		7.4	%		8.1	%		7.7	%		9.8	%
Total operating expenses		85.0	%		115.4	%		97.7	%		124.0	%		83.6	%		85.0	%		84.0	%		97.7	%
Income (loss) from operations		2.1	%		(28.6	)%		(10.6	)%		(37.2	)%		3.6	%		2.1	%		3.1	%		(10.6	)%
Interest and other income (expense), net		33.9	%		(1.8	)%		11.2	%		(1.0	)%		(0.4	)%		33.9	%		(0.3	)%		11.2	%
Income (loss) before income taxes		36.0	%		(30.3	)%		0.6	%		(38.3	)%
Income before income taxes														3.2	%		36.0	%		2.8	%		0.6	%
Provision for income taxes		—	%		0.0	%		0.1	%		0.1	%		—	%		—	%		—	%		0.1	%
Income (loss) from continuing operations		36.0	%		(30.3	)%		0.4	%		(38.4	)%
Income (loss) from discontinued operations		—	%		—	%		—	%		(0.7	)%
Net income (loss)		36.0	%		(30.3	)%		0.4	%		(39.0	)%
Net income														3.2	%		36.0	%		2.8	%		0.4	%

Three months ended September 30, ~~2020~~2021 compared to three months ended September 30, ~~2019~~2020

Revenues, net. Revenues increased ~~$3.8~~$2.9 million, or ~~27.7%~~16.6%, to $20.4 million during the three months ended September 30, 2021, compared to $17.5 million during the three months ended September 30, 2020. This was primarily driven by an increase in both members and average monthly revenue per member compared to the year-earlier period. Revenues were not significantly impacted by inflation.

Cost of revenues. Cost of revenues increased $0.3 million, or 13.0%, to $2.6 million during the three months ended September 30, 2021, from $2.3 million during the three months ended September 30, 2020 due to increased revenues. As a percentage of net revenues, these costs were flat at 12.9% for both periods.

Selling and operating expenses. Selling and operating expenses increased $2.0 million, or 14.8% to $15.5 million during the three months ended September 30, 2021, compared to $13.5 million during the three months ended September 30, 2020, due primarily to personnel related costs and technology operating costs as we focus on expanding our international member base. As a percentage of

net revenues, these expenses decreased slightly to 76.2% for the three months ended September 30, 2021 from 76.9% for the three months ended September 30, 2020. The decrease was primarily due to an increase in revenues.

Corporate, general and administration expenses. Corporate, general and administration expenses increased $0.1 million or 7.1%, to $1.5 million during the three months ended September 30, 2021 from $1.4 million during the three months ended September 30, 2020 due primarily to increased insurance related costs. As a percentage of net revenues, these expenses decreased to 7.4% for the three months ended September 30, 2021 from 8.1% for the three months ended September 30, 2020, due to increased revenues in 2021.

Interest and other income (expense), net. Interest and other income (expense), net reflects the $6.1 million gain from the sale of a portion of our corporate campus during the third quarter of 2020 and the corresponding reduction in interest expense as we reduced our outstanding debt from $17.0 million to $6.3 million and also reduced the interest rate from 5.75% to 3.75%.

Nine months ended September 30, 2021 compared to ~~$13.7~~nine months ended September 30, 2020

Revenues, net. Revenues increased $10.5 million, or 21.8%, to $58.7 million during the ~~third quarter~~first nine months of ~~2019.~~2021, compared to $48.2 million during the first nine months of 2020. The increase was primarily driven by an increase in both members and average monthly revenue per member compared to the year-earlier period. Revenues were not significantly impacted by inflation.

Cost of revenues. Cost of revenues increased ~~$0.5~~$1.4 million, or ~~27.8%~~22.6%, to ~~$2.3~~$7.6 million during the ~~third quarter~~first nine months of ~~2020,~~2021, from ~~$1.8~~$6.2 million during the ~~third quarter~~first nine months of ~~2019 and, as~~2020 due to increased revenues. As a percentage of net revenues, these costs decreased to 12.9% during the ~~third quarter~~first nine months of ~~2020~~2021 from ~~13.2%~~13.0% during the ~~third quarter~~first nine months of ~~2019~~2020 primarily due to increased ~~revenues.~~revenues and an improvement in gross profit margin.

Selling and operating expenses. Selling and operating expenses ~~decreased $0.8~~increased $2.4 million, or ~~5.6%,~~5.7% to ~~$13.5~~$44.8 million during the ~~third quarter~~first nine months of ~~2020 from $14.3~~2021 compared to $42.4 million during the ~~third quarter~~first nine months of ~~2019~~2020 primarily as a result of increased transaction processing fees as a result of our increased billings in the current period and an increase in technology operating costs as we focus on expanding our international member base. As a percentage of net revenues, these expenses decreased to ~~76.9%~~76.3% during the ~~third quarter~~first nine months of ~~2020~~2021 from ~~104.8%~~87.9% during the ~~third quarter~~first nine months of ~~2019.~~2020. The decrease was primarily ~~driven by operating expense efficiencies overall as we continued~~due to ~~reduce our operating expense base through disciplined expense management.~~an increase in revenues.

Corporate, general and administration expenses. Corporate, general and administration expenses ~~were flat at $1.4~~decreased $0.2 million ~~for both periods and, as~~or 4.3%, to $4.5 million during the first nine months of 2021 from $4.7 million during the first nine months of 2020 due primarily to disciplined expense management. As a percentage of net revenues, these expenses decreased to ~~8.1%~~7.7% during the ~~third quarter~~first nine months of 2021 from 9.8% during the first nine months of 2020, ~~from 10.5% during the third quarter of 2019 as a result of~~due to reduced expenses and increased ~~revenues.~~revenues in 2021.

Interest and other income (expense), net. Interest and other income (expense), net ~~reflect~~reflects the $6.1 million gain from the sale of a portion of our corporate campus during the third quarter of 2020 and the corresponding reduction in interest expense as we ~~used the proceeds in September 2020 to repay $13.0~~reduced our outstanding debt from $17.0 million ~~of debt that had an interest rate of 5.75%.~~

~~Net income. As a result of the above factors net income increased~~ to $6.3 million ~~or $0.33 per share, during~~and also reduced the ~~third quarter of 2020 compared~~interest rate from 5.75% to a net loss of $4.1 million, or $0.23 per share, during the third quarter of 2019. Excluding the gain from the sale of a portion of our corporate campus, net income was $0.2 million or $0.01 per share during the third quarter of 2020.3.75%.

~~Nine months ended September 30, 2020 compared to nine months ended September 30, 2019~~

~~Revenues, net~~. Revenues increased $8.9 million, or 22.6%, to $48.2 million during the first nine months of 2020, compared to $39.3 million during the first nine months of 2019. The increase was primarily driven by an increase in both members and average monthly revenue per member compared to the year-earlier period. Revenues were not significantly impacted by inflation.

~~Cost of revenues~~. Cost of revenues increased $1.0 million, or 19.2%, to $6.2 million during the first nine months of 2020, from $5.2 million during the first nine months of 2019 and, as a percentage of net revenues, decreased to 13.0% during the first nine months of 2020 from 13.2% during the first nine months of 2019 primarily due to increased revenues.

~~Selling and operating expenses~~. Selling and operating expenses decreased $1.8 million, or 4.1%, to $42.4 million during the first nine months of 2020 from $44.2 million during the first nine months of 2019, and, as a percentage of net revenues, decreased to 87.9% during the first nine months of 2020 from 112.5% during the first nine months of 2019. The decrease was primarily due to operating expense efficiencies overall as we continued to reduce our operating expense base through disciplined expense management.

~~Corporate, general and administration expenses~~. Corporate, general and administration expenses increased $0.2 million or 4.4%, to $4.7 million during the first nine months of 2020 from $4.5 million during the first nine months of 2019 and, as a percentage of net revenues, decreased to 9.8% during the first nine months of 2020 from 11.5% during the first nine months of 2019, due to increased revenues in 2020.

~~Interest and other income (expense), net.~~ ~~Interest and other income (expense), net reflect the $6.1 million gain from the sale of a portion of our corporate campus during the third quarter of 2020.~~

~~Net income~~. As a result of the above factors, net income was $0.2 million, or $0.01 per share, during the first nine months of 2020 compared to a net loss of $15.3 million, or $0.84 per share, during the first nine months of 2019.

Our member base growth reflects seasonal variations driven primarily by 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. Historically, our member growth is generally greatest in the fourth and first quarters (October through February), and slowest in ~~May~~the second and third quarters (May through ~~August.~~August). This drives quarterly variations in our spending on member acquisition efforts but does not drive a corresponding seasonality in net revenue.

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. ~~At September 30, 2020, our cash balance was $8.7 million. We estimate that our~~

Our budgeted content and capital expenditures ~~including investments in our media library, will total approximately $4.0 million~~ for the remainder of ~~2020.~~2021 are $4 million to $6 million which we intend to fund with cash flows generated from operations. These planned ~~capital~~ 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 ~~can~~have the ability to scale ~~the planned~~ expenditures based on the available cash flows from ~~operations as there are no contractual commitments with, or dependencies on, third parties. Since beginning~~operations. We began to generate cash flows from operations in October 2019 weand have continued to increase the cash flows generated ~~$10.6~~from operations each subsequent quarter. We expect to continue generating cash flows from operations during the remainder of 2021. We generated approximately $14.6 million in cash flows from operations during the first nine months of 2021, which covered our investment of $13.4 million in our media library and ~~we expect~~our digital platform during the period. As of September 30, 2021, our cash balance increased to ~~continue generating cash for the remainder of 2020.~~

On April 26, 2019, we replaced the $12.5 million line of credit of our wholly owned subsidiary Boulder Road LLC with a $17.0 million mortgage with BDS III Mortgage Capital B LLC, as lender. This mortgage was paid off in September 2020 and replaced with a $4.0 million unsecured promissory note that bears interest at 5.75% per annum and is due on the earlier of January 3, 2022 or the date on which Boulder Road and Westside Boulder finance their interest in the property that houses our corporate campus.$14.4 million.

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, and potential ~~borrowing~~capital raising capabilities ~~should~~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 primary sources (uses) of cash during the periods presented:

	For the Nine Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands)	2020			2019			2021			2020
Net cash provided by (used in):
Operating activities - continuing operations	$	7,197		$	(5,996	)
Operating activities - discontinued operations		—			76
Operating activities		7,197			(5,920	)	$	14,586		$	7,197
Investing activities		2,781			(16,489	)		(13,355	)		2,781
Financing activities		(12,751	)		4,092			592			(12,751	)
Net decrease in cash	$	(2,773	)	$	(18,317	)
Net change in cash							$	1,823		$	(2,773	)

Operating activities. Cash flows from operations improved ~~$13.1~~$7.4 million during the first nine months of ~~2020~~2021 compared to the same period in ~~2019.~~2020. The ~~improvement~~increase was primarily driven by ~~disciplined expense management, growth in our member base and~~ an increase in earnings before depreciation, amortization and share based compensation of $7.6 million (excluding the ~~number~~one-time gain on the sale of ~~members electing to pay for their annual membership~~real estate in ~~advance.~~2020) offset by changes in working capital.

Investing activities. Cash flows ~~from~~used in investing activities ~~improved $19.3~~increased $16.1 million during the first nine months of ~~2020~~2021 compared to the same period in ~~2019~~2020 primarily due to ~~alignment of our content and product investments to our cash flows from operations and revenue growth and the~~ $13.2 million in proceeds in the prior period from the sale of a portion of our corporate campus. Excluding this, cash flows used in investing activities increased $2.9 million, which reflects the increased investment in our original content library.

Financing activities. Cash flows from financing activities ~~declined $16.8~~improved $13.3 million during the first nine months of ~~2020~~2021 compared to the same period in the prior year. ~~During 2019,~~In September 2020, we ~~replaced our $12.5 million line of credit with~~repaid the $17.0 million mortgage discussed ~~above. The balance of the mortgage was repaid in September 2020,~~above, which was partially offset by ~~the~~a new $4.0 million promissory ~~note discussed above.~~note.

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 September 30, ~~2020,~~2021, 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 September 30, ~~2020,~~2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The disclosure below modifies the risk factors previously disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2019. These risks and uncertainties, along with those previously disclosed, could materially adversely affect our business or financial results.

The global spread of COVID-19 and the various measures to contain it are affecting the macroeconomic environment and while the full impact remain uncertain, our business and results of operations could be materially adversely affected. Gaia has experienced some increase in member growth and utilization as more people stay at home and rely on video content, but the longer-term economic impact is expected to adversely affect consumer spending on discretionary items and may decrease demand for our service. The impact on our business will depend on a number of factors such as the duration and extent of COVID-19, governmental actions, changes in consumer behavior, responses of our third-party business partners that offer our content through their platforms, and general economic activity.

We are ~~attempting to conduct business~~a smaller reporting company as ~~usual to~~defined in Rule 12b-2 of the ~~extent possible~~Securities and Exchange Act of 1934 and are ~~complying with~~not required to provide the applicable orders issued by the Governor of Colorado. We canceled and postponed live events that were scheduled for March through December and will be limiting in person capacity for events held at GaiaSphere, our 300-person live event studio located on our campus in Colorado. The loss of revenue and exposure from such events will negatively affect us.information under this item.

~~The impact of the COVID-19 pandemic may also exacerbate other risks discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K, any of which could have a material effect on us.~~

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 ~~November 6, 2020~~October 28, 2021
Class A Common Stock ($~~.0001~~0.0001 par value)		~~13,782,951~~13,917,987
Class B Common Stock ($~~.0001~~0.0001 par value)		5,400,000

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	3

	Condensed Consolidated Balance Sheets at September 30, ~~2020~~2021 and December 31, ~~2019~~2020	4

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020	5

	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020	7

	Notes to interim condensed consolidated financial statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1312

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1715

Item 4.	Controls and Procedures	1716

PART II—OTHER INFORMATION		1817

Item 1.	Legal Proceedings	1817

Item 1A.	Risk Factors	1817

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1817

Item 3.	Defaults Upon Senior Securities	1817

Item 4.	Mine Safety Disclosures	1817

Item 5.	Other Information	1817

Item 6.	Exhibits	1918

	SIGNATURES	2019

(in thousands)
2020 (remaining)	$	250
2021		1,001
2022		1,001
2023		1,001
2024		1,001
Thereafter		6,358
Future lease payments, gross		10,612
Less: Imputed interest		(1,800	)
Operating lease liability	$	8,812

(in thousands)
2021 (remaining)	$	250
2022		1,001
2023		1,001
2024		1,008
2025		1,035
Thereafter		5,316
Future lease payments, gross		9,611
Less: Imputed interest		(1,484	)
Operating lease liability	$	8,127


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

Exhibit No.		Description
~~10.1~~		~~Purchase and Sale Agreement dated as of September 9, 2020 between Boulder Road LLC and Westside Boulder, LLC~~ ~~(incorporated by reference to Exhibit 10.1 of Gaia’s current report on Form 8-K dated September 9, 2020 and filed on September 10, 2020).~~

~~10.2~~		Master Lease dated as of September 9, 2020, between Boulder Road LLC as lessee and Boulder Road LLC and Westside Boulder, LLC, tenants in common, as lessors (incorporated by reference to Exhibit 10.2 of Gaia’s current report on Form 8-K dated September 9, 2020 and filed on September 20, 2020).

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 Chief 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 Chief 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)

November ~~9, 2020~~1, 2021	By:	/s/ Jirka Rysavy
Date		Jirka Rysavy
		Chief Executive Officer
		(authorized officer)

November ~~9, 2020~~1, 2021	By:	/s/ Paul Tarell
Date		Paul Tarell
		Chief Financial Officer
		(principal financial and accounting officer)