Gaia (GAIA) 10-K 6 Mar 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Feb. 21, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Trading Symbol	GAIA
Entity Registrant Name	GAIA, INC
Entity Central Index Key	0001089872
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity File Number	000-27517
Entity Tax Identification Number	84-1113527
Entity Address, Address Line One	833 WEST SOUTH BOULDER ROAD
Entity Address, City or Town	LOUISVILLE
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80027
City Area Code	303
Local Phone Number	222-3600
Entity Interactive Data Current	Yes
Title of 12(b) Security	Class A Common Stock, $0.0001 Par Value
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	CO
Document Annual Report	true
Document Transition Report	false
Entity Public Float			$ 58,050,000
Documents Incorporated by Reference	Part III incorporates by reference certain portions of the definitive proxy statement for the registrant’s 2023 Annual Meeting of Shareholders to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K.
Auditor Firm ID	32
Auditor Name	Armanino LLP
Auditor Location	Dallas, Texas
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,425,974
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,400,000

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 11,562	$ 10,269
Accounts receivable	2,955	2,728
Prepaid expenses and other current assets	2,656	1,986
Total current assets	17,173	14,983
Media library, software and equipment, net	51,115	50,558
Right-of-use lease asset, net	7,093	7,871
Real estate, investment and other assets, net	30,979	31,394
Goodwill	31,943	28,870
Total assets	138,303	133,676
Current liabilities:
Accounts payable, accrued and other liabilities	12,355	14,102
Short-term debt and lease liability	894	860
Deferred revenue	14,124	14,847
Total current liabilities	27,373	29,809
Long-term debt, net	14,958	6,109
Long-term lease liability	6,489	7,234
Deferred taxes	499	309
Total liabilities	49,319	43,461
Gaia, Inc. shareholders’ equity:
Additional paid-in capital	164,180	162,316
Accumulated deficit	(75,198)	(72,103)
Total shareholders' equity	88,984	90,215
Total liabilities and shareholders' equity	138,303	133,676
Class A Common Stock [Member]
Gaia, Inc. shareholders’ equity:
Common stock	1	1
Class B Common Stock [Member]
Gaia, Inc. shareholders’ equity:
Common stock	$ 1	$ 1

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	15,406,186	15,061,337
Common stock, shares outstanding	15,406,186	15,061,337
Class B Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	5,400,000	5,400,000
Common stock, shares outstanding	5,400,000	5,400,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues, net	$ 82,035	$ 79,573
Cost of revenues	10,915	10,526
Gross profit	71,120	69,047
Expenses:
Selling and operating	64,155	60,577
Corporate, general and administration	7,181	6,125
Acquisition costs	49	360
Total operating expenses	71,385	67,062
Income (loss) from operations	(265)	1,985
Interest and other expense, net	(268)	(265)
Anticipated SEC settlement	(2,000)
Income (loss) before income taxes	(2,533)	1,720
Provision for (benefit from) income taxes	202	(2,011)
Income (loss) from continuing operations	(2,735)	3,731
Loss from discontinued operations	(360)
Net income (loss)	$ (3,095)	$ 3,731
Basic
Continuing operations	$ (0.13)	$ 0.19
Discontinued operations	(0.02)
Basic Earnings (loss) per share	(0.15)	0.19
Diluted
Continuing operations	(0.13)	0.19
Discontinued operations	(0.02)
Diluted Earnings (loss) per share	$ (0.15)	$ 0.19
Weighted-average shares outstanding:
Basic	20,716	19,307
Diluted	20,716	19,834

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	Accumulated Deficit	Common Stock	Additional Paid-in Capital
Beginning balance at Dec. 31, 2020	$ 74,235	$ (75,834)	$ 2	$ 150,067
Beginning balance (in shares) at Dec. 31, 2020			19,182,951
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation	684			684
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation (in shares)			17,895
Net income (loss)	358	358
Ending balance at Mar. 31, 2021	75,277	(75,476)	$ 2	150,751
Ending balance (in shares) at Mar. 31, 2021			19,200,846
Beginning balance at Dec. 31, 2020	74,235	(75,834)	$ 2	150,067
Beginning balance (in shares) at Dec. 31, 2020			19,182,951
Share-based compensation	1,710
Net income (loss)	3,731
Ending balance at Dec. 31, 2021	90,215	(72,103)	$ 2	162,316
Ending balance (in shares) at Dec. 31, 2021			20,461,337
Beginning balance at Mar. 31, 2021	75,277	(75,476)	$ 2	150,751
Beginning balance (in shares) at Mar. 31, 2021			19,200,846
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation	771			771
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation (in shares)			117,141
Net income (loss)	643	643
Ending balance at Jun. 30, 2021	76,691	(74,833)	$ 2	151,522
Ending balance (in shares) at Jun. 30, 2021			19,317,987
Share-based compensation	533			533
Net income (loss)	647	647
Ending balance at Sep. 30, 2021	77,871	(74,186)	$ 2	152,055
Ending balance (in shares) at Sep. 30, 2021			19,317,987
Issuance of Gaia, Inc. common stock for business combination	9,724			9,724
Issuance of Gaia, Inc. common stock for business combination (in shares)			1,134,613
Share-based compensation	537			537
Share-based Compensation (in shares)			8,737
Net income (loss)	2,083	2,083
Ending balance at Dec. 31, 2021	90,215	(72,103)	$ 2	162,316
Ending balance (in shares) at Dec. 31, 2021			20,461,337
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation	540			540
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation (in shares)			313,823
Net income (loss)	86	86
Ending balance at Mar. 31, 2022	90,841	(72,017)	$ 2	162,856
Ending balance (in shares) at Mar. 31, 2022			20,775,160
Beginning balance at Dec. 31, 2021	90,215	(72,103)	$ 2	162,316
Beginning balance (in shares) at Dec. 31, 2021			20,461,337
Share-based compensation	1,821
Net income (loss)	(3,095)
Ending balance at Dec. 31, 2022	88,984	(75,198)	$ 2	164,180
Ending balance (in shares) at Dec. 31, 2022			20,806,186
Beginning balance at Mar. 31, 2022	90,841	(72,017)	$ 2	162,856
Beginning balance (in shares) at Mar. 31, 2022			20,775,160
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation	433			433
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation (in shares)			31,026
Net income (loss)	116	116
Ending balance at Jun. 30, 2022	91,390	(71,901)	$ 2	163,289
Ending balance (in shares) at Jun. 30, 2022			20,806,186
Share-based compensation	337			337
Net income (loss)	(2,375)	(2,375)
Ending balance at Sep. 30, 2022	89,352	(74,276)	$ 2	163,626
Ending balance (in shares) at Sep. 30, 2022			20,806,186
Share-based compensation	554			554
Net income (loss)	(922)	(922)
Ending balance at Dec. 31, 2022	$ 88,984	$ (75,198)	$ 2	$ 164,180
Ending balance (in shares) at Dec. 31, 2022			20,806,186

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net income (loss)	$ (3,095)	$ 3,731
Loss from discontinued operations	360
Income (loss) from continuing operations	(2,735)	3,731
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	15,938	13,145
Share-based compensation	1,821	1,710
Provision for (benefit from) income taxes	202	(2,011)
Changes in operating assets and liabilities:
Accounts receivable	(227)	(682)
Prepaid expenses and other assets	(670)	8
Accounts payable and accrued liabilities	(1,726)	4,192
Deferred revenue	(723)	774
Net cash provided by operating activities- continuing operations	11,880	20,867
Net cash used in operating activities - discontinued operations	(360)
Net cash provided by operating activities	11,520	20,867
Investing activities:
Acquisitions, net of cash acquired, and purchase of intangible assets	(847)	(6,518)
Additions to media library, software and equipment and other assets	(18,257)	(17,340)
Net cash used in investing activities	(19,104)	(23,858)
Financing activities:
Proceeds from borrowings under revolving line of credit	9,000
Proceeds from the issuance of common stock	43	815
Repayments of debt	(166)	(160)
Net cash provided by financing activities	8,877	655
Net increase (decrease) in cash	1,293	(2,336)
Cash at beginning of year	10,269	12,605
Cash at end of year	11,562	10,269
Supplemental cash flow information
Interest paid	301	1,144
Income taxes paid	$ 12	129
Value of shares issued for acquisition and business combination		$ 9,724

Organization, Nature of Operati

Organization, Nature of Operations, and Principles of Consolidation	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Organization, Nature of Operations, and Principles of Consolidation	1. Organization, Nature of Operations, and Principles of Consolidation Gaia, Inc. operates a global digital video subscription service and on-line community that caters to a unique and 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 vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, and more – exclusively available to our members for digital streaming. A subscription also allows our members to download and view files from our library without being actively connected to the internet. We were incorporated under the laws of the State of Colorado on July 7, 1988. In December 2021 , we completed our acquisition of Yoga International, Inc. (“Yoga International”) as discussed further in Note 4. The acquisition of Yoga International has expanded our offerings to include a stand-alone subscription yoga service and expanded our content offering with over 4,000 hours of unique content tailored to yoga consumers interested in the philosophy and lifestyle of yoga. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, and they include our accounts and those of our subsidiaries, over which we exercise control. Intercompany transactions and balances have been eliminated.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Cash Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars. We consider investments in financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. We also classify amounts in transit from payment processors for member credit card and debit card transactions as cash. Accounts Receivable Accounts receivable consists primarily of amounts due from partners who have the billing relationship with the member and collect subscription fees on our behalf. We evaluate the need for an allowance for doubtful accounts based on historical collection trends, the financial condition of the partners and other factors as appropriate and determined no allowance was needed at December 31, 2022 and 2021 . Property and Equipment We state property and equipment at cost less accumulated depreciation and amortization. Property and equipment are included in Media library, software and equipment in the accompanying consolidated balance sheets. We include in property and equipment the cost of internal-use software, including software used in connection with our websites. We expense all costs related to the development of internal-use software other than those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them over the estimated useful life of the software, which is typically three years . We compute depreciation of property and equipment on the straight-line method over estimated useful lives, generally 3 to 45 years. We amortize building improvements over the shorter of the estimated useful lives of the assets or remaining life of the building. Depreciation expense is included in selling and operating expense, and corporate, general and administration expense in the accompanying consolidated statements of operations. Media Library Media library represents the lower of unamortized cost or net realizable value of capitalized costs to produce our proprietary media content, rights obtained through license arrangements and digital media content acquired through asset purchases or business combinations. We amortize our media library in cost of revenues on a straight-line basis over the shorter of the license period or the estimated useful life of the titles, which typically ranges from 12 to 90 months . The amortization period begins with the first month of availability on our service. Our media library is reviewed at the film group level for impairment when an event or change in circumstances indicates that the carrying amount may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the film group to estimated undiscounted future cash flows expected to be generated by the film group. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value exceeds the fair value. Goodwill Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. We have only one reporting unit; therefore, goodwill is assessed at the enterprise level. We review goodwill for impairment annually on December 31 or more frequently if indicators of impairment are identified. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of goodwill is less than its carrying amount. If it is determined that the estimated fair value of goodwill is more likely than not greater than the carrying amount of goodwill, then an impairment test is unnecessary. If it is determined that an impairment test is necessary, then we compare the estimated fair value of goodwill with its carrying amount. If the estimated fair value of goodwill exceeds its carrying amount, we consider the goodwill not impaired. If the carrying amount of goodwill exceeds its estimated fair value, we will record an impairment loss for the difference. We use either a comparable market approach or a traditional present value method to test for potential impairment. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. During 2022 and 2021 , no impairment of goodwill was indicated. Long-Lived Assets We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. During 2022 and 2021 , no impairment of long-lived assets was recognized. Income Taxes We provide for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not. 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 revenues consist of subscription fees collected from members that have not been earned and are 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 to 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. Discontinued Operations Yoga International historically had a line of business focused on transactional course sales. This content was rolled into the subscription offering at the end of 2021 and this line of business was discontinued in 2022 as the contractual commitments related to this line of business lapse. 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 statement of operations. Business Combinations Gaia recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement. The authoritative guidance allows a measurement period of up to one year from the date of acquisition to make adjustments to the preliminary allocation of the purchase price. As a result, during the measurement period we may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon conclusion of the measurement period or final determination of the values of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the consolidated statement of operations. Marketing Marketing costs consist primarily of advertising expenses, which include promotional activities such as online advertising and public relations expenditures. Advertising costs are expensed as incurred and included in selling and operating expense in the accompanying consolidated statements of operations. During 2022 and 2021, we expensed marketing and advertising costs of $ 30.5 million and $ 31.3 million, respectively. Share-Based Compensation We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time-based awards over the service period. Since 2019, we have only granted restricted stock units, for which we utilize the intrinsic valuation model to estimate fair value. Segment Information Gaia’s Chief Executive Officer is the chief operating decision maker, who reviews Gaia’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, we have determined that we operate in a single reporting segment. Defined Contribution Plan We have adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. The 401(k) plan permits, but does not require, us to make additional matching contributions to the 401(k) plan on behalf of all participants in the 401(k) plan. We match 50 % of an employee’s contribution, up to an annual maximum matching contribution of $ 3,000 . We made matching contributions to the 401(k) plan of $ 0.3 million in each of the years ended December 31, 2022 and 2021 . Fair Value Measurements Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The carrying amounts of our cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Leases As discussed in Note 8, we entered into an operating lease in connection with the sale of a portion of our corporate campus. 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. Leases with an initial term of 12 months or less are not recognized on the balance sheet and the expense for these short-term leases are recognized on a straight-line basis over the lease term. Variable lease payments are not included in the lease payments used to measure the lease liability and are expensed as incurred. 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. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method. Investments Investments in unconsolidated subsidiaries, joint ventures, and other investees in which we have an interest of 20 to 50 percent and can exercise significant influence are accounted for using the equity method. Under this method of accounting, we record our proportionate share of the net earnings or losses of the equity method investee and a corresponding increase or decrease to the investment balance. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Our investment is carried at fair value, but we have used the practical expedient guidance to record at cost, with adjustments for other-than-temporary declines in fair value as applicable. We evaluate our investment for impairment annually and when factors indicate that a significant decrease in value has occurred. Variables considered in making such assessments may include near-term prospects of the investees and the investees’ capital structure, as well as other economic variables which reflect assumptions market participants may use in pricing these assets. If an investment is deemed to have experienced an other-than-temporary decline below its carrying value basis, we reduce the carrying amount of the investment to its quoted or estimated fair value, as applicable, and establish a new carrying value for the investment. We did no t record any impairment charges on our investments during the years 2022 or 2021 . 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 consolidated 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.

Media Library, Software and Equ

Media Library, Software and Equipment	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Media Library, Software and Equipment	3. Media Library, Software and Equipment Media library, software and equipment stated at lower of cost or net realizable value, consists of the following as of December 31: (in thousands) 2022 2021 Website development and other software $ 18,805 $ 17,639 Studio, computer and telephone equipment 1,992 2,060 Media library: Acquired media 7,812 9,989 Licensed media 5,895 5,874 Produced media 48,001 41,701 Produced media in progress 2,881 2,893 85,386 80,156 Accumulated depreciation and amortization ( 34,271 ) ( 29,598 ) $ 51,115 $ 50,558 As described in Note 2, amortization is over typically 12 - 90 months commencing with the month the content is available on our site and is included in cost of revenues on the accompanying consolidated statements of operations. Amortization expense for our media library was $ 8.3 million and $ 6.5 million during 2022 and 2021, respectively. Future depreciation and amortization is expected to be: (in thousands) Acquired Licensed Produced Website Development and Other Software Studio, Computer and Telephone Equipment Total 2023 $ 1,039 $ 946 $ 6,626 $ 5,206 $ 486 $ 14,303 2024 1,039 805 6,265 3,459 346 11,914 2025 921 637 5,638 1,286 220 8,702 2026 881 413 4,746 — 84 6,124 2027 735 227 3,546 — 14 4,522 Thereafter 1,080 146 4,324 — — 5,550 $ 5,695 $ 3,174 $ 31,145 $ 9,951 $ 1,150 $ 51,115

Business Combinations

Business Combinations	12 Months Ended
	Dec. 31, 2022
Business Combinations [Abstract]
Business Combinations	4. Business Combinations On December 22, 2021 , Gaia, entered into and completed its acquisition of Yoga International pursuant to an Agreement and Plan of Merger (“Merger Agreement”). At closing all of the issued and outstanding shares of Yoga International preferred and common stock were converted into the right to receive an aggregate of $ 9.1 million in cash plus a total of 1,134,613 shares of Gaia Class A common stock. The initial cash consideration was reduced by $ 1.5 million to offset Yoga International’s working capital shortfall at closing pursuant to the terms of the Merger Agreement. The determination of the number of shares issued pursuant to the Merger Agreement was based on the ten-day volume weighted average price of Gaia Class A common stock as listed on the Nasdaq Global Market during the ten trading-day period ending on December 16, 2021 (the third trading day before the last business day prior to the date of the Merger Agreement). Half of the shares of Gaia Class A common stock issued were subject to a six-month holdback arrangement and the other half were subject to a holdback until January 1, 2023. Included in the aggregate cash consideration was $ 1.0 million of deferred cash consideration that was due and payable on March 1, 2022 subject to certain adjustments related to closing liabilities. We paid $ 0.9 million of this deferred cash consideration in March 2022. These adjustments have been factored into the purchase price summarized below. The acquisition expanded Gaia’s content library by 4,000 hours of content and also added a stand-alone digital yoga subscription service to Gaia’s offerings. With the acquisition, Gaia now has a subscription offering tailored to the unique needs of consumers focused on the lifestyle and philosophy of yoga. The acquisition was accounted for as a business combination and the total purchase price of $ 17.2 million was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date with the excess recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on their fair values. As of December 31, 2022, we have finalized our purchase price allocation, which resulted in measurement period adjustments that increased goodwill by $ 3.1 million, increased other liabilities by $ 0.9 million and reduced content library by $ 2.2 million. The purchase price components are summarized in the following table: (in thousands) Total Fair value of Class A common stock transferred $ 9,724 Cash consideration 7,473 Total purchase price, as adjusted $ 17,197 The following table presents the final purchase price allocation, as adjusted, recorded in Gaia’s consolidated balance sheet as of December 31, 2022: (in thousands) Total Cash $ 829 Accounts receivable 21 Prepaid expenses and other current assets 248 Media library, software and equipment 47 Intangible assets 7,063 Goodwill 14,654 Accounts payable and other liabilities ( 1,889 ) Deferred tax liability for acquired intangible assets ( 2,079 ) Deferred revenue ( 1,697 ) Total purchase price $ 17,197 Identifiable intangible assets are comprised of the following as of December 31, 2022: (in thousands) Total Estimated Life (months) Customer relationships $ 2,000 48 Content library 4,793 90 Tradenames 270 48 Total intangible assets acquired $ 7,063 Customer relationships consists of the estimated value of future cash flows from current Yoga International members. These relationships are on a month-to-month basis for monthly plans and on an annual basis for annual plans. Content library consists of the fair value of approximately 4,000 hours of original content acquired. Tradenames represent the value of the Yoga International brand. Goodwill generated from this acquisition primarily represents the value that is expected from the increased scale and synergies as a result of the integration of both businesses. Goodwill is not deductible for tax purposes. The estimated fair value of the intangible assets acquired was determined by Gaia. We engaged a third‑party expert to assist with the valuation analysis. The Company used a multi period excess earnings method to value customer relationships, a cost approach to value the content library and a relief from royalty method to value tradenames. The net tangible assets were valued at their respective carrying amounts as of the acquisition date, as we believe that these amounts approximate their current fair values. During the years ended December 31, 2022 and 2021, Gaia incurred costs related to this acquisition of $ 0.05 million and $ 0.4 million, respectively, which are included in acquisition costs in the accompanying consolidated statements of operations. The following unaudited pro forma condensed combined financial information gives effect to the acquisition of Yoga International as if it was consummated on January 1, 2021 (the beginning of the comparable prior reporting period). There were no material pro forma adjustments required. This unaudited data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2021. It should not be taken as representative of future results of operations of the combined company. The following table presents the unaudited pro forma condensed combined financial information: For the Year Ended December 31, (in thousands) 2021 Revenues $ 89,488 Net income (loss) 4,569

Investment, Real Estate and Oth

Investment, Real Estate and Other Assets	12 Months Ended
	Dec. 31, 2022
Investment Real Estate And Other Assets [Abstract]
Investment, Real Estate and Other Assets	5. Investment, Real Estate and Other Assets We sold a 50 % undivided interest in a portion of our corporate campus on September 9, 2020 as further discussed in Note 9 to the consolidated financial statements. As of December 31, 2020, we reported the retained interest as investment in real estate and reclassified our real estate to investment, real estate and other assets on our accompanying consolidated balance sheets. In 2016, we purchased 10 % of the outstanding common stock and associated voting rights of a privately held Colorado corporation for $ 10.0 million. We are accounting for this investment at fair value, but have utilized the practical expedient guidance to record at cost. As part of our initial investment, we have the right, but not the obligation, to purchase additional shares. If we elect not to utilize our right to purchase additional shares or transfer these rights to another party by certain deadlines, we may be required to surrender and forfeit our existing stock ownership. Investment, real estate and other assets consist of the following as of December 31: (in thousands) 2022 2021 Corporate campus, net $ 12,170 $ 12,747 Studio building, net 1,999 2,164 Investment, recorded at cost 10,000 10,000 Other assets 4,556 3,662 Other intangible assets, net 2,254 2,821 $ 30,979 $ 31,394

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	6. Goodwill and Other Intangible Assets The following table sets forth changes in goodwill: (in thousands) Balance at December 31, 2021 $ 28,870 Measurement period adjustment 3,073 Balance at December 31, 2022 $ 31,943 The following table represents our other intangible assets by major asset class as of the dates indicated, which are included in Investments and Other Assets on the accompanying consolidated balance sheets as of December 31: (in thousands) 2022 2021 Amortizable Intangible Assets Customer relationships $ 2,000 $ 2,000 Tradenames 270 270 Accumulated amortization ( 579 ) ( 12 ) $ 1,691 $ 2,258 Unamortized Intangible Assets Domain names $ 563 $ 653 The customer related intangible assets are amortized on a straight-line basis over 12 months. Amortization expense was $ 568 thousand and $ 12 thousand for 2022and 2021 , respectively. Future amortization of our amortizable intangible assets as of December 31, 2022 is expected to be as follows: (in thousands) 2023 $ 568 2024 568 2025 555 $ 1,691

Accounts Payable, Accrued and O

Accounts Payable, Accrued and Other Liabilities	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts Payable, Accrued and Other Liabilities	7. Accounts Payable, Accrued and Other Liabilities Accounts payable, accrued and other liabilities consist of the following as of December 31: (in thousands) 2022 2021 Accounts payable $ 7,382 $ 9,079 Accrued compensation 1,049 2,005 Anticipated SEC settlement 2,000 — Deferred cash purchase consideration — 866 Accrued expenses 1,924 2,152 $ 12,355 $ 14,102

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	8. Leases In connection with the sale of a portion of our corporate campus as further discussed in Note 9 to the consolidated financial statements, we leased the property pursuant to a master lease for a 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 lease term. On commencement of the lease, we recorded a right-of-use asset and operating lease liability of $ 8.8 million. 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: December 31, December 31, (in thousands) Balance Sheet Classification 2022 2021 Right-of-use asset Right-of-use lease asset, net $ 7,093 $ 7,871 Operating lease liability (current) Accounts payable, accrued and other liabilities $ 745 $ 718 Operating lease liability (non-current) Long-term lease liability 6,489 7,234 $ 7,234 $ 7,952 For the Year Ended December 31, (in thousands) 2022 2021 Cash paid for operating lease liabilities $ 1,001 $ 1,001 Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of December 31, 2022 is expected to be as follows: (in thousands) 2023 1,001 2024 1,008 2025 1,035 2026 1,064 2027 1,093 Thereafter 3,160 Future lease payments, gross 8,361 Less: Imputed interest ( 1,127 ) Operating lease liability $ 7,234

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	9. D ebt 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 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 December 31, 2022, $ 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 December 31, 2022. 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 as follows: (in thousands) 2023 150 2024 156 2025 14,801 $ 15,107

Contingencies

Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Contingencies	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 December 31, 2022 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 In June 2020, Gaia received a request for voluntary production of documents in an investigation by the staff of the Denver Regional Office (the “Staff”) of the U.S. Securities and Exchange Commission (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 Chief Financial Officer (“CFO”) reached an agreement in principle with the Staff on a framework for a complete resolution of the investigation. The agreement in principle contemplates that Gaia would consent, without admitting or denying any findings, to the entry of an administrative order: (1) finding that Gaia (a) misstated in its April 29, 2019 earnings release and earnings call 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) requiring Gaia to pay a total civil monetary penalty of $ 2.0 million over a one-year period for these violations. At the same time, the CFO would consent, without admitting or denying any findings, to the entry of an administrative order: (1) finding that the CFO caused Gaia's misstatements in the April 29, 2019 earnings release and earnings call that is described above; and (2) requiring the CFO to pay a civil monetary penalty of $ 0.05 million. The contemplated settlement with Gaia and the CFO involve violations that require only negligence rather than intentional conduct. There can be no assurance that the contemplated settlement will be finalized and approved. Based on Gaia's agreement in principle with the Staff, however, Gaia has accrued a liability in the amount of $ 2.0 million. This liability is included in Accounts payable, accrued and other liabilities on the accompanying condensed consolidated balance sheets and as a separate line in the consolidated statements of operations.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	11. Earnings (Loss) Per Share Basic earnings (loss) 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 computation of earnings per share is as follows: For the Year Ended December 31, (in thousands, except per share data) 2022 2021 Diluted earnings per share: Net income (loss) $ ( 3,095 ) $ 3,731 Shares used in computation: Weighted-average common stock outstanding 20,716 19,307 Common stock equivalents — 527 Weighted-average number of shares 20,716 19,834 Diluted earnings (loss) per share $ ( 0.15 ) $ 0.19 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 Year Ended December 31, (in thousands) 2022 2021 Employee stock options and restricted stock units 336 15

Shareholders_ Equity

Shareholders’ Equity	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholders’ Equity	12. Shareholders’ Equity Our common stock has two classes, Class A and Class B. Each holder of our Class A common stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders. Each holder of our Class B common stock is entitled to ten votes on all matters submitted to a vote of shareholders. There are no cumulative voting rights. All holders of our Class A common stock and our Class B common stock vote as a single class on all matters that are submitted to the shareholders for a vote, except as provided by law or as set forth in our charter. Shareholders may consent to an action in writing and without a meeting under certain circumstances. Jirka Rysavy, our chairman and CEO, holds 100 % of our 5,400,000 outstanding shares of Class B common stock and also owns 475,061 shares of Class A common stock. Consequently, our chairman holds approximately 78 % of our voting stock and is able to exert substantial influence over and to control matters requiring approval by shareholders, including the election of directors, increasing our authorized capital stock, or a merger or sale of substantially all of our assets. As a result of Mr. Rysavy’s control of us, no change of control can occur without Mr. Rysavy’s consent. Our Class A common stock and our Class B common stock are entitled to receive dividends, if any, as may be declared by our board of directors out of legally available funds. In the event of a liquidation, dissolution or winding up of Gaia, our Class A common stock and our Class B common stock are entitled to share ratably in our assets remaining after the payment of all of our debts and other liabilities. Holders of our Class A common stock and our Class B common stock have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to our Class A common stock or our Class B common stock. Our Class B common stock may not be transferred unless converted into our Class A common stock, other than certain transfers to affiliates, a trust, family members, and charitable organizations. Shares of our Class B common stock are convertible one -for-one into shares of our Class A common stock, at the option of the holder of the Class B common stock. During 2022 and 2021, we issued shares of our Class A common stock as shown in the table below under our 2019 Long-Term Incentive Plan (the “2019 Plan”) and the 2009 Long-Term Incentive Plan (the “2009 Plan”). For the Years Ended December 31, 2022 2021 Shares issued to independent directors for vesting of restricted stock 19,066 19,184 Shares issued to employees upon exercise of stock options, vesting 325,783 116,393 As of December 31, 2022, we had the following Class A common shares reserved for future issuance: Conversion of Class B common stock 5,400,000 Reserved under the ESPP 243,186 Stock options outstanding under the 2009 Plan 224,196 Restricted stock units outstanding under the 2009 Plan 201,882 Restricted stock units outstanding under the 2019 Plan 631,602 Total shares reserved for future issuance 6,700,866

Share-Based Compensation

Share-Based Compensation	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	13. Share-Based Compensation The Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) became effective on April 29, 2019 . The purpose of the ESPP is to provide eligible employees an opportunity to purchase shares of our Class A common stock over time through regular payroll deductions. The ESPP initially reserved and authorized the issuance of up to a total of 300,000 shares of our Class A common stock to participating employees, subject to certain adjustments. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each year beginning with 2020 in an amount equal to the number of shares issued under the ESPP in the prior year. No participant may purchase more than 1,000 shares of our Class A common stock during any offering period under the ESPP. In addition, under applicable tax rules, an employee may purchase no more than $ 25,000 worth of shares of our Class A common stock, valued at the start of the offering period, under the ESPP for each calendar year. On April 29, 2019, the 2019 Plan became effective. This replaced the 2009 Plan, which lost the authority to grant new options under the 2009 Plan on April 23, 2019 . The purpose of the 2019 Plan is to advance the interests of our company and its shareholders by providing incentives to certain employees and other key individuals who perform services for us, including those who contribute significantly to the strategic and long-term performance objectives and growth of our company. No more than 1.8 million shares of our Class A common stock, subject to certain adjustments, may be issued under the 2019 Plan, and the 2019 Plan terminates no later than April 25, 2029 . In 2015, we commenced issuing restricted stock units ("RSUs"). The RSUs entitle the recipient to receive one share of Class A common stock for each RSU upon vesting. The RSUs are issued with cliff vesting in five years for employees and one year for directors, provided that the recipient is still an employee or director of Gaia on such date. The RSUs will be automatically forfeited and of no further force and effect if the vesting conditions are not met. We use intrinsic value method for RSUs, which due to the nature of these awards, is typically market price of our common stock on the date of grant. No options were granted during 2022 or 2021 . The exercise price of our legacy outstanding options is generally equal to the closing market price of our stock at the date of the grant. We recognize the compensation expense related to share-based payment awards on a straight-line basis over the requisite service periods of the awards, which are generally five years for employees, and one year for board members. The table below presents a summary of activity under the 2009 Plan and the 2019 Plan, as of December 31, 2022, and changes during the year then ended: (in thousands, except share and per share amounts) Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2022 1,227,838 $ 8.18 Restricted stock unit grants 198,777 — Exercised options — Restricted stock unit vesting ( 332,889 ) — Cancelled or forfeited restricted stock units and options ( 36,046 ) — Outstanding at December 31, 2022 1,057,680 $ 8.17 3.6 $ 2,517 Exercisable options at December 31, 2022 224,196 $ 8.17 3.6 $ — The table below presents our valuation data: (in thousands, except per share amounts) 2022 2021 Valuation Data: Weighted-average fair value (per share) $ 3.62 $ 9.96 Total stock-based compensation expense $ 1,821 $ 1,710 Total income tax impact on provision $ 1,071 $ 1,299 The table below presents our outstanding RSUs by vest date: Vest Date RSUs January 1, 2023 8,196 April 30, 2023 45,268 March 31, 2024 193,686 March 31, 2026 468,825 March 31, 2027 117,509 833,484 During 2022 and 2021, we recognized approximately $ 1.8 million and $ 1.7 million , 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 2022. During 2021 , 90,000 options were exercised and we received approximately $ 0.6 million in cash from exercises. We issue new shares upon the exercise of options and vesting of RSUs. The total intrinsic value of options exercised during 2021 was approximately $ 0.35 million . The total fair value of options vested was $ 0.001 million and $ 0.01 million during 2022 and 2021, respectively. As of December 31, 2022 , there was $ 3.9 million of unrecognized cost related to non-vested share-based compensation arrangements granted under the 2009 and 2019 Plans. We expect that cost to be recognized over a weighted-average period of 2.95 years.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	14. Income Taxes Our provision for income taxes is comprised of the following: For the Years Ended December 31, (in thousands) 2022 2021 Current: Federal $ — $ — State — 16 Total current — 16 Deferred: Federal 189 ( 1,892 ) State 13 ( 135 ) Total deferred 202 ( 2,027 ) Provision for (benefit from) income taxes $ 202 $ ( 2,011 ) Variations from the federal statutory rate are as follows: For the Years Ended December 31, (in thousands) 2022 2021 Expected federal income tax benefit at statutory rate 21 % in 2022 and 2021 $ ( 533 ) $ 361 Effect of permanent other differences 79 3 Goodwill — ( 2,079 ) Return to provision adjustments 220 58 State income tax expense (benefit), net of federal benefit tax assets ( 38 ) 26 Valuation allowance 474 ( 380 ) Provision for (benefit from) income taxes $ 202 $ ( 2,011 ) Deferred income taxes reflect net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net accumulated deferred income tax assets (liabilities) are as follows: As of December 31, (in thousands) 2022 2021 Deferred tax assets (liabilities): Stock-based compensation $ 1,085 $ 1,299 Depreciation and amortization ( 3,635 ) ( 3,319 ) Legal accrual 653 — Net operating loss carryforward 17,159 16,427 Charitable carryforward 3 15 Right of use lease asset ( 1,596 ) ( 1,771 ) Long-term lease 1,460 1,628 Other 187 446 Tax credits 300 300 Valuation allowance ( 16,115 ) ( 15,334 ) Total deferred tax liabilities, net of valuation allowance $ ( 499 ) $ ( 309 ) The source of income before income taxes are as follows: (in thousands) 2022 2021 Domestic $ ( 2,533 ) $ 1,720 Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. We determined that a valuation allowance against our deferred tax assets of $ 16.1 million and $ 15.3 million for 2022 and 2021 , respectively, was necessary due to the cumulative loss incurred over a three-year period. We have federal and state net operating loss carryforwards of approximately $ 76.2 million and $ 25.4 million, respectively, of which $ 2.2 million in federal net operating losses expire after 2037 . Net operating losses generated in 2018 and beyond do not expire. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to our subjective assumptions and judgments which can materially affect amounts recognized in our consolidated balance sheets and consolidated statements of operations. The result of our assessment of our uncertain tax positions did not have a material impact on our consolidated financial statements. Our federal and state tax returns for all years after 2015 are subject to future examination by tax authorities for all our tax jurisdictions. We recognize interest and penalties related to income tax matters in interest and other income (expense) and corporate, general and administrative expenses, respectively.

Segment Information and Geograp

Segment Information and Geographic Information	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Segment Information and Geographic Information	15. Segment Information and Geographic Information As discussed in Note 2, our chief operating decision maker reviews operating results on a consolidated basis and we therefore have one reportable segment. Geographic Information We have members in the United States and over 185 foreign countries. The major geographic territories are the U.S., Canada and Australia based on the billing location of the member. The following represents geographical data for our operations: For the Years Ended December 31, (in thousands) 2022 2021 Revenue: United States $ 47,536 $ 44,283 International 34,499 35,290 $ 82,035 $ 79,573

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Cash	Cash Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars. We consider investments in financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. We also classify amounts in transit from payment processors for member credit card and debit card transactions as cash.
Accounts Receivable	Accounts Receivable Accounts receivable consists primarily of amounts due from partners who have the billing relationship with the member and collect subscription fees on our behalf. We evaluate the need for an allowance for doubtful accounts based on historical collection trends, the financial condition of the partners and other factors as appropriate and determined no allowance was needed at December 31, 2022 and 2021 .
Property and Equipment	Property and Equipment We state property and equipment at cost less accumulated depreciation and amortization. Property and equipment are included in Media library, software and equipment in the accompanying consolidated balance sheets. We include in property and equipment the cost of internal-use software, including software used in connection with our websites. We expense all costs related to the development of internal-use software other than those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them over the estimated useful life of the software, which is typically three years . We compute depreciation of property and equipment on the straight-line method over estimated useful lives, generally 3 to 45 years. We amortize building improvements over the shorter of the estimated useful lives of the assets or remaining life of the building. Depreciation expense is included in selling and operating expense, and corporate, general and administration expense in the accompanying consolidated statements of operations.
Media Library	Media Library Media library represents the lower of unamortized cost or net realizable value of capitalized costs to produce our proprietary media content, rights obtained through license arrangements and digital media content acquired through asset purchases or business combinations. We amortize our media library in cost of revenues on a straight-line basis over the shorter of the license period or the estimated useful life of the titles, which typically ranges from 12 to 90 months . The amortization period begins with the first month of availability on our service. Our media library is reviewed at the film group level for impairment when an event or change in circumstances indicates that the carrying amount may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the film group to estimated undiscounted future cash flows expected to be generated by the film group. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value exceeds the fair value.
Goodwill	Goodwill Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. We have only one reporting unit; therefore, goodwill is assessed at the enterprise level. We review goodwill for impairment annually on December 31 or more frequently if indicators of impairment are identified. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of goodwill is less than its carrying amount. If it is determined that the estimated fair value of goodwill is more likely than not greater than the carrying amount of goodwill, then an impairment test is unnecessary. If it is determined that an impairment test is necessary, then we compare the estimated fair value of goodwill with its carrying amount. If the estimated fair value of goodwill exceeds its carrying amount, we consider the goodwill not impaired. If the carrying amount of goodwill exceeds its estimated fair value, we will record an impairment loss for the difference. We use either a comparable market approach or a traditional present value method to test for potential impairment. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. During 2022 and 2021 , no impairment of goodwill was indicated.
Long-Lived Assets	Long-Lived Assets We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. During 2022 and 2021 , no impairment of long-lived assets was recognized.
Income Taxes	Income Taxes We provide for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not.
Revenue Recognition	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 revenues consist of subscription fees collected from members that have not been earned and are 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 to 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.
Discontinued Operations	Discontinued Operations Yoga International historically had a line of business focused on transactional course sales. This content was rolled into the subscription offering at the end of 2021 and this line of business was discontinued in 2022 as the contractual commitments related to this line of business lapse. 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 statement of operations.
Business Combinations	Business Combinations Gaia recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement. The authoritative guidance allows a measurement period of up to one year from the date of acquisition to make adjustments to the preliminary allocation of the purchase price. As a result, during the measurement period we may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon conclusion of the measurement period or final determination of the values of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the consolidated statement of operations.
Marketing	Marketing Marketing costs consist primarily of advertising expenses, which include promotional activities such as online advertising and public relations expenditures. Advertising costs are expensed as incurred and included in selling and operating expense in the accompanying consolidated statements of operations. During 2022 and 2021, we expensed marketing and advertising costs of $ 30.5 million and $ 31.3 million, respectively.
Share-Based Compensation	Share-Based Compensation We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time-based awards over the service period. Since 2019, we have only granted restricted stock units, for which we utilize the intrinsic valuation model to estimate fair value.
Segment Information	Segment Information Gaia’s Chief Executive Officer is the chief operating decision maker, who reviews Gaia’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, we have determined that we operate in a single reporting segment.
Defined Contribution Plan	Defined Contribution Plan We have adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. The 401(k) plan permits, but does not require, us to make additional matching contributions to the 401(k) plan on behalf of all participants in the 401(k) plan. We match 50 % of an employee’s contribution, up to an annual maximum matching contribution of $ 3,000 . We made matching contributions to the 401(k) plan of $ 0.3 million in each of the years ended December 31, 2022 and 2021 .
Fair Value Measurements	Fair Value Measurements Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The carrying amounts of our cash, accounts receivable, accounts payable and other current liabilities approximate their fair values.
Leases	Leases As discussed in Note 8, we entered into an operating lease in connection with the sale of a portion of our corporate campus. 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. Leases with an initial term of 12 months or less are not recognized on the balance sheet and the expense for these short-term leases are recognized on a straight-line basis over the lease term. Variable lease payments are not included in the lease payments used to measure the lease liability and are expensed as incurred.
Earnings Per Share	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. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method.
Investments	Investments Investments in unconsolidated subsidiaries, joint ventures, and other investees in which we have an interest of 20 to 50 percent and can exercise significant influence are accounted for using the equity method. Under this method of accounting, we record our proportionate share of the net earnings or losses of the equity method investee and a corresponding increase or decrease to the investment balance. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Our investment is carried at fair value, but we have used the practical expedient guidance to record at cost, with adjustments for other-than-temporary declines in fair value as applicable. We evaluate our investment for impairment annually and when factors indicate that a significant decrease in value has occurred. Variables considered in making such assessments may include near-term prospects of the investees and the investees’ capital structure, as well as other economic variables which reflect assumptions market participants may use in pricing these assets. If an investment is deemed to have experienced an other-than-temporary decline below its carrying value basis, we reduce the carrying amount of the investment to its quoted or estimated fair value, as applicable, and establish a new carrying value for the investment. We did no t record any impairment charges on our investments during the years 2022 or 2021 .
Use of Estimates and Reclassifications	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 consolidated 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.

Media Library, Software and E_2

Media Library, Software and Equipment (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Summary of Media Library, Software and Equipment Stated at Lower of Cost or Net Realizable Value	Media library, software and equipment stated at lower of cost or net realizable value, consists of the following as of December 31: (in thousands) 2022 2021 Website development and other software $ 18,805 $ 17,639 Studio, computer and telephone equipment 1,992 2,060 Media library: Acquired media 7,812 9,989 Licensed media 5,895 5,874 Produced media 48,001 41,701 Produced media in progress 2,881 2,893 85,386 80,156 Accumulated depreciation and amortization ( 34,271 ) ( 29,598 ) $ 51,115 $ 50,558
Schedule of Future Depreciation and Amortization	As described in Note 2, amortization is over typically 12 - 90 months commencing with the month the content is available on our site and is included in cost of revenues on the accompanying consolidated statements of operations. Amortization expense for our media library was $ 8.3 million and $ 6.5 million during 2022 and 2021, respectively. Future depreciation and amortization is expected to be: (in thousands) Acquired Licensed Produced Website Development and Other Software Studio, Computer and Telephone Equipment Total 2023 $ 1,039 $ 946 $ 6,626 $ 5,206 $ 486 $ 14,303 2024 1,039 805 6,265 3,459 346 11,914 2025 921 637 5,638 1,286 220 8,702 2026 881 413 4,746 — 84 6,124 2027 735 227 3,546 — 14 4,522 Thereafter 1,080 146 4,324 — — 5,550 $ 5,695 $ 3,174 $ 31,145 $ 9,951 $ 1,150 $ 51,115

Business Combinations (Tables)

Business Combinations (Tables)	12 Months Ended
	Dec. 31, 2022
Business Combinations [Abstract]
Schedule of Purchase Price Components	The purchase price components are summarized in the following table: (in thousands) Total Fair value of Class A common stock transferred $ 9,724 Cash consideration 7,473 Total purchase price, as adjusted $ 17,197
Schedule of Final Purchase Price Allocation	The following table presents the final purchase price allocation, as adjusted, recorded in Gaia’s consolidated balance sheet as of December 31, 2022: (in thousands) Total Cash $ 829 Accounts receivable 21 Prepaid expenses and other current assets 248 Media library, software and equipment 47 Intangible assets 7,063 Goodwill 14,654 Accounts payable and other liabilities ( 1,889 ) Deferred tax liability for acquired intangible assets ( 2,079 ) Deferred revenue ( 1,697 ) Total purchase price $ 17,197
Schedule of Identifiable Intangible Assets	Identifiable intangible assets are comprised of the following as of December 31, 2022: (in thousands) Total Estimated Life (months) Customer relationships $ 2,000 48 Content library 4,793 90 Tradenames 270 48 Total intangible assets acquired $ 7,063
Summary of Unaudited Pro Forma Condensed Combined Financial Information	The following table presents the unaudited pro forma condensed combined financial information: For the Year Ended December 31, (in thousands) 2021 Revenues $ 89,488 Net income (loss) 4,569

Investment, Real Estate and O_2

Investment, Real Estate and Other Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Investment Real Estate And Other Assets [Abstract]
Schedule of Investment, Real Estate and Other Assets	Investment, real estate and other assets consist of the following as of December 31: (in thousands) 2022 2021 Corporate campus, net $ 12,170 $ 12,747 Studio building, net 1,999 2,164 Investment, recorded at cost 10,000 10,000 Other assets 4,556 3,662 Other intangible assets, net 2,254 2,821 $ 30,979 $ 31,394

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Changes in Goodwill	The following table sets forth changes in goodwill: (in thousands) Balance at December 31, 2021 $ 28,870 Measurement period adjustment 3,073 Balance at December 31, 2022 $ 31,943
Schedule of Other Intangible Assets by Major Asset Class	The following table represents our other intangible assets by major asset class as of the dates indicated, which are included in Investments and Other Assets on the accompanying consolidated balance sheets as of December 31: (in thousands) 2022 2021 Amortizable Intangible Assets Customer relationships $ 2,000 $ 2,000 Tradenames 270 270 Accumulated amortization ( 579 ) ( 12 ) $ 1,691 $ 2,258 Unamortized Intangible Assets Domain names $ 563 $ 653
Schedule of Future Amortization Expense of Intangible Assets	Future amortization of our amortizable intangible assets as of December 31, 2022 is expected to be as follows: (in thousands) 2023 $ 568 2024 568 2025 555 $ 1,691

Accounts Payable, Accrued and_2

Accounts Payable, Accrued and Other Liabilities (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Components of Accounts Payable, Accrued and Other Liabilities	Accounts payable, accrued and other liabilities consist of the following as of December 31: (in thousands) 2022 2021 Accounts payable $ 7,382 $ 9,079 Accrued compensation 1,049 2,005 Anticipated SEC settlement 2,000 — Deferred cash purchase consideration — 866 Accrued expenses 1,924 2,152 $ 12,355 $ 14,102

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of Right of Use Asset and Related Lease Liability and Supplemental Cash Flow Information	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: December 31, December 31, (in thousands) Balance Sheet Classification 2022 2021 Right-of-use asset Right-of-use lease asset, net $ 7,093 $ 7,871 Operating lease liability (current) Accounts payable, accrued and other liabilities $ 745 $ 718 Operating lease liability (non-current) Long-term lease liability 6,489 7,234 $ 7,234 $ 7,952 For the Year Ended December 31, (in thousands) 2022 2021 Cash paid for operating lease liabilities $ 1,001 $ 1,001
Schedule of Future Amortization of Lease Liability	Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of December 31, 2022 is expected to be as follows: (in thousands) 2023 1,001 2024 1,008 2025 1,035 2026 1,064 2027 1,093 Thereafter 3,160 Future lease payments, gross 8,361 Less: Imputed interest ( 1,127 ) Operating lease liability $ 7,234

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Maturities on Long Term Debt, Net	Maturities on long-term debt, net are as follows: (in thousands) 2023 150 2024 156 2025 14,801 $ 15,107

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of Computation of Earnings Per Share	The computation of earnings per share is as follows: For the Year Ended December 31, (in thousands, except per share data) 2022 2021 Diluted earnings per share: Net income (loss) $ ( 3,095 ) $ 3,731 Shares used in computation: Weighted-average common stock outstanding 20,716 19,307 Common stock equivalents — 527 Weighted-average number of shares 20,716 19,834 Diluted earnings (loss) per share $ ( 0.15 ) $ 0.19
Summary of Potential Common Shares Excluded from Diluted Calculation	The following table summarizes the potential shares of common stock excluded from the diluted calculation: For the Year Ended December 31, (in thousands) 2022 2021 Employee stock options and restricted stock units 336 15

Shareholders_ Equity (Tables)

Shareholders’ Equity (Tables)	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Schedule of Issued Shares of Class A common stock Under 2019 Long-Term Incentive Plan and 2009 Long-Term Incentive Plan	During 2022 and 2021, we issued shares of our Class A common stock as shown in the table below under our 2019 Long-Term Incentive Plan (the “2019 Plan”) and the 2009 Long-Term Incentive Plan (the “2009 Plan”). For the Years Ended December 31, 2022 2021 Shares issued to independent directors for vesting of restricted stock 19,066 19,184 Shares issued to employees upon exercise of stock options, vesting 325,783 116,393
Class A Common Shares Reserved for Future Issuance	As of December 31, 2022, we had the following Class A common shares reserved for future issuance: Conversion of Class B common stock 5,400,000 Reserved under the ESPP 243,186 Stock options outstanding under the 2009 Plan 224,196 Restricted stock units outstanding under the 2009 Plan 201,882 Restricted stock units outstanding under the 2019 Plan 631,602 Total shares reserved for future issuance 6,700,866

Share-Based Compensation (Table

Share-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Summary of Activity	The table below presents a summary of activity under the 2009 Plan and the 2019 Plan, as of December 31, 2022, and changes during the year then ended: (in thousands, except share and per share amounts) Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2022 1,227,838 $ 8.18 Restricted stock unit grants 198,777 — Exercised options — Restricted stock unit vesting ( 332,889 ) — Cancelled or forfeited restricted stock units and options ( 36,046 ) — Outstanding at December 31, 2022 1,057,680 $ 8.17 3.6 $ 2,517 Exercisable options at December 31, 2022 224,196 $ 8.17 3.6 $ —
Summary of Valuation Data	The table below presents our valuation data: (in thousands, except per share amounts) 2022 2021 Valuation Data: Weighted-average fair value (per share) $ 3.62 $ 9.96 Total stock-based compensation expense $ 1,821 $ 1,710 Total income tax impact on provision $ 1,071 $ 1,299
Summary of Outstanding RSU's by Vest Date	The table below presents our outstanding RSUs by vest date: Vest Date RSUs January 1, 2023 8,196 April 30, 2023 45,268 March 31, 2024 193,686 March 31, 2026 468,825 March 31, 2027 117,509 833,484

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Provision for Income Taxes	Our provision for income taxes is comprised of the following: For the Years Ended December 31, (in thousands) 2022 2021 Current: Federal $ — $ — State — 16 Total current — 16 Deferred: Federal 189 ( 1,892 ) State 13 ( 135 ) Total deferred 202 ( 2,027 ) Provision for (benefit from) income taxes $ 202 $ ( 2,011 )
Variations from Federal Statutory Rate	Variations from the federal statutory rate are as follows: For the Years Ended December 31, (in thousands) 2022 2021 Expected federal income tax benefit at statutory rate 21 % in 2022 and 2021 $ ( 533 ) $ 361 Effect of permanent other differences 79 3 Goodwill — ( 2,079 ) Return to provision adjustments 220 58 State income tax expense (benefit), net of federal benefit tax assets ( 38 ) 26 Valuation allowance 474 ( 380 ) Provision for (benefit from) income taxes $ 202 $ ( 2,011 )
Components of Net Accumulated Deferred Income Tax Assets (Liabilities)	As of December 31, (in thousands) 2022 2021 Deferred tax assets (liabilities): Stock-based compensation $ 1,085 $ 1,299 Depreciation and amortization ( 3,635 ) ( 3,319 ) Legal accrual 653 — Net operating loss carryforward 17,159 16,427 Charitable carryforward 3 15 Right of use lease asset ( 1,596 ) ( 1,771 ) Long-term lease 1,460 1,628 Other 187 446 Tax credits 300 300 Valuation allowance ( 16,115 ) ( 15,334 ) Total deferred tax liabilities, net of valuation allowance $ ( 499 ) $ ( 309 )
Source of Income Before Income Taxes	The source of income before income taxes are as follows: (in thousands) 2022 2021 Domestic $ ( 2,533 ) $ 1,720

Segment Information and Geogr_2

Segment Information and Geographic Information (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Geographical Data for Operations	The following represents geographical data for our operations: For the Years Ended December 31, (in thousands) 2022 2021 Revenue: United States $ 47,536 $ 44,283 International 34,499 35,290 $ 82,035 $ 79,573

Organization, Nature of Opera_2

Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail) - Yoga International [Member]	Dec. 22, 2021 Hours
Product Information [Line Items]
Acquisition date	Dec. 22, 2021
Number of hours of content expanded in content library	4,000

Significant Accounting Polici_3

Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)
Significant Accounting Policies [Line Items]
Allowance for doubtful accounts	$ 0	$ 0
Amortization period description	The amortization period begins with the first month of availability on our service.
Number of reporting unit | Segment	1
Impairment of goodwill	$ 0	0
Impairment of long-lived assets	0	0
Marketing and advertising costs	$ 30,500,000	31,300,000
Defined contribution plan percentage employee's matching contribution	50%
Defined contribution plan maximum annual matching contribution amount	$ 3,000
Impairment charges on cost method investments	0	0
Defined Contribution Plan 401 (k) [Member]
Significant Accounting Policies [Line Items]
Defined contribution plan annual matching contribution amount	300,000	$ 300,000
A La Carte Course Purchase [Member]
Significant Accounting Policies [Line Items]
Assets	0
Liabilities	$ 0
Website Development Costs and Other Software [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	3 years
Minimum [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	3 years
License period or estimated useful life of media library	12 months
Maximum [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	45 years
License period or estimated useful life of media library	90 months
Investments in Unconsolidated Subsidiaries, Joint Ventures, and Other Investees [Member] | Minimum [Member]
Significant Accounting Policies [Line Items]
Percentage of interest in investments	20%
Investments in Unconsolidated Subsidiaries, Joint Ventures, and Other Investees [Member] | Maximum [Member]
Significant Accounting Policies [Line Items]
Percentage of interest in investments	50%

Media Library, Software and E_3

Media Library, Software and Equipment - Summary of Media Library, Software and Equipment Stated at Lower of Cost or Net Realizable Value (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Media library, software and equipment, gross	$ 85,386	$ 80,156
Accumulated depreciation and amortization	(34,271)	(29,598)
Media library, software and equipment, net	51,115	50,558
Website Development Costs and Other Software [Member]
Property, Plant and Equipment [Line Items]
Media library, software and equipment, gross	18,805	17,639
Studios, Computer and Telephone Equipment [Member]
Property, Plant and Equipment [Line Items]
Media library, software and equipment, gross	1,992	2,060
Acquired Media [Member]
Property, Plant and Equipment [Line Items]
Media library, software and equipment, gross	7,812	9,989
Licensed Media [Member]
Property, Plant and Equipment [Line Items]
Media library, software and equipment, gross	5,895	5,874
Produced Media [Member]
Property, Plant and Equipment [Line Items]
Media library, software and equipment, gross	48,001	41,701
Produced Media In Progress [Member]
Property, Plant and Equipment [Line Items]
Media library, software and equipment, gross	$ 2,881	$ 2,893

Media Library, Software and E_4

Media Library, Software and Equipment - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Minimum [Member]
Property, Plant and Equipment [Line Items]
Amortization over period	12 months
Maximum [Member]
Property, Plant and Equipment [Line Items]
Amortization over period	90 months
Media Library [Member]
Property, Plant and Equipment [Line Items]
Amortization expense	$ 8.3	$ 6.5

Media Library, Software and E_5

Media Library, Software and Equipment - Schedule of Future Depreciation and Amortization (Detail) $ in Thousands	Dec. 31, 2022 USD ($)
Schedule Of Future Depreciation And Amortization [Line Items]
2023	$ 14,303
2024	11,914
2025	8,702
2026	6,124
2027	4,522
Thereafter	5,550
Future depreciation and amortization expense	51,115
Acquired Media [Member]
Schedule Of Future Depreciation And Amortization [Line Items]
2023	1,039
2024	1,039
2025	921
2026	881
2027	735
Thereafter	1,080
Future depreciation and amortization expense	5,695
Licensed Media [Member]
Schedule Of Future Depreciation And Amortization [Line Items]
2023	946
2024	805
2025	637
2026	413
2027	227
Thereafter	146
Future depreciation and amortization expense	3,174
Produced Media [Member]
Schedule Of Future Depreciation And Amortization [Line Items]
2023	6,626
2024	6,265
2025	5,638
2026	4,746
2027	3,546
Thereafter	4,324
Future depreciation and amortization expense	31,145
Website Development Costs and Other Software [Member]
Schedule Of Future Depreciation And Amortization [Line Items]
2023	5,206
2024	3,459
2025	1,286
Future depreciation and amortization expense	9,951
Studios, Computer and Telephone Equipment [Member]
Schedule Of Future Depreciation And Amortization [Line Items]
2023	486
2024	346
2025	220
2026	84
2027	14
Future depreciation and amortization expense	$ 1,150

Business Combinations- Addition

Business Combinations- Additional Information (Detail) $ in Thousands		12 Months Ended
	Dec. 22, 2021 USD ($) Hours shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)
Business Acquisition [Line Items]
Increase in goodwill		$ 3,073
Acquisition costs		49	$ 360
Yoga International [Member]
Business Acquisition [Line Items]
Acquisition date	Dec. 22, 2021
Business combination common stock converted right to receive cash	$ 9,100
Business combination, share issued | shares	1,134,613
Business acquisition weighted average price of common stock for trading days	10 days
Business combination deferred cash consideration	$ 1,000
Business combination deferred cash consideration paid				$ 900
Business combination consideration transferred reduction value	$ 1,500
Business combination number of content library hours | Hours	4,000
Purchase price	$ 17,200	17,197
Increase in goodwill		3,100
Increase in other liabilities		900
Yoga International [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Business combination number of content library hours | Hours	4,000
Yoga International [Member] | Content Library [Member]
Business Acquisition [Line Items]
Decrease in content library		$ 2,200

Business Combinations - Schedul

Business Combinations - Schedule of Purchase Price Components (Detail) - Yoga International [Member] $ in Thousands	Dec. 22, 2021 USD ($)
Business Acquisition [Line Items]
Fair value of Class A common stock transferred	$ 9,724
Cash consideration	7,473
Total purchase price, as adjusted	$ 17,197

Business Combinations - Sched_2

Business Combinations - Schedule of Final Purchase Price Allocation (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 22, 2021
Business Acquisition [Line Items]
Goodwill	$ 31,943	$ 28,870
Yoga International [Member]
Business Acquisition [Line Items]
Cash	829
Accounts receivable	21
Prepaid expenses and other current assets	248
Media library, software and equipment	47
Intangible assets	7,063
Goodwill	14,654
Accounts payable and other liabilities	(1,889)
Deferred tax liability for acquired intangible assets	(2,079)
Deferred revenue	(1,697)
Total purchase price	$ 17,197		$ 17,200

Business Combinations - Sched_3

Business Combinations - Schedule of Identifiable Intangible Assets (Detail) - Yoga International [Member] - USD ($) $ in Thousands	Dec. 22, 2021	Dec. 31, 2022
Business Acquisition [Line Items]
Intangible assets		$ 7,063
Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets		2,000
Estimated Life	48 months
Content Library [Member]
Business Acquisition [Line Items]
Intangible assets		4,793
Estimated Life	90 months
Trade Names [Member]
Business Acquisition [Line Items]
Intangible assets		$ 270
Estimated Life	48 months

Business Combinations - Summary

Business Combinations - Summary of Unaudited Pro Forma Condensed Combined Financial Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Combinations [Abstract]
Revenues	$ 89,488
Net income (loss)	$ 4,569

Investment, Real Estate and O_3

Investment, Real Estate and Other Assets - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Sep. 09, 2020
Westside Boulder, LLC. [Member] | Boulder Road LLC [Member]
Schedule of Cost-method Investments [Line Items]
Undivided interest sold percentage		50%
Colorado Corporation [Member]
Schedule of Cost-method Investments [Line Items]
Cost method investment, ownership percentage	10%
Purchase of investments	$ 10

Investment, Real Estate and O_4

Investment, Real Estate and Other Assets- Schedule of Investment, Real Estate and Other Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Investment Real Estate And Other Assets [Abstract]
Corporate campus, net	$ 12,170	$ 12,747
Studio building, net	1,999	2,164
Investment, recorded at cost	10,000	10,000
Other assets	4,556	3,662
Other intangible assets, net	2,254	2,821
Total investment, real estate and other assets	$ 30,979	$ 31,394

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Changes in Goodwill (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 28,870
Measurement period adjustment	3,073
Goodwill, Ending Balance	$ 31,943

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets by Major Asset Class (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets Other Than Goodwill [Line Item]
Amortizable Intangible Assets, Accumulated amortization	$ (579)	$ (12)
Amortizable Intangible Assets, Net	1,691	2,258
Customer Relationships [Member]
Intangible Assets Other Than Goodwill [Line Item]
Amortizable Intangible Assets, Gross carrying amount	2,000	2,000
Trade Names [Member]
Intangible Assets Other Than Goodwill [Line Item]
Amortizable Intangible Assets, Gross carrying amount	270	270
Domain Names [Member]
Intangible Assets Other Than Goodwill [Line Item]
Unamortized Intangible Assets	$ 563	$ 653

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Additional Information (Detail) - Customer Relationships [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets Other Than Goodwill [Line Item]
Estimated Life	12 months
Intangible assets, amortization method	straight-line basis
Intangible assets, amortization expense	$ 568	$ 12

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Schedule of Future Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 568
2024	568
2025	555
Amortizable Intangible Assets, Net	$ 1,691	$ 2,258

Accounts Payable, Accrued and_3

Accounts Payable, Accrued and Other Liabilities - Components of Accounts Payable, Accrued and Other Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 7,382	$ 9,079
Accrued compensation	1,049	2,005
Anticipated SEC settlement	2,000
Current portion of lease liability	745	718
Deferred cash purchase consideration		866
Accrued expenses	1,924	2,152
Accounts payable, accrued and other liabilities	$ 12,355	$ 14,102

Leases - Additional Information

Leases - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Sep. 09, 2020
Lessee Lease Description [Line Items]
Operating lease, extending Description	we leased the property pursuant to a master lease for a term extending through September 30, 2030, with two five-year extensions
Operating lease, existence of option to extend [true false]	true
Right-of-use lease asset, net	$ 7,093	$ 7,871	$ 8,800
Operating lease liability	$ 7,234	$ 7,952	$ 8,800
Two Five Year Extensions [Member]
Lessee Lease Description [Line Items]
Operating lease, Renewal Term	5 years

Leases - Schedule of Right of U

Leases - Schedule of Right of Use Asset and Related Lease Liability (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Sep. 09, 2020
Leases [Abstract]
Right-of-use asset	$ 7,093	$ 7,871	$ 8,800
Operating Lease Right Of Use Asset Statement Of Financial Position Extensible List	Right-of-use asset	Right-of-use asset
Operating lease liability (current)	$ 745	$ 718
Operating Lease Liability Current Statement Of Financial Position Extensible List	Accounts payable, accrued and other liabilities	Accounts payable, accrued and other liabilities
Operating lease liability (non-current)	$ 6,489	$ 7,234
Operating Lease Liability Noncurrent Statement Of Financial Position Extensible List	Operating lease liability (non-current)	Operating lease liability (non-current)
Operating Lease, Liability	$ 7,234	$ 7,952	$ 8,800

Leases - Schedule of Supplement

Leases - Schedule of Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Cash paid for operating lease liabilities	$ 1,001	$ 1,001

Leases - Schedule of Future Amo

Leases - Schedule of Future Amortization of Lease Liability (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Sep. 09, 2020
Leases [Abstract]
2023	$ 1,001
2024	1,008
2025	1,035
2026	1,064
2027	1,093
Thereafter	3,160
Future lease payments, gross	8,361
Less: Imputed interest	(1,127)
Operating lease liability	$ 7,234	$ 7,952	$ 8,800

Debt - Additional Information (

Debt - Additional Information (Detail) - USD ($)			12 Months Ended
	Dec. 28, 2020	Sep. 09, 2020	Dec. 31, 2022	Aug. 25, 2022
Credit Agreement [Member] | Keybank [Member]
Debt Instrument [Line Items]
Outstanding amount under credit facility			$ 9,000,000
Line of credit facility, expiration			Aug. 25, 2025
Required aggregate outstanding amount for period of 30 consecutive days			$ 0
Number of days considered for calculation of aggregate outstanding amount			30 days
Minimum required fixed charge coverage ratio			1.20
Maximum required leverage ratio			1.50
Credit Agreement [Member] | Keybank [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity under credit facility				$ 10,000,000
Credit Agreement [Member] | Keybank [Member] | Letters of Credit [Member]
Debt Instrument [Line Items]
Sublimit for letter of credit facility				$ 1,000,000
Credit Agreement [Member] | Keybank [Member] | Floor Rate [Member]
Debt Instrument [Line Items]
Interest rate			0%
Credit Agreement [Member] | Keybank [Member] | SOFR [Member]
Debt Instrument [Line Items]
Percentage of adjustment to floor interest rate			0.10%
Credit Agreement [Member] | Keybank [Member] | Margin [Member]
Debt Instrument [Line Items]
Percentage of adjustment to floor interest rate			2%
Credit Agreement [Member] | Keybank [Member] | Benchmark or SOFR Unavailability Period [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate			3%
Credit Agreement [Member] | Keybank [Member] | Benchmark or SOFR Unavailability Period [Member] | Margin [Member] | Minimum [Member]
Debt Instrument [Line Items]
Percentage of adjustment to floor interest rate			1%
Credit Agreement [Member] | Keybank [Member] | Benchmark or SOFR Unavailability Period [Member] | Federal Funds Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Percentage of adjustment to floor interest rate			0.50%
Boulder Road LLC [Member]
Debt Instrument [Line Items]
Subsidiary interest percentage		50%
Undivided interest sold consideration received		$ 13,200,000
Boulder Road and Westside Boulder, LLC [Member] | Loan Agreement [Member] | First Interstate Bank [Member] | Mortgage Loan
Debt Instrument [Line Items]
Interest rate	3.75%
Debt instrument, maturity date	Dec. 28, 2025
Loan principal amount	$ 13,000,000
Percentage of line of credit proceeds	50%
Percentage of line of credit monthly installments	50%
Westside Boulder, LLC. [Member] | Boulder Road LLC [Member]
Debt Instrument [Line Items]
Undivided interest sold percentage		50%

Debt - Schedule of Maturities o

Debt - Schedule of Maturities on Long Term Debt, Net (Detail) $ in Thousands	Dec. 31, 2022 USD ($)
Maturities of Long-Term Debt [Abstract]
2023	$ 150
2024	156
2025	14,801
Total maturities on long-term debt	$ 15,107

Contingencies - Additional Info

Contingencies - Additional Information (Detail) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Civil monetary penalty to be paid	$ 2,000
Civil monetary penalty to be paid by CFO	50
Accrued penalty liabilities	$ 2,000

Earnings (Loss) Per Share - Sch

Earnings (Loss) Per Share - Schedule of Computation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Diluted earnings per share:
Net income (loss)	$ (3,095)	$ 3,731
Shares used in computation:
Weighted-average common stock outstanding	20,716	19,307
Common stock equivalents		527
Weighted-average number of shares	20,716	19,834
Diluted earnings (loss) per share	$ (0.15)	$ 0.19

Earnings (Loss) Per Share - Sum

Earnings (Loss) Per Share - Summary of Potential Common Shares Excluded from Diluted Calculation (Detail) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Employee Stock Options and Restricted Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	336	15

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Detail) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Line Items]
Ownership percentage of common stock shares outstanding of chairman	78%
Class B Common Stock Converted Into Class A Common Stock [Member]
Equity [Line Items]
Stock conversion ratio	100%
Class B Common Stock [Member]
Equity [Line Items]
Common stock, shares outstanding	5,400,000	5,400,000
Common stock voting rights	ten votes on all matters submitted to a vote of shareholders.
Class B Common Stock [Member] | Board of Directors Chairman and CEO [Member]
Equity [Line Items]
Ownership percentage of common stock shares outstanding of chairman	100%
Common stock, shares outstanding	5,400,000
Class A Common Stock [Member]
Equity [Line Items]
Common stock, shares outstanding	15,406,186	15,061,337
Common stock voting rights	one vote for each share held on all matters submitted to a vote of shareholders.
Class A Common Stock [Member] | Board of Directors Chairman and CEO [Member]
Equity [Line Items]
Common stock, shares outstanding	475,061

Shareholders' Equity - Schedule

Shareholders' Equity - Schedule of Issued Shares of Class A common stock Under 2019 Long-Term Incentive Plan and 2009 Long-Term Incentive Plan (Detail) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items]
Shares issued to employees upon exercise of stock options, vesting of restricted stock units, and employee stock purchase program	0	90,000
2019 Long-Term Incentive Plan and 2009 Long-Term Incentive Plan [Member] | Class A Common Stock [Member] | Independent Directors for Vesting of Restricted Stock Units Compensation Plan [Member]
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items]
Shares issued to independent directors for vesting of restricted stock units issued for services rendered, in lieu of cash compensation	19,066	19,184
2019 Long-Term Incentive Plan and 2009 Long-Term Incentive Plan [Member] | Class A Common Stock [Member] | Stock Options, Vesting of Restricted Stock Units and Employee Stock Purchase Program [Member]
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items]
Shares issued to employees upon exercise of stock options, vesting of restricted stock units, and employee stock purchase program	325,783	116,393

Shareholders' Equity - Class A

Shareholders' Equity - Class A Common Shares Reserved for Future Issuance (Detail)	Dec. 31, 2022 shares
Class of Stock [Line Items]
Total shares reserved for future issuance	6,700,866
Class B Common Stock Converted Into Class A Common Stock [Member]
Class of Stock [Line Items]
Total shares reserved for future issuance	5,400,000
Stock Option [Member] | 2009 Plan [Member]
Class of Stock [Line Items]
Total shares reserved for future issuance	224,196
Reserved Under the ESPP [Member]
Class of Stock [Line Items]
Total shares reserved for future issuance	243,186
Restricted Stock Units [Member] | 2009 Plan [Member]
Class of Stock [Line Items]
Total shares reserved for future issuance	201,882
Restricted Stock Units [Member] | 2019 Plan [Member]
Class of Stock [Line Items]
Total shares reserved for future issuance	631,602

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Detail) - USD ($)		3 Months Ended				12 Months Ended
	Apr. 29, 2019	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 554,000	$ 337,000	$ 537,000	$ 533,000	$ 1,821,000	$ 1,710,000
Option exercised during period						0	90,000
Options granted						0	0
Cash from stock options exercised							$ 600,000
Total intrinsic value of options exercised							350
Total fair value of option vested						$ 1,000	$ 10,000
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award						The RSUs entitle the recipient to receive one share of Class A common stock for each RSU upon vesting. The RSUs are issued with cliff vesting in five years for employees and one year for directors, provided that the recipient is still an employee or director of Gaia on such date.
Employee [Member] | Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units vesting term								5 years
Directors [Member] | Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units vesting term								1 year
2019 Employee Stock Purchase Plan [Member] | Class A Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock reserved and authorized for issuance									300,000
Maximum number of shares any participant may purchase per calendar year									1,000
Maximum worth of shares any participant may purchase per calendar year									$ 25,000
'Plan effective date									Apr. 29, 2019
2009 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan termination date	Apr. 23, 2019
2019 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan termination date	Apr. 25, 2029
2019 Plan [Member] | Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense related to share-based payment awards	5 years
2019 Plan [Member] | Board Members [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense related to share-based payment awards	1 year
2019 Plan [Member] | Class A Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock reserved and authorized for issuance	1,800,000
2009 Plan and 2019 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized cost related to nonvested shared-based compensation		$ 3,900,000				$ 3,900,000
Expected cost to be recognized over a weighted-average period						2 years 11 months 12 days

Share-Based Compensation - Summ

Share-Based Compensation - Summary of Activity (Detail) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock unit vesting	(833,484)
2009 Plan and 2019 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at January 1, 2022	1,227,838
Outstanding at December 31, 2022	1,057,680
Exercisable options at December 31, 2022	224,196
Weighted Average Exercise Price Per Share
Outstanding at January 1, 2022 | $ / shares	$ 8.18
Outstanding at December 31, 2022 | $ / shares	8.17
Exercisable options at December 31, 2021 | $ / shares	$ 8.17
Weighted Average Remaining Contractual Life (in years)
Outstanding at December 31, 2022	3 years 7 months 6 days
Exercisable options at December 31, 2022	3 years 7 months 6 days
Aggregate Intrinsic Value
Outstanding at December 31, 2021 | $	$ 2,517
2009 Plan and 2019 Plan [Member] | Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock unit grants	198,777
Restricted stock unit vesting	(332,889)
2009 Plan and 2019 Plan [Member] | Restricted Stock Units And Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cancelled or forfeited restricted stock units and options	(36,046)

Share-Based Compensation - Su_2

Share-Based Compensation - Summary of Valuation Data (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Weighted-average fair value (per share)					$ 3.62	$ 9.96
Total stock-based compensation expense	$ 554	$ 337	$ 537	$ 533	$ 1,821	$ 1,710
Total income tax impact on provision					$ 1,071	$ 1,299

Share-Based Compensation - Su_3

Share-Based Compensation - Summary of Outstanding RSU's by Vest Date (Detail) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's	833,484
January 1, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's	8,196
April 30, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's	45,268
March 31, 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's	193,686
March 31, 2026 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's	468,825
March 31, 2027 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's	117,509

Income Taxes - Provision for In

Income Taxes - Provision for Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
State		$ 16
Total current		16
Deferred:
Federal	$ 189	(1,892)
State	13	(135)
Total deferred	202	(2,027)
Provision for (benefit from) income taxes	$ 202	$ (2,011)

Income Taxes - Variations from

Income Taxes - Variations from Federal Statutory Rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Expected federal income tax benefit at statutory rate of 21% in 2021 and 2020	$ (533)	$ 361
Effect of permanent other differences	79	3
Goodwill		(2,079)
Return to provision adjustments	220	58
State income tax expense (benefit), net of federal benefit tax assets	(38)	26
Valuation allowance	474	(380)
Provision for (benefit from) income taxes	$ 202	$ (2,011)

Income Taxes - Variations fro_2

Income Taxes - Variations from Federal Statutory Rate (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Expected federal income tax expense (benefit), statutory rate	21%	21%

Income Taxes - Components of Ne

Income Taxes - Components of Net Accumulated Deferred Income Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets (liabilities):
Stock-based compensation	$ 1,085	$ 1,299
Depreciation and amortization	(3,635)	(3,319)
Legal accrual	653
Net operating loss carryforward	17,159	16,427
Charitable carryforward	3	15
Right of use lease asset	(1,596)	(1,771)
Long-term lease	1,460	1,628
Other	187	446
Tax credits	300	300
Valuation allowance	(16,115)	(15,334)
Total deferred tax liabilities, net of valuation allowance	$ (499)	$ (309)

Income Taxes - Source of Income

Income Taxes - Source of Income Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (2,533)	$ 1,720

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Valuation allowance	$ 16,115	$ 15,334
Net operating losses	$ (265)	$ 1,985
Operating loss, expiration date	2037
Federal [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 76,200
Net operating losses	2,200
State [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 25,400

Segment Information and Geogr_3

Segment Information and Geographic Information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2022 Segment
Segment Reporting [Abstract]
Number of reportable segments	1

Segment Information and Geogr_4

Segment Information and Geographic Information - Geographical Data for Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue:
Business combination net operating revenue	$ 82,035	$ 79,573
United States [Member]
Revenue:
Business combination net operating revenue	47,536	44,283
International [Member]
Revenue:
Business combination net operating revenue	$ 34,499	$ 35,290