Gaia (GAIA) 10-Q 5 Aug 24 2024 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Aug. 02, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Trading Symbol	GAIA
Entity Registrant Name	GAIA, INC
Entity Central Index Key	0001089872
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
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
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	CO
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		18,066,942
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,400,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 5,459	$ 7,766
Accounts receivable	4,806	4,111
Other receivables	2,903	2,191
Prepaid expenses and other current assets	2,468	2,015
Total current assets	15,636	16,083
Media library, net	39,125	40,125
Operating right-of-use asset, net	5,875	6,288
Property and equipment, net	25,282	26,303
Equity method investment		6,374
Technology license, net	15,954
Investments and other assets, net	8,301	3,157
Goodwill	31,943	31,943
Total assets	142,116	130,273
Current liabilities:
Accounts payable	14,132	12,038
Accrued and other liabilities	1,957	2,599
Long-term debt, current portion	158	155
Operating lease liability, current portion	809	780
Deferred revenue	17,737	15,861
Total current liabilities	34,793	31,433
Long-term debt, net of current portion (Note 4)	5,721	5,801
Operating lease liability, net of current portion	5,296	5,708
Deferred taxes, net	551	551
Total liabilities	46,361	43,493
Commitments and Contingencies (Note 8)
Shareholders equity:
Additional paid-in capital	170,562	170,695
Accumulated deficit	(88,433)	(85,195)
Total Gaia, Inc. shareholders' equity	82,132	85,503
Noncontrolling interests	13,623	1,277
Total equity	95,755	86,780
Total liabilities and equity	142,116	130,273
Class A Common Stock [Member]
Shareholders equity:
Common stock	2	2
Class B Common Stock [Member]
Shareholders equity:
Common stock	$ 1	$ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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	18,046,018	17,813,179
Common stock, shares outstanding	17,981,031	17,748,374
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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues, net	$ 22,081	$ 19,839	$ 43,774	$ 39,486
Cost of revenues	3,415	2,839	6,583	5,612
Gross profit	18,666	17,000	37,191	33,874
Operating Expenses:
Selling and operating	18,697	17,085	36,456	33,208
Corporate, general and administration	1,988	1,520	3,617	3,293
Total operating expenses	20,685	18,605	40,073	36,501
Loss from operations	(2,019)	(1,605)	(2,882)	(2,627)
Equity method investment loss		(125)		(250)
Interest and other expense, net	(144)	(113)	(252)	(234)
Loss before income taxes	(2,163)	(1,843)	(3,134)	(3,111)
Net loss	(2,163)	(1,843)	(3,134)	(3,111)
Net income attributable to noncontrolling interests	30	45	104	83
Net loss attributable to common shareholders	$ (2,193)	$ (1,888)	$ (3,238)	$ (3,194)
Basic
Continuing operations (attributable to common shareholders)	$ (0.09)	$ (0.09)	$ (0.14)	$ (0.15)
Basic loss per share	(0.09)	(0.09)	(0.14)	(0.15)
Diluted
Continuing operations (attributable to common shareholders)	(0.09)	(0.09)	(0.14)	(0.15)
Diluted loss per share	$ (0.09)	$ (0.09)	$ (0.14)	$ (0.15)
Weighted-average shares outstanding:
Basic	23,372	20,874	23,267	20,850
Diluted	23,372	20,874	23,267	20,850

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Equity (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Accumulated Deficit	Additional Paid-in Capital	Noncontrolling Interest
Beginning balance at Dec. 31, 2022	$ 85,859	$ 2	$ (79,393)	$ 164,180	$ 1,070
Beginning balance (in shares) at Dec. 31, 2022		20,806,186
Issuance of Gaia, Inc. common stock for employee stock purchase plan	22			22
Issuance of Gaia, Inc. common stock for employee stock purchase plan, Shares		11,410
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation	82			82
Issuance of Gaia, Inc. common stock for RSU releases		8,196
Net Income (Loss)	(1,268)		(1,306)		38
Ending balance at Mar. 31, 2023	84,695	$ 2	(80,699)	164,284	1,108
Ending balance (in shares) at Mar. 31, 2023		20,825,792
Beginning balance at Dec. 31, 2022	85,859	$ 2	(79,393)	164,180	1,070
Beginning balance (in shares) at Dec. 31, 2022		20,806,186
Net Income (Loss)	(3,111)
Ending balance at Jun. 30, 2023	84,002	$ 2	(82,587)	165,434	1,153
Ending balance (in shares) at Jun. 30, 2023		21,154,425
Beginning balance at Mar. 31, 2023	84,695	$ 2	(80,699)	164,284	1,108
Beginning balance (in shares) at Mar. 31, 2023		20,825,792
Issuance of Gaia, Inc. common stock for employee stock purchase plan	20			20
Issuance of Gaia, Inc. common stock for employee stock purchase plan, Shares		10,385
Issuance of Gaia, Inc. common stock for media library acquisition	669			669
Issuance of Gaia, Inc. common stock for media library acquisition , Shares		272,980
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation	461			461
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation (in shares)		45,268
Net Income (Loss)	(1,843)		(1,888)		45
Ending balance at Jun. 30, 2023	84,002	$ 2	(82,587)	165,434	1,153
Ending balance (in shares) at Jun. 30, 2023		21,154,425
Beginning balance at Dec. 31, 2023	86,780	$ 3	(85,195)	170,695	1,277
Beginning balance (in shares) at Dec. 31, 2023		23,148,374
Issuance of Gaia, Inc. common stock for employee stock purchase plan	14			14
Issuance of Gaia, Inc. common stock for employee stock purchase plan, Shares		7,444
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation	335			335
Issuance of Gaia, Inc. common stock for RSU releases		4,708
Net Income (Loss)	(971)		(1,045)		74
Ending balance at Mar. 31, 2024	86,158	$ 3	(86,240)	171,044	1,351
Ending balance (in shares) at Mar. 31, 2024		23,160,526
Beginning balance at Dec. 31, 2023	86,780	$ 3	(85,195)	170,695	1,277
Beginning balance (in shares) at Dec. 31, 2023		23,148,374
Net Income (Loss)	(3,134)
Ending balance at Jun. 30, 2024	95,755	$ 3	(88,433)	170,562	13,623
Ending balance (in shares) at Jun. 30, 2024		23,381,031
Beginning balance at Mar. 31, 2024	86,158	$ 3	(86,240)	171,044	1,351
Beginning balance (in shares) at Mar. 31, 2024		23,160,526
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation	327			327
Issuance of Gaia, Inc. common stock for RSU releases		220,505
Igniton activity	11,433			(809)	12,242
Net Income (Loss)	(2,163)		(2,193)		30
Ending balance at Jun. 30, 2024	$ 95,755	$ 3	$ (88,433)	$ 170,562	$ 13,623
Ending balance (in shares) at Jun. 30, 2024		23,381,031

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (3,134)	$ (3,111)
Adjustments to reconcile net loss to net cash provided by operating activities:
Media library amortization	4,924	4,429
Depreciation and amortization	4,193	3,945
Noncash operating lease expense	472	539
Share-based compensation expense	662	543
Additions to media library	(3,938)	(5,210)
Equity method investment losses		250
Changes in operating assets and liabilities:
Accounts receivable	(895)	73
Other receivables	(712)	(590)
Prepaid expenses and other current assets	(413)	(481)
Accounts payable	1,892	1,940
Accrued and other liabilities	(1,072)	(2,409)
Deferred revenue	1,876	1,352
Net cash provided by operating activities	3,855	1,270
Cash flows from investing activities:
Additions to property and equipment	(2,520)	(1,909)
Purchase of intangible assets	(10,000)
Net cash used in investing activities	(12,520)	(1,909)
Cash flows from financing activities:
Repayment of long-term debt	(4,089)	(12,686)
Proceeds from short term borrowings	4,000	12,600
Proceeds from sale of subsidiary common stock, net of transaction costs	6,433
Proceeds from the issuance of common stock	14	42
Net cash provided by (used in) financing activities	6,358	(44)
Net change in cash, cash equivalents and restricted cash	(2,307)	(683)
Cash, cash equivalents and restricted cash, beginning of period	7,766	11,562
Cash, cash equivalents and restricted cash, end of period	5,459	10,879
Supplemental disclosure of cash flow information
Cash paid for interest	262	253
Supplemental disclosure of non-cash investing and financing activities
Value of shares issued for acquisition of content added to Media Library		$ 669
Additions to property and equipment in Accounts payable	(202)
Non-cash consideration paid for intangible assets	$ 6,156

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,163)	$ (971)	$ (1,843)	$ (1,268)	$ (3,134)	$ (3,111)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization, Nature of Operati

Organization, Nature of Operations, and Principles of Consolidation	6 Months Ended
	Jun. 30, 2024
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 strives to connect a unique and underserved member base. Our digital content library includes over 10,000 titles, with a growing selection of titles available in Spanish, German and French. Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation-related content and more – 88 % of which is exclusively available to our members for digital streaming on most internet-connected devices anytime, anywhere, commercial free. Our mission is to create a transformational network that empowers a global conscious community. Content on our network is currently organized into four primary channels—Yoga, Transformation, Alternative Healing, and Seeking Truth—and delivered directly to our members through our streaming platform. We curate programming for these channels by producing content in our in-house production studios with a staff of media professionals. This produced and owned content currently comprises approximately 75 % of our members’ viewing time. We complement our produced and owned content through long term licensing agreements. We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with GAAP, and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results. Use of Estimates and Reclassifications The preparation of the interim condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying interim condensed 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. As disclosed in our Annual Report on Form 10-K filed March 29, 2024, the Company determined it had the ability to exercise influence over Telomeron, Inc. (“Telomeron”) and, therefore, used the equity method of accounting to account for its equity interest. During the first quarter of 2024, the Company determined it no longer has the ability to exercise significant influence over Telomeron and, as such, the investment was reclassified at its carrying value to an equity security investment. The investment has been reclassed into Investments and other assets, net on our condensed consolidated balance sheets. Recently Issued Accounting Pronouncements Not Yet Adopted There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2023. The following recently issued accounting pronouncements are being evaluated but have not yet been adopted. In October 2023, Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements (“ASU 2023-06”), to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC’s regulations. The amendments in ASU 2023-06 will become effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. We are currently evaluating the impact of ASU 2023-06 on its consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

Revenue Recognition

Revenue Recognition	6 Months Ended
	Jun. 30, 2024
Revenue Recognition [Abstract]
Revenue Recognition	2. Revenue Recognition Revenues consist primarily of subscription fees paid by our members. We present revenues net of the taxes that are collected from members and remitted to governmental authorities. 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 third-party platform partners (“Partner”) have the primary relationship, including billing and service delivery, with the member. We recognize revenue on a gross basis for members whose primary relationship is with Gaia. 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.

Equity and Share-Based Compensa

Equity and Share-Based Compensation	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Equity and Share-Based Compensation	3. Equity and Share-Based Compensation During the three months ended June 30, 2024 and 2023, we recognized approximately $ 327 and $ 461 , respectively, of share-based compensation expense. During the first six months of 2024 and 2023, we recognized approximately $ 662 and $ 543 , 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 interim condensed consolidated statements of operations. There were no options exercised during three and six months ended June 30, 2024 or 2023 .

Debt

Debt	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Debt	4. Debt On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“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 (“Borrower”) 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 contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Borrower’s ability to incur liens or debt, make investments, or engage in certain fundamental changes. Additionally, the Credit Agreement requires Boulder Road to maintain a minimum Debt Service Ratio – Pre Distribution of 1.35 to 1.00 annually and a minimum Debt Service Ratio – Post Distribution of 1.15 to 1.00 annually. As of June 30, 2024 and December 31, 2023, the Borrower was in compliance with all related covenants. 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 permanent acquisitions or other investments. There were no outstanding borrowings as of June 30, 2024 and December 31, 2023. Loans made, or letters of credit issued, under the Credit Agreement mature on August 25, 2025 and are secured (subject to permitted liens and other exceptions) by a first priority lien on all business assets, including intellectual property, of Gaia and the subsidiary guarantors. Any advance under the Credit Agreement shall bear interest at the Daily Simple Secured Overnight Financing Rate (“SOFR”) (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 Company satisfied this requirement during October and November 2023. 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. As of June 30, 2024 and 2023, the Borrower was in compliance with all related covenants. Maturities on long-term debt, net are: (in thousands) 2024 (remaining) $ 79 2025 5,800 $ 5,879

Leases

Leases	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Leases	5. Leases In connection with the sale of a portion of our corporate campus as further discussed in Note 4, we leased the property pursuant to a master lease for an initial term extending through September 30, 2030, with two five-year extensions . The extension options are not recognized as part of the right-of-use asset and lease liability. We record the right to use the underlying asset for the operating lease term as an asset and our obligation to make lease payments as a liability, based on the present value of the lease payments over the initial lease term. At June 30, 2024 , the weighted average remaining lease term was 6.25 years and the weighted average discount rate was 3.75 %. Because the rate implicit in the lease is not readily determinable, we used our incremental borrowing rate to determine the present value of lease payments. Information related to our right-of-use asset and related lease liability were as follows: June 30, December 31, (in thousands) 2024 2023 (unaudited) Operating right-of-use asset, net $ 5,875 $ 6,288 Operating lease liability, current portion $ 809 $ 780 Operating lease liability, net of current portion 5,296 5,708 $ 6,105 $ 6,488 Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $ 265 and $ 265 for the three months ended June 30, 2024 and 2023, respectively and $ 530 and $ 530 for the six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, and for the subsequent years ending December 31, future maturity is as follows: (in thousands) 2024 (remaining) $ 507 2025 1,035 2026 1,064 2027 1,093 2028 1,123 Thereafter 2,037 Future lease payments, gross 6,859 Less: Imputed interest ( 754 ) Operating lease liability $ 6,105

Loss Per Share

Loss Per Share	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Loss Per Share	6. Loss Per Share Basic loss per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted loss per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period (“common stock equivalents”). Common stock equivalents consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method. The weighted-average diluted shares outstanding computation is: For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands, except per share data) 2024 2023 2024 2023 (unaudited) (unaudited) Weighted-average common stock outstanding 23,372 20,874 23,267 20,850 Weighted-average number of shares 23,372 20,874 23,267 20,850 We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common shareholders: For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 (unaudited) (unaudited) Common stock equivalents excluded due to net loss — 53 — 52 Employee stock options and RSUs ( 25 ) 492 1,548 471 ( 25 ) 545 1,548 523

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	7. Income Taxes Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. Based on our historical operating losses, combined with our plans to continue to invest in our revenue growth and content library, we have a full valuation allowance on our deferred tax assets as of June 30, 2024. As of June 30, 2024 , our net operating loss carryforwards on a gross basis were $ 81.3 million and $ 26.3 million for federal and state, respectively. The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) is a stimulus bill which was in response to economic consequences of the COVID-19 pandemic. The CARES Act provided an employee retention credit, which is a refundable tax credit against certain employment taxes. During 2023, we recorded $ 1.75 million related to the employee retention credit in Selling and operating expenses in the condensed consolidated statements of operations with a related receivable balance from the United States government related to the CARES Act, which is recorded in Prepaid expenses and other current assets on our condensed consolidated balance sheets.

Contingencies

Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Contingencies	8. Contingencies From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at June 30, 2024, 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. The Company is subject to tax examinations for non-income taxes in foreign jurisdictions where it provides services to consumers residing in foreign jurisdictions. A number of these examinations are ongoing and, in certain cases, have resulted in assessments from foreign tax authorities. An accrual for non-income tax liability is recognized for foreign jurisdictions when it is probable that a liability has been incurred and the non-income tax exposure can be reasonably estimated. For other foreign jurisdictions requiring non-income taxes, the Company has determined that the non-income tax exposure is reasonably possible. However, considering the Company is in early stages of the examination and the Company’s prior experience with foreign tax authorities, the Company is unable to reasonably estimate the amount of non-income tax exposure that may be incurred.

Segment and Geographic Informat

Segment and Geographic Information	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Segment and Geographic Information	9. Segment and Geographic Information Our chief operating decision maker reviews operating results on a consolidated basis and has determined that we have one reportable segment. 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 Three Months Ended June 30, For the Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Revenue: United States $ 12,390 $ 11,292 $ 24,536 $ 23,007 International 9,691 8,547 19,238 16,479 $ 22,081 $ 19,839 $ 43,774 $ 39,486

Igniton Transaction

Igniton Transaction	6 Months Ended
	Jun. 30, 2024
Igniton Transaction [Abstract]
Igniton Transaction	10. Igniton Transaction In April 2024, the Company entered into a series of transactions with its subsidiary, Igniton, and a third-party entity to purchase a perpetual license for a total of $ 16.2 million of consideration comprised of $ 10.2 million of cash and $ 5.0 million of common stock of Igniton and $ 1.0 million of the Company's equity security investment in Telomeron (the “License Purchase”). The license allows the Company to utilize the technology developed by the third party. This license is being recorded within the Technology license, net line item on the condensed consolidated balance sheets. The License Purchase was funded through an equity financing through Igniton which raised $ 6.8 million of cash from third-party investors and $ 4.0 million investment from Gaia. Technology license, net consists of the following as of June 30, 2024: (in thousands) June 30, 2024 Technology license $ 16,156 Accumulated amortization ( 202 ) Technology license, net $ 15,954 The following schedule discloses the effects of changes in the Company’s ownership of Igniton on the Company’s equity, as a result of the Igniton Transaction, for the periods presented: Three Months Ended Six Months Ended (in thousands) June 30, 2024 June 30, 2024 Net income attributable to Gaia, Inc. shareholders $ ( 2,193 ) $ ( 3,238 ) Change in Gaia’s paid-in capital for sale of Igniton Shares, net of issuance costs ( 809 ) ( 809 ) Net transfers from non-controlling interest ( 809 ) ( 809 ) Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest $ ( 3,002 ) $ ( 4,047 ) On April 18, 2024, Igniton, Inc., a Colorado corporation (“Igniton”), and subsidiary of the Company, closed a sale of 2,750,000 shares of Igniton common stock (the “Igniton Shares”) to certain funds managed by AWM Investment Company, Inc. (“AWM”) for total net proceeds of $ 3,162,500 . Igniton’s total proceeds included a $ 412,500 premium (the “Premium”) that was passed to the Company in exchange for the issuance to AWM of a non-transferable right granting AWM a one-time ability to sell the Igniton Shares to the Company for the total net proceeds paid (the “Option”), payable at the Company’s option, in cash or shares of the Company’s Class A common stock having a value per share equal to the trailing 5-day average VWAP prior to the exercise of the Option. The amounts have been recorded within Additional paid-in capital and Noncontrolling interests within the Statement of Stockholder’s Equity.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events Management has evaluated and determined there were no subsequent events as of the filing of this Form 10-Q.

Organization, Nature of Opera_2

Organization, Nature of Operations, and Principles of Consolidation (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Use of Estimates and Reclassifications	Use of Estimates and Reclassifications The preparation of the interim condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying interim condensed 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. As disclosed in our Annual Report on Form 10-K filed March 29, 2024, the Company determined it had the ability to exercise influence over Telomeron, Inc. (“Telomeron”) and, therefore, used the equity method of accounting to account for its equity interest. During the first quarter of 2024, the Company determined it no longer has the ability to exercise significant influence over Telomeron and, as such, the investment was reclassified at its carrying value to an equity security investment. The investment has been reclassed into Investments and other assets, net on our condensed consolidated balance sheets.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2023. The following recently issued accounting pronouncements are being evaluated but have not yet been adopted. In October 2023, Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements (“ASU 2023-06”), to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC’s regulations. The amendments in ASU 2023-06 will become effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. We are currently evaluating the impact of ASU 2023-06 on its consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Maturities on Long Term Debt, Net	Maturities on long-term debt, net are: (in thousands) 2024 (remaining) $ 79 2025 5,800 $ 5,879

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
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 used our incremental borrowing rate to determine the present value of lease payments. Information related to our right-of-use asset and related lease liability were as follows: June 30, December 31, (in thousands) 2024 2023 (unaudited) Operating right-of-use asset, net $ 5,875 $ 6,288 Operating lease liability, current portion $ 809 $ 780 Operating lease liability, net of current portion 5,296 5,708 $ 6,105 $ 6,488
Schedule of Future Maturity of Lease Liability	Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $ 265 and $ 265 for the three months ended June 30, 2024 and 2023, respectively and $ 530 and $ 530 for the six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, and for the subsequent years ending December 31, future maturity is as follows: (in thousands) 2024 (remaining) $ 507 2025 1,035 2026 1,064 2027 1,093 2028 1,123 Thereafter 2,037 Future lease payments, gross 6,859 Less: Imputed interest ( 754 ) Operating lease liability $ 6,105

Loss Per Share (Tables)

Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of Weighted-Average Diluted Shares Outstanding	The weighted-average diluted shares outstanding computation is: For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands, except per share data) 2024 2023 2024 2023 (unaudited) (unaudited) Weighted-average common stock outstanding 23,372 20,874 23,267 20,850 Weighted-average number of shares 23,372 20,874 23,267 20,850
Summary of Potential Common Shares Excluded from Diluted Calculation	We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common shareholders: For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 (unaudited) (unaudited) Common stock equivalents excluded due to net loss — 53 — 52 Employee stock options and RSUs ( 25 ) 492 1,548 471 ( 25 ) 545 1,548 523

Segment and Geographic Inform_2

Segment and Geographic Information (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Geographical Data for Operations	The following represents geographical data for our operations: For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Revenue: United States $ 12,390 $ 11,292 $ 24,536 $ 23,007 International 9,691 8,547 19,238 16,479 $ 22,081 $ 19,839 $ 43,774 $ 39,486

Igniton Transaction (Tables)

Igniton Transaction (Tables)	6 Months Ended
	Jun. 30, 2024
Igniton Transaction [Abstract]
Schedule of Technology License, Net	Technology license, net consists of the following as of June 30, 2024: (in thousands) June 30, 2024 Technology license $ 16,156 Accumulated amortization ( 202 ) Technology license, net $ 15,954
Schedule of Discloses the Effects of Changes Companys Ownership	The following schedule discloses the effects of changes in the Company’s ownership of Igniton on the Company’s equity, as a result of the Igniton Transaction, for the periods presented: Three Months Ended Six Months Ended (in thousands) June 30, 2024 June 30, 2024 Net income attributable to Gaia, Inc. shareholders $ ( 2,193 ) $ ( 3,238 ) Change in Gaia’s paid-in capital for sale of Igniton Shares, net of issuance costs ( 809 ) ( 809 ) Net transfers from non-controlling interest ( 809 ) ( 809 ) Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest $ ( 3,002 ) $ ( 4,047 )

Organization, Nature of Opera_3

Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2024 Channel Title
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Number of channels | Channel	4
Percentage of produced and owned content views	75%
Minimum [Member]
Organization Nature Of Operations And Principles Of Consolidation [Line Items]
Number of titles available in digital content library | Title	10,000
Percentage of digital streaming exclusively available for subscribers	88%

Equity and Share-Based Compen_2

Equity and Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-based compensation expense	$ 327	$ 461	$ 662	$ 543
Options exercised during period	0	0	0	0

Debt - Additional Information (

Debt - Additional Information (Detail) - USD ($)			6 Months Ended
	Dec. 28, 2020	Sep. 09, 2020	Jun. 30, 2024	Dec. 31, 2023	Aug. 25, 2022
Debt Instrument [Line Items]
Covenant compliance			As of June 30, 2024 and 2023, the Borrower was in compliance with all related covenants.
Credit Agreement [Member] | Keybank [Member]
Debt Instrument [Line Items]
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			1.2
Maximum required leverage ratio			1.5
Line of credit facility, expiration			Aug. 25, 2025
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
Loan principal amount			$ 0	$ 0
Outstanding borrowings			$ 0	$ 0
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 LLC [Member] | Maximum [Member]
Debt Instrument [Line Items]
Minimum debt service ratio - pre distribution	1
Minimum debt service ratio - post distribution	1
Boulder Road LLC [Member] | Minimum [Member]
Debt Instrument [Line Items]
Minimum debt service ratio - pre distribution	1.35
Minimum debt service ratio - post distribution	1.15
Boulder Road and Westside Boulder, LLC [Member] | Loan Agreement [Member] | First Interstate Bank [Member] | Mortgage Loan [Member]
Debt Instrument [Line Items]
Loan principal amount	$ 13,000,000
Interest rate	3.75%
Debt instrument, maturity date	Dec. 28, 2025
Percentage of line of credit proceeds	50%
Percentage of line of credit monthly installments	50%
Outstanding borrowings	$ 13,000,000
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	Jun. 30, 2024 USD ($)
Maturities of Long-Term Debt [Abstract]
2024 (remaining)	$ 79
2025	5,800
Total maturities on long-term debt	$ 5,879

Leases - Additional Information

Leases - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Lessee Lease Description [Line Items]
Operating lease, extending Description			we leased the property pursuant to a master lease for an initial term extending through September 30, 2030, with two five-year extensions
Operating lease, existence of option to extend [true false]			true
Operating right-of-use asset, net	$ 5,875		$ 5,875		$ 6,288
Operating lease liability	$ 6,105		$ 6,105		$ 6,488
Operating lease, weighted average remaining lease term	6 years 3 months		6 years 3 months
Operating lease, weighted average discount rate	3.75%		3.75%
Operating lease expense	$ 265	$ 265	$ 530	$ 530
Two Five Year Extensions [Member]
Lessee Lease Description [Line Items]
Operating lease, Renewal Term	5 years		5 years

Leases - Schedule of Right of U

Leases - Schedule of Right of Use Asset and Related Lease Liability (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating right-of-use asset, net	$ 5,875	$ 6,288
Operating lease liability, current portion	809	780
Operating lease liability, net of current portion	5,296	5,708
Operating Lease, Liability	$ 6,105	$ 6,488

Leases - Schedule of Future Mat

Leases - Schedule of Future Maturity of Lease Liability (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
2024 (remaining)	$ 507
2025	1,035
2026	1,064
2027	1,093
2028	1,123
Thereafter	2,037
Future lease payments, gross	6,859
Less: Imputed interest	(754)
Operating lease liability	$ 6,105	$ 6,488

Loss Per Share - Schedule of We

Loss Per Share - Schedule of Weighted-Average Diluted Shares Outstanding (Detail) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Weighted-average common stock outstanding	23,372	20,874	23,267	20,850
Weighted-average number of shares	23,372	20,874	23,267	20,850

Loss Per Share - Summary of Pot

Loss Per Share - Summary of Potential Common Shares Excluded from Diluted Calculation (Detail) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	(25)	545	1,548	523
Common Stock Equivalents Excluded due to Net Loss [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	0	53	0	52
Employee Stock Options and RSUs [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	(25)	492	1,548	471

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Income Taxes [Line Items]
Employee retention credit in Selling and operating expenses related to CARES Act	$ 1,750
Federal [Member]
Income Taxes [Line Items]
Net operating loss carryforwards		$ 81,300
State [Member]
Income Taxes [Line Items]
Net operating loss carryforwards		$ 26,300

Segment and Geographic Inform_3

Segment and Geographic Information - Geographical Data for Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue:
Business combination net operating revenue	$ 22,081	$ 19,839	$ 43,774	$ 39,486
United States [Member]
Revenue:
Business combination net operating revenue	12,390	11,292	24,536	23,007
International [Member]
Revenue:
Business combination net operating revenue	$ 9,691	$ 8,547	$ 19,238	$ 16,479

Igniton Transaction - Additiona

Igniton Transaction - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	6 Months Ended
	Apr. 18, 2024	Apr. 30, 2024	Jun. 30, 2024	Jun. 30, 2023
Igniton Transaction [Line Items]
Total net proceeds of common stock			$ 14	$ 42
Igniton [Member]
Igniton Transaction [Line Items]
Sale shares of igniton common stock	2,750,000
Total net proceeds of common stock	$ 3,162,500
Premium on sale of common stock	$ 412,500
Perpetual License [Member]
Igniton Transaction [Line Items]
Total purchase amount		$ 16,200
Payment through cash		10,200
Perpetual License [Member] | Igniton [Member]
Igniton Transaction [Line Items]
Issuance of common stock		5,000
Perpetual License [Member] | Telomeron [Member]
Igniton Transaction [Line Items]
Issuance of common stock		$ 1,000
License Purchase [Member]
Igniton Transaction [Line Items]
Proceeds from investment			4,000
License Purchase [Member] | Igniton [Member]
Igniton Transaction [Line Items]
Equity financing raised			$ 6,800

Igniton Transaction - Schedule

Igniton Transaction - Schedule of Technology License, Net (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Igniton Transaction [Line Items]
Technology license, net	$ 15,954
Technology License [Member]
Igniton Transaction [Line Items]
Technology license	16,156
Accumulated amortization	(202)
Technology license, net	$ 15,954

Igniton Transaction - Schedul_2

Igniton Transaction - Schedule of Discloses the Effects of Changes Companys Ownership (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Igniton Transaction [Line Items]
Net loss attributable to common shareholders	$ (2,193)	$ (1,888)	$ (3,238)	$ (3,194)
Net transfers from non-controlling interest	30	$ 45	104	83
Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest			(3,134)	$ (3,111)
Igniton [Member]
Igniton Transaction [Line Items]
Net loss attributable to common shareholders	(2,193)		(3,238)
Change in Gaia's paid-in capital for sale of Igniton Shares, net of issuance costs	(809)		(809)
Net transfers from non-controlling interest	(809)		(809)
Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest	$ (3,002)		$ (4,047)