Gaia (GAIA) 10-Q 4 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 03, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Trading Symbol	GAIA
Entity Registrant Name	GAIA, INC
Entity Central Index Key	1,089,872
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,745,131
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,400,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash	$ 62,454	$ 1,266
Accounts receivable	604	465
Prepaid expenses and other current assets	1,485	729
Current assets of discontinued operations		68,860
Total current assets	64,543	71,320
Property, equipment, and media library, net	28,550	29,524
Goodwill and other intangibles, net	10,680	10,816
Investments and other assets	10,882	1,549
Noncurrent assets of discontinued operations		15,333
Total assets	114,655	128,542
Current liabilities:
Accounts payable and accrued liabilities	6,410	6,081
Income taxes payable	3,690
Deferred revenue	1,994	1,454
Current liabilities of discontinued operations		32,214
Total current liabilities	12,094	39,749
Deferred taxes	1,285
Commitments and contingencies
Gaia, Inc. shareholders' equity:
Additional paid-in capital	98,929	172,371
Accumulated other comprehensive loss		(399)
Accumulated deficit	2,345	(88,035)
Total Gaia, Inc. shareholders' equity	101,276	83,940
Noncontrolling interest		4,853
Total equity	101,276	88,793
Total liabilities and equity	114,655	128,542
Class A Common Stock [Member]
Gaia, Inc. shareholders' equity:
Common stock	1	2
Class B Common Stock
Gaia, Inc. shareholders' equity:
Common stock	$ 1	$ 1

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
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	9,745,131	19,130,681
Common stock, shares outstanding	9,745,131	19,130,681
Class B Common Stock
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 - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net revenues
Streaming	$ 3,802	$ 2,818	$ 10,641	$ 7,933
DVD Subscription and other	660	683	1,849	1,959
Total net revenues	4,462	3,501	12,490	9,892
Cost of revenues
Streaming	636	529	1,952	1,706
DVD Subscription and other	65	79	209	255
Total cost of revenues	701	608	2,161	1,961
Gross profit	3,761	2,893	10,329	7,931
Expenses:
Selling and operating	6,536	2,249	17,383	9,735
Corporate, general and administration	1,439	1,286	4,215	3,571
Total expenses	7,975	3,535	21,598	13,306
Loss from operations	(4,214)	(642)	(11,269)	(5,375)
Interest and other income (expense), net	20	(18)	(133)	(282)
Loss before income taxes	(4,194)	(660)	(11,402)	(5,657)
Income tax expense (benefit)	(4,043)		(4,041)
Net loss from continuing operations	(151)	(660)	(7,361)	(5,657)
Income (loss) from discontinued operations, net of tax	100,595	(8,154)	97,741	(8,165)
Net income (loss)	$ 100,444	$ (8,814)	$ 90,380	$ (13,822)
Net income (loss) per share -basic and diluted:
From continuing operations	$ (0.01)	$ (0.03)	$ (0.34)	$ (0.23)
From discontinued operations	6.65	(0.33)	4.56	(0.33)
Net income (loss) per share.	$ 6.64	$ (0.36)	$ 4.22	$ (0.56)
Weighted-average shares outstanding:
Basic	15,138	24,517	21,417	24,507
Diluted	15,138	24,517	21,417	24,507

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net income (loss) attributable to Gaia, Inc. shareholders	$ 100,444	$ (8,814)	$ 90,380	$ (13,822)
Net loss attributable to the noncontrolling interest included in discontinued operations		(550)		(565)
Total net income (loss) before noncontrolling interest	100,444	(8,264)	90,380	(13,257)
Accumulated other comprehensive loss:
Foreign currency translation loss, net of tax		(154)		(246)
Comprehensive income (loss)	100,444	(8,418)	90,380	(13,503)
Less: comprehensive loss attributable to the noncontrolling interest		(471)		(422)
Comprehensive income (loss) attributable to Gaia, Inc.	$ 100,444	$ (8,889)	$ 90,380	$ (13,925)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating activities
Net income (loss)	$ 90,380	$ (13,822)
(Income) loss from discontinued operations	(97,741)	8,165
Net loss from continuing operations	(7,361)	(5,657)
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities-continuing operations:
Depreciation and amortization	2,757	2,384
Loss on remeasurement of foreign currency		434
Share-based compensation expense	381	245
Changes in operating assets and liabilities:
Accounts receivable, net	(211)	(49)
Prepaid expenses and other assets	(584)	260
Accounts payable and accrued liabilities	329	1,480
Deferred revenue	540	559
Net cash provided by (used in) operating activities-continuing operations	(4,149)	(344)
Net cash provided by (used in) operating activities-discontinued operations	(4,849)	5,387
Net cash provided by (used in) operating activities	(8,998)	5,043
Investing activities
Additions to property, equipment and media library	(4,484)	(5,198)
Purchase of investment	(10,020)
Net cash provided by (used in) investing activities-continuing operations	(14,504)	(5,198)
Net cash provided by (used in) investing activities-discontinued operations	161,808	(1,709)
Net cash provided by (used in) investing activities	147,304	(6,907)
Financing activities
Proceeds from issuance of stock	994	160
Repurchases of stock	(76,168)
Drawdowns on line of credit	3,000
Repayments on line of credit	(3,000)
Dividends paid to noncontrolling interest	(1,944)	(486)
Net cash used in financing activities	(77,118)	(326)
Effect of exchange rates on cash		(632)
Net change in cash	61,188	(2,822)
Cash at beginning of period	1,266	3,821
Cash at end of period	$ 62,454	$ 999

Organization, Nature of Operati

Organization, Nature of Operations, and Principles of Consolidation	9 Months Ended
	Sep. 30, 2016
Organization, Nature of Operations, and Principles of Consolidation	1. Organization, Nature of Operations, and Principles of Consolidation Gaia, Inc. (known as Gaiam, Inc. until July 2016) was incorporated under the laws of the State of Colorado on July 7, 1988. We operate a global digital video subscription service and on-line community that caters to a unique and underserved subscriber base. Our digital content is available to our subscribers on most Internet connected devices anytime, anywhere commercial free. The subscription also allows our subscribers to download and view files in the library without being actively connected to the internet. Through our online Gaia subscription service, our customers have unlimited access to a vast library of inspiring films, personal growth related content, cutting edge documentaries, interviews, yoga classes, and more – 90% of which is exclusively available to our subscribers for digital streaming. We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results. Divestiture of the Gaiam Brand Segment, Management Changes, Tender Offer, and Name Change In separate transactions on May 4, 2016 and July 1, 2016, we completed the sale of the components of our former Gaiam Brand segment, which previously represented the majority of our operating revenues and expenses. The terms and implications of the sales are discussed in Note 2. Our current business which remains after the sales primarily consists of our former Gaia segment, and we now have only one business segment. In connection with the sales, we appointed new executive officers, including Jirka Rysavy as Chief Executive Officer, Brad Warkins as President, and Paul Tarell as Chief Financial Officer. We used a portion of the proceeds from the sale to conduct a tender offer that resulted in the purchase 9,636,848 shares of our Class A common stock and 842,114 stock options at $7.75 per share. On July 14, 2016, we changed our name from Gaiam, Inc. to Gaia, Inc. Use of Estimates and Reclassifications The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates. We have made certain reclassifications to prior period amounts to conform to the current period presentations. Recent Accounting Pronouncements The Financial Accounting Standards Board (‘FASB”) has issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The amendments under the new guidance require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The guidance is effective for consolidated financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We adopted this guidance effective April 1, 2016, and it did not have a material impact on our reported financial position or results of operations. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). We will adopt ASU 2014-09 in the first quarter of 2018 and apply the full retrospective approach. We are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. We will adopt ASU 2016-02 in the first quarter of 2019 and are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends Topic 718, Compensation – Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. We will adopt ASU 2016-09 in the first quarter of 2017 and are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements.

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2016
Discontinued Operations	2. Discontinued Operations Sale of the Gaiam Brand segment On May 4, 2016 we sold our 51.4% equity interest in Natural Habitat, Inc. (“Natural Habitat”), our eco-travel subsidiary, in exchange for $12.85 million in cash, and recognized a gain of $10.3 million as disclosed in our Current Report on Form 8-K filed May 10, 2016. On July 1, 2016, we sold the assets and liabilities of our Gaiam Brand business in exchange for a gross purchase price of $167.0 million, subject to closing expenses and post-closing adjustments, as disclosed in our Current Reports on Form 8-K filed May 10, 2016 and July 8, 2016. Our Gaiam Brand business previously constituted the majority of our consolidated revenues and expenses, and consisted of Gaiam branded yoga, fitness and wellness consumer products, and content (excluding the streaming rights). The Gaiam Brand business and our interest in our eco-travel subsidiary constituted all the assets and liabilities of our Gaiam Brand segment. Discontinued Operations The assets and liabilities, operating results, and cash flows of our Gaiam Brand segment are presented as discontinued operations, separate from our continuing operations, for all periods presented in these interim condensed consolidated financial statements and footnotes, unless otherwise indicated. Discontinued operating results for 2015 also include legal expenses associated with the sale of our former DVD distribution business to Cinedigm. We were involved in arbitration with Cinedigm associated with the sale, which was settled during 2015. The major components of assets and liabilities of our discontinued operations were as follows: (in thousands) December 31, 2015 Current assets: Cash $ 12,605 Accounts receivable, net 26,441 Inventory, less allowances 17,302 Other current assets 12,512 Total current assets of discontinued operations $ 68,860 Property, equipment and media library, net 6,237 Goodwill and other intangibles, net 5,497 Other assets 3,599 Total noncurrent assets of discontinued operations $ 15,333 Current liabilities: Accounts payable and accrued liabilities $ 32,214 Total current liabilities of discontinued operations $ 32,214 The income from discontinued operations amounts as reported on our condensed consolidated statements of operations were comprised of the following amounts: For the Three Months Ended For the Nine Months Ended (in thousands, except per share data) 2016 2015 2016 2015 (unaudited) (unaudited) Net revenue $ — $ 47,799 $ 52,627 $ 120,192 Cost of goods sold — 28,839 32,975 70,816 Gross profit — 18,960 19,652 49,376 Operating expenses 1,042 25,765 33,641 55,897 Income (loss) from operations (1,042 ) (6,805 ) (13,989 ) (6,521 ) Other (expense) income — (352 ) 234 (457 ) Income (loss) before income taxes and noncontrolling interest (1,042 ) (7,157 ) (13,755 ) (6,978 ) Income tax expense (benefit) (4,989 ) 447 (4,831 ) 621 Income (loss) from discontinued operations attributable to the — (550 ) (310 ) (566 ) Income (loss) from the operation of discontinued operations 3,947 (8,154 ) (9,234 ) (8,165 ) Gain on disposal of discontinued operations: Gain on sale of Gaiam Brand segment 114,499 — 124,826 — Write-off of assets impacted by, but not included in sale 3,740 — 3,740 — Income tax expense 14,111 — 14,111 — Income (loss) from discontinued operations, net of tax $ 100,595 $ (8,154 ) $ 97,741 $ (8,165 ) Prior to its divestiture in May 2016, Natural Habitat used derivative instruments to manage a portion of its exposure to changes in currency exchange rates due to payments made to foreign tour operators. The cash flow effects of these derivative contracts during 2016 are included in Net cash used in operating activities—discontinued operations in the Statements of Cash Flows. Realized and unrealized gains and losses on currency derivatives without hedge accounting designation are included in Income from discontinued operations, net of tax in the accompanying condensed consolidated statements of operations. For the three and nine month periods ended September 30, 2016 the gain recognized was $0.0 million and $1.3 million, respectively. The asset related to the fair value of the hedging instrument was included in current assets of discontinued operations in the accompanying condensed consolidated balance sheet prior to the sale.

Investments

Investments	9 Months Ended
	Sep. 30, 2016
Investments	3. Investments In September 2016, we purchased 10% of the outstanding common stock and associated voting rights of a privately held Colorado corporation for $10.0 million. 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 forfeit such right for the benefit of another party, we may be required to sell or surrender our existing stock ownership.

Credit Facility

Credit Facility	9 Months Ended
	Sep. 30, 2016
Credit Facility	4. Credit Facility In 2015 Boulder Road LLC, a subsidiary of Gaia, entered into a revolving line of credit agreement with a bank in the amount of $5.0 million. The note bears interest at the prime rate plus 3.25%, is guaranteed by us, and is secured by a Deed of Trust filed against the real property on which our principal offices are located. The value of our principal offices is in excess of the amount of the line of credit. During the nine months ended September 30, 2016, Boulder Road LLC drew and repaid $3.0 million on the line of credit. No amounts were outstanding under the line of credit as of September 30, 2016.

Equity

Equity	9 Months Ended
	Sep. 30, 2016
Equity	5. Equity During the first nine months of 2016, we issued 19,000 shares of our Class A common stock under our 2009 Long-Term Incentive Plan to our independent directors, in lieu of cash compensation, for services rendered in 2016. We valued the shares issued to our independent directors at estimated fair value based on the closing price of our shares on the date the shares were issued, which by policy is the last trading day of each quarter in which the services were rendered. During the first nine months of 2016, we issued 182,660 shares of our Class A common stock with net proceeds of $1.0 million in connection with option exercises. In June in conjunction with the Gaiam Brand business sale, we issued 50,000 shares of our Class A common stock as a charitable contribution to a local organization. We valued the shares at the closing market price of our shares on the date they were issued and recorded a charitable contribution expense of $0.4 million. On July 1, 2016, we used a portion of the proceeds from the sale of the Gaiam Brand business to conduct a tender offer resulting in the purchase of 9,636,848 shares of our Class A common stock and 842,114 stock options at a price of $7.75 per share. In connection with the Gaiam Brand business sale, employee stock options to purchase 189,610 shares received accelerated vesting and were repurchased in the tender offer.. Subsequent to the Gaiam Brand business sale options to purchase 194,610 shares were forfeited. The following is a reconciliation from December 31, 2015 to September 30, 2016 of the carrying amount of total equity, equity attributable to Gaia, Inc., and equity attributable to the noncontrolling interest. Gaia, Inc. Shareholders (in thousands) Total Accumulated Deficit Accumulated Other Comprehensive Loss Class A and Class B Common Stock Paid-in Capital Noncontrolling Interest Balance at December 31, 2015 $ 88,793 $ (88,035 ) $ (399 ) $ 3 $ 172,371 $ 4,853 Issuance of Gaia, Inc. common stock for stock option exercises, share-based compensation and charitable contribution 2,725 — — — 2,725 — Repurchase of shares (76,168 ) (1 ) (76,167 ) Dividends paid to noncontrolling interest (1,944 ) — — — — (1,944 ) Elimination of noncontrolling interest and accumulated other comprehensive loss resulting from the sale of Gaiam Brand segment (2,510 ) 399 (2,909 ) Net income 90,380 90,380 — — — — Balance at September 30, 2016 $ 101,276 $ 2,345 $ — $ 2 $ 98,929 $ —

Share-Based Payments

Share-Based Payments	9 Months Ended
	Sep. 30, 2016
Share-Based Payments	6. Share-Based Payments During the first nine months of 2016 and 2015, we extended the term of certain options granted under our 2009 Long-Term Incentive Plan to members of our executive team for an additional three months, and recognized $40,000 and $100,000 of associated stock 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. On February 26, 2015, our board of directors and the board of directors of our subsidiary Gaia International, Inc. (formerly known as Gaia, Inc.) approved the Long-Term Deferred Equity Plan (the “deferred equity plan”) as an incentive plan for the management of our Gaia segment. In anticipation of the contemplated separation of the Gaia segment from the Gaiam Brand segment, our board of directors and the board of directors of our subsidiary Gaia International, Inc. granted restricted stock units (“RSUs”) of Gaia International, Inc.’s Class A common stock under the deferred equity plan to certain of our officers and employees involved in the Gaia segment. As previously authorized by our board of directors, on July 1, 2016 in connection with the closing of the Brand Business sale, the RSU’s granted under the deferred equity plan were exchanged for 348,841 RSU’s under our 2009 Long-Term Incentive Plan. In connection with the exchanges, each recipient entered into an individual restricted stock unit award agreement with the following terms: (i) the recipient is entitled to receive one share of Class A common stock for each RSU upon vesting, and (ii) the RSUs have a cliff vest on March 16, 2020, provided that the recipient is still an employee or director on such date. The RSUs will be automatically forfeited and of no further force and effect upon separation from the company, including involuntary termination.

Net Income (Loss) per Share

Net Income (Loss) per Share	9 Months Ended
	Sep. 30, 2016
Net Income (Loss) per Share	7. Net Income (Loss) per Share Basic net income (loss) per share excludes any dilutive effects of options. We compute basic net income (loss) per share using the weighted average number of shares of common stock outstanding during the period. We compute diluted net income (loss) per share using the weighted average number of shares of common stock and common stock equivalents outstanding during the period. We excluded common stock equivalents of 295,000 and 943,000 from the computation of diluted net loss per share for the three months ended September 30, 2016 and 2015, respectively, and 852,000 and 957,000 for the nine months ended September 30, 2016 and 2015, respectively, because their effect was antidilutive. The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2016 2015 2016 2015 Net income (loss): Loss from continuing operations $ (151 ) $ (660 ) $ (7,361 ) $ (5,657 ) Income (loss) from discontinued operations 100,595 (8,154 ) 97,741 (8,165 ) Net income (loss) $ 100,444 $ (8,814 ) $ 90,380 $ (13,822 ) Weighted average shares for basic net income (loss) per share 15,138 24,517 21,417 24,507 Effect of dilutive securities — — — — Weighted average shares for diluted net income (loss) per share 15,138 24,517 21,417 24,507 Net income (loss) per share —basic and diluted: Loss from continuing operations $ (0.01 ) $ (0.03 ) $ (0.34 ) $ (0.23 ) Income (loss) from discontinued operations $ 6.65 $ (0.33 ) $ 4.56 $ (0.33 ) Basic and diluted net income (loss) per share $ 6.64 $ (0.36 ) $ 4.22 $ (0.56 )

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Income Taxes	8. Income Taxes Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. During 2013, we determined that a full valuation allowance against our deferred tax assets was necessary due to the cumulative loss incurred over the three-year period ended December 31, 2013. Due to the gain on the sale of the Gaiam Brand segment and our expectation of utilizing the majority of our deferred tax assets to offset this gain, we released the valuation allowance on these deferred tax assets. We expect to utilize a gross amount of $80.7 million of federal net operating losses and of $30.2 million of state net operating losses.

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2016
Segment Information	9. Segment Information Through June 30, 2016, we managed our company and aggregated our operational and financial information in two reportable segments, which were aligned based on their products or services. Gaia: This segment includes our subscription video streaming service and the results of our legacy DVD subscription business together with the results of Boulder Road LLC. This segment represents our ongoing business, and the accompanying financial statements show the results of this business segment. Gaiam Brand: This segment included our branded yoga, fitness, and wellness products. It also included Natural Habitat until May 4, 2016. As discussed above, we completed the sale of the remaining Gaiam Brand business on Following the sale of the Gaiam Brand segment on July 1, 2016, our chief operating decision maker reviews operating results on a consolidated basis and we therefore have one reportable segment.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies	10. Commitments and Contingencies From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. Claimed amounts against us may be substantial but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some legal proceedings may be disposed of or decided unfavorably to us and in excess of the amounts currently accrued. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, which are considered probable of being rendered against us in litigation or arbitration in existence at September 30, 2016 and can be reasonably estimated are reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows.

Organization, Nature of Opera17

Organization, Nature of Operations, and Principles of Consolidation (Policies)	9 Months Ended
	Sep. 30, 2016
Basis of Accounting	Gaia, Inc. (known as Gaiam, Inc. until July 2016) was incorporated under the laws of the State of Colorado on July 7, 1988. We operate a global digital video subscription service and on-line community that caters to a unique and underserved subscriber base. Our digital content is available to our subscribers on most Internet connected devices anytime, anywhere commercial free. The subscription also allows our subscribers to download and view files in the library without being actively connected to the internet. Through our online Gaia subscription service, our customers have unlimited access to a vast library of inspiring films, personal growth related content, cutting edge documentaries, interviews, yoga classes, and more – 90% of which is exclusively available to our subscribers for digital streaming. We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results.
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 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Financial Accounting Standards Board (‘FASB”) has issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The amendments under the new guidance require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The guidance is effective for consolidated financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We adopted this guidance effective April 1, 2016, and it did not have a material impact on our reported financial position or results of operations. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). We will adopt ASU 2014-09 in the first quarter of 2018 and apply the full retrospective approach. We are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. We will adopt ASU 2016-02 in the first quarter of 2019 and are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends Topic 718, Compensation – Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. We will adopt ASU 2016-09 in the first quarter of 2017 and are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements.

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2016
Major Components of Assets and Liabilities of Discontinued Operations	The major components of assets and liabilities of our discontinued operations were as follows: (in thousands) December 31, 2015 Current assets: Cash $ 12,605 Accounts receivable, net 26,441 Inventory, less allowances 17,302 Other current assets 12,512 Total current assets of discontinued operations $ 68,860 Property, equipment and media library, net 6,237 Goodwill and other intangibles, net 5,497 Other assets 3,599 Total noncurrent assets of discontinued operations $ 15,333 Current liabilities: Accounts payable and accrued liabilities $ 32,214 Total current liabilities of discontinued operations $ 32,214
Income from Discontinued Operations Amounts as Reported on Condensed Consolidated Statements of Operations	The income from discontinued operations amounts as reported on our condensed consolidated statements of operations were comprised of the following amounts: For the Three Months Ended For the Nine Months Ended (in thousands, except per share data) 2016 2015 2016 2015 (unaudited) (unaudited) Net revenue $ — $ 47,799 $ 52,627 $ 120,192 Cost of goods sold — 28,839 32,975 70,816 Gross profit — 18,960 19,652 49,376 Operating expenses 1,042 25,765 33,641 55,897 Income (loss) from operations (1,042 ) (6,805 ) (13,989 ) (6,521 ) Other (expense) income — (352 ) 234 (457 ) Income (loss) before income taxes and noncontrolling interest (1,042 ) (7,157 ) (13,755 ) (6,978 ) Income tax expense (benefit) (4,989 ) 447 (4,831 ) 621 Income (loss) from discontinued operations attributable to the — (550 ) (310 ) (566 ) Income (loss) from the operation of discontinued operations 3,947 (8,154 ) (9,234 ) (8,165 ) Gain on disposal of discontinued operations: Gain on sale of Gaiam Brand segment 114,499 — 124,826 — Write-off of assets impacted by, but not included in sale 3,740 — 3,740 — Income tax expense 14,111 — 14,111 — Income (loss) from discontinued operations, net of tax $ 100,595 $ (8,154 ) $ 97,741 $ (8,165 )

Equity (Tables)

Equity (Tables)	9 Months Ended
	Sep. 30, 2016
Summary of Reconciliation of Carrying Amount of Total Equity	The following is a reconciliation from December 31, 2015 to September 30, 2016 of the carrying amount of total equity, equity attributable to Gaia, Inc., and equity attributable to the noncontrolling interest. Gaia, Inc. Shareholders (in thousands) Total Accumulated Deficit Accumulated Other Comprehensive Loss Class A and Class B Common Stock Paid-in Capital Noncontrolling Interest Balance at December 31, 2015 $ 88,793 $ (88,035 ) $ (399 ) $ 3 $ 172,371 $ 4,853 Issuance of Gaia, Inc. common stock for stock option exercises, share-based compensation and charitable contribution 2,725 — — — 2,725 — Repurchase of shares (76,168 ) (1 ) (76,167 ) Dividends paid to noncontrolling interest (1,944 ) — — — — (1,944 ) Elimination of noncontrolling interest and accumulated other comprehensive loss resulting from the sale of Gaiam Brand segment (2,510 ) 399 (2,909 ) Net income 90,380 90,380 — — — — Balance at September 30, 2016 $ 101,276 $ 2,345 $ — $ 2 $ 98,929 $ —

Net Income (Loss) per Share (Ta

Net Income (Loss) per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Computation of Basic and Diluted Net Income (Loss) Per Share	The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2016 2015 2016 2015 Net income (loss): Loss from continuing operations $ (151 ) $ (660 ) $ (7,361 ) $ (5,657 ) Income (loss) from discontinued operations 100,595 (8,154 ) 97,741 (8,165 ) Net income (loss) $ 100,444 $ (8,814 ) $ 90,380 $ (13,822 ) Weighted average shares for basic net income (loss) per share 15,138 24,517 21,417 24,507 Effect of dilutive securities — — — — Weighted average shares for diluted net income (loss) per share 15,138 24,517 21,417 24,507 Net income (loss) per share —basic and diluted: Loss from continuing operations $ (0.01 ) $ (0.03 ) $ (0.34 ) $ (0.23 ) Income (loss) from discontinued operations $ 6.65 $ (0.33 ) $ 4.56 $ (0.33 ) Basic and diluted net income (loss) per share $ 6.64 $ (0.36 ) $ 4.22 $ (0.56 )

Organization, Nature of Opera21

Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail)	Jul. 01, 2016$ / sharesshares	Sep. 30, 2016Segment
Restructuring and Related Activities [Abstract]
Entity Incorporation, Date of Incorporation		Jul. 7, 1988
Percentage of digital streaming exclusively available for subscribers		90.00%
Gaiam Brand Segment [Member]
Restructuring and Related Activities [Abstract]
Disposal date		Jul. 1, 2016
Number of business segment | Segment		1
Stock Option [Member]
Restructuring and Related Activities [Abstract]
Repurchase of common stock,shares	842,114
Repurchase of common stock, per share amount | $ / shares	$ 7.75
Class A Common Stock [Member]
Restructuring and Related Activities [Abstract]
Repurchase of common stock,shares	9,636,848

Discontinued Operations - Addit

Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands	May 04, 2016	Sep. 30, 2016	Sep. 30, 2016	Jul. 01, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain recognized on currency derivatives without hedge		$ 0	$ 1,300
Natural Habitat, Inc. [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposal of discontinued operations	$ 10,300
Percentage of noncontrolling interest in subsidiaries	51.40%
Gaiam Brand Segment [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposal of discontinued operations		$ 114,499	$ 124,826
Gross purchase price of assets and liabilities of discontinued operations				$ 167,000
Gaiam Brand Segment [Member] | Natural Habitat, Inc. [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of subsidiary	$ 12,850

Discontinued Operations - Major

Discontinued Operations - Major Components of Assets and Liabilities of Discontinued Operations (Detail) $ in Thousands	Dec. 31, 2015USD ($)
Current assets:
Cash	$ 12,605
Accounts receivable, net	26,441
Inventory, less allowances	17,302
Other current assets	12,512
Total current assets of discontinued operations	68,860
Property, equipment and media library, net	6,237
Goodwill and other intangibles, net	5,497
Other assets	3,599
Total noncurrent assets of discontinued operations	15,333
Current liabilities:
Accounts payable and accrued liabilities	32,214
Total current liabilities of discontinued operations	$ 32,214

Discontinued Operations - Incom

Discontinued Operations - Income from Discontinued Operations Amounts as Reported on Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations attributable to the non-controlling interest, net of tax		$ (550)		$ (565)
Gain on disposal of discontinued operations:
Income (loss) from discontinued operations, net of tax	$ 100,595	(8,154)	$ 97,741	(8,165)
Gaiam Brand Segment [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net revenue		47,799	52,627	120,192
Cost of goods sold		28,839	32,975	70,816
Gross profit		18,960	19,652	49,376
Operating expenses	1,042	25,765	33,641	55,897
Income (loss) from operations	(1,042)	(6,805)	(13,989)	(6,521)
Other (expense) income		(352)	234	(457)
Income (loss) before income taxes and noncontrolling interest	(1,042)	(7,157)	(13,755)	(6,978)
Income tax expense (benefit)	(4,989)	447	(4,831)	621
Income (loss) from discontinued operations attributable to the non-controlling interest, net of tax		(550)	(310)	(566)
Income (loss) from the operation of discontinued operations	3,947	(8,154)	(9,234)	(8,165)
Gain on disposal of discontinued operations:
Gain on disposal of discontinued operations	114,499		124,826
Write-off of assets impacted by, but not included in sale	3,740		3,740
Income tax expense	14,111		14,111
Income (loss) from discontinued operations, net of tax	$ 100,595	$ (8,154)	$ 97,741	$ (8,165)

Investments - Additional Inform

Investments - Additional Information (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)
Schedule of Cost-method Investments [Line Items]
Purchase of investments	$ 10,020
Colorado Corporation [Member]
Schedule of Cost-method Investments [Line Items]
Cost method investment, ownership percentage	10.00%
Purchase of investments	$ 10,000

Credit Facility - Additional In

Credit Facility - Additional Information (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Line of Credit Facility [Line Items]
Repayments of lines of credit	$ 3,000,000
Revolving Line of Credit [Member]
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity		$ 5,000,000
Line of credit facility, amount outstanding	0
Repayments of lines of credit	$ 3,000,000
Revolving Line of Credit [Member] | Prime Rate [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate		3.25%

Equity - Additional Information

Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	Jul. 01, 2016	Jun. 30, 2016	Sep. 30, 2016
Stock Option [Member]
Equity [Line Items]
Repurchase of common stock, shares	842,114
Repurchase of common stock, per share amount	$ 7.75
Tender Offer [Member] | Stock Option [Member]
Equity [Line Items]
Number of shares forfeited during period	194,610
Tender Offer [Member] | Stock Option [Member] | Gaiam Brand Business [Member]
Equity [Line Items]
Repurchase of common stock, shares	842,114
Repurchase of common stock, per share amount	$ 7.75
Tender Offer [Member] | Stock Option [Member] | Gaiam Brand Business [Member] | Accelerated Vesting [Member]
Equity [Line Items]
Repurchase of common stock, shares	189,610
Class A Common Stock [Member]
Equity [Line Items]
Issuance of common stock options exercises			182,660
Proceeds from stock options exercised			$ 1
Issuance of shares for charitable contribution		50,000
Payments of stock issuance cost for charitable contribution		$ 0.4
Repurchase of common stock, shares	9,636,848
Class A Common Stock [Member] | Tender Offer [Member] | Gaiam Brand Business [Member]
Equity [Line Items]
Repurchase of common stock, shares	9,636,848
Class A Common Stock [Member] | Long-Term Incentive Plan 2009 [Member]
Equity [Line Items]
Issuance of shares for compensation			19,000

Equity - Summary of Reconciliat

Equity - Summary of Reconciliation of Carrying Amount of Total Equity (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Equity [Line Items]
Beginning Balance			$ 88,793
Issuance of Gaia, Inc. common stock for stock option exercises, share-based compensation and charitable contribution			2,725
Repurchase of shares			(76,168)
Dividends paid to noncontrolling interest			(1,944)	$ (486)
Elimination of noncontrolling interest and accumulated other comprehensive loss resulting from the sale of Gaiam Brand segment			(2,510)
Net income	$ 100,444	$ (8,814)	90,380	$ (13,822)
Ending Balance	101,276		101,276
Accumulated Deficit [Member]
Equity [Line Items]
Beginning Balance			(88,035)
Net income			90,380
Ending Balance	2,345		2,345
Accumulated Other Comprehensive Loss [Member]
Equity [Line Items]
Beginning Balance			(399)
Elimination of noncontrolling interest and accumulated other comprehensive loss resulting from the sale of Gaiam Brand segment			399
Class A and Class B Common Stock [Member]
Equity [Line Items]
Beginning Balance			3
Repurchase of shares			(1)
Ending Balance	2		2
Paid-in Capital [Member]
Equity [Line Items]
Beginning Balance			172,371
Issuance of Gaia, Inc. common stock for stock option exercises, share-based compensation and charitable contribution			2,725
Repurchase of shares			(76,167)
Ending Balance	$ 98,929		98,929
Noncontrolling Interest [Member]
Equity [Line Items]
Beginning Balance			4,853
Dividends paid to noncontrolling interest			(1,944)
Elimination of noncontrolling interest and accumulated other comprehensive loss resulting from the sale of Gaiam Brand segment			$ (2,909)

Share-Based Payments - Addition

Share-Based Payments - Additional Information (Detail) - USD ($)	Jul. 01, 2016	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense		$ 40,000	$ 100,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU vesting date		Mar. 16, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award		Each recipient entered into an individual restricted stock unit award agreement with the following terms (i) the recipient is entitled to receive one share of Class A common stock for each RSU upon vesting, and (ii) the RSUs have a cliff vest on March 16, 2020, provided that the recipient is still an employee or director on such date.
Restricted Stock Units (RSUs) [Member] | Long-Term Incentive Plan 2009 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted	348,841

Net Income (Loss) per Share - A

Net Income (Loss) per Share - Additional Information (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Reconciliation Of Earning Per Share Statement [Line Items]
Common stock shares excluded from computation of dilutive earnings per share	295,000	943,000	852,000	957,000

Net Income (Loss) per Share - C

Net Income (Loss) per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net income (loss):
Loss from continuing operations	$ (151)	$ (660)	$ (7,361)	$ (5,657)
Income (loss) from discontinued operations	100,595	(8,154)	97,741	(8,165)
Net income (loss)	$ 100,444	$ (8,814)	$ 90,380	$ (13,822)
Weighted average shares for basic net income (loss) per share	15,138	24,517	21,417	24,507
Effect of dilutive securities	0	0	0	0
Weighted average shares for diluted net income (loss) per share	15,138	24,517	21,417	24,507
Net income (loss) per share -basic and diluted:
Loss from continuing operations	$ (0.01)	$ (0.03)	$ (0.34)	$ (0.23)
Income (loss) from discontinued operations	6.65	(0.33)	4.56	(0.33)
Basic and diluted net income (loss) per share	$ 6.64	$ (0.36)	$ 4.22	$ (0.56)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Taxes [Line Items]
Net operating loss	$ 151	$ 660	$ 7,361	$ 5,657
Federal [Member]
Income Taxes [Line Items]
Net operating loss			80,700
State [Member]
Income Taxes [Line Items]
Net operating loss			$ 30,200

Segment Information - Additiona

Segment Information - Additional Information (Detail) - Segment	Jul. 01, 2016	Jun. 30, 2016
Segment Reporting Information [Line Items]
Number of reportable segments	1	2