Form 10-Q - Quarterly report [Sections 13 or 15(d)]

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2024

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

For the transition period from to

Commission File Number 000-27517

GAIA, INC.

(Exact name of registrant as specified in its charter)

    COLORADO

    84-1113527

    (State or other jurisdiction of
incorporation or organization)

    (I.R.S. Employer
Identification No.)

833 WEST SOUTH BOULDER ROAD,

LOUISVILLE, COLORADO 80027

(Address of principal executive offices)

(303) 222-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class		Outstanding at October 31, 2024
Class A Common Stock ($0.0001 par value)		18,066,942
Class B Common Stock ($0.0001 par value)		5,400,000

GAIA, INC.

FORM 10-Q

INDEX


PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	3

	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	4

	Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2024 and 2023	5

	Condensed Consolidated Statements of Changes in Equity (unaudited) for the nine months ended September 30, 2024 and 2023	6

	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2024 and 2023	7

	Notes to Interim Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures	17

PART II—OTHER INFORMATION		18

Item 1.	Legal Proceedings	18

Item 1A.	Risk Factors	18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3.	Defaults Upon Senior Securities	18

Item 5.	Other Information	18

Item 6.	Exhibits	19

	SIGNATURES	20

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Unaudited Interim Condensed Consolidated Financial Statements

We have prepared our unaudited interim condensed consolidated financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). While certain information and note disclosures normally included in annual audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to these rules and regulations, we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly, in all material respects, our condensed consolidated balance sheets as of September 30, 2024, the interim condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023, the interim condensed consolidated statements of changes in equity for the three and nine months ended September 30, 2024 and 2023, and condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023. Operating results for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results that may be expected for a full year or any future interim period. The Condensed Consolidated Balance Sheets as of December 31, 2023 were derived from our annual audited consolidated financial statements included in our Annual Report on Form 10-K. These interim condensed consolidated financial statements have not been audited. The unaudited interim condensed consolidated financial statements contained herein should be read in conjunction with our annual audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2023.

GAIA, INC.

Condensed Consolidated Balance Sheets


	September 30,			December 31,
(in thousands, except share and per share data)	2024			2023
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,365		$	7,766
Accounts receivable		5,035			4,111
Other receivables		2,333			2,191
Prepaid expenses and other current assets		2,647			2,015
Total current assets		14,380			16,083
Media library, net		38,956			40,125
Operating right-of-use asset, net		5,666			6,288
Property and equipment, net		26,144			26,303
Equity method investment		—			6,374
Technology license, net		15,752			—
Investments and other assets, net		6,805			3,157
Goodwill		31,943			31,943
Total assets	$	139,646		$	130,273
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	13,573		$	12,038
Accrued and other liabilities		1,906			2,599
Long-term debt, current portion		160			155
Operating lease liability, current portion		824			780
Deferred revenue		17,366			15,861
Total current liabilities		33,829			31,433
Long-term debt, net of current portion (Note 4)		5,680			5,801
Operating lease liability, net of current portion		5,087			5,708
Deferred taxes, net		551			551
Total liabilities		45,147			43,493
Commitments and Contingencies (Note 8)
Shareholders’ equity:
Class A common stock, $0.0001 par value, 150,000,000 shares authorized, 18,066,942 and 17,813,179 shares issued, 18,001,955 and 17,748,374 shares outstanding at September 30, 2024 and December 31, 2023, respectively		2			2
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		1			1
Additional paid-in capital		170,822			170,695
Accumulated deficit		(89,625	)		(85,195	)
Total Gaia, Inc. shareholders’ equity		81,200			85,503
Noncontrolling interests		13,299			1,277
Total equity		94,499			86,780
Total liabilities and equity	$	139,646		$	130,273

See accompanying notes to the unaudited interim condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Operations (unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except per share data)	2024			2023			2024			2023

Revenues, net	$	22,156		$	20,223		$	65,930		$	59,709
Cost of revenues		3,101			2,983			9,684			8,595
Gross profit		19,055			17,240			56,246			51,114
Operating Expenses:
Selling and operating		18,398			16,254			54,854			49,462
Corporate, general and administration		2,013			1,433			5,630			4,726
Total operating expenses		20,411			17,687			60,484			54,188
Loss from operations		(1,356	)		(447	)		(4,238	)		(3,074	)
Equity method investment loss		—			(125	)		—			(375	)
Interest and other expense, net		(144	)		(141	)		(396	)		(375	)
Loss before income taxes		(1,500	)		(713	)		(4,634	)		(3,824	)
Provision for income taxes		—			—			—			—
Net loss		(1,500	)		(713	)		(4,634	)		(3,824	)
Net (loss) income attributable to noncontrolling interests		(308	)		59			(204	)		142
Net loss attributable to common shareholders	$	(1,192	)	$	(772	)	$	(4,430	)	$	(3,966	)

Loss per share:
Basic (attributable to common shareholders)	$	(0.05	)	$	(0.04	)	$	(0.19	)	$	(0.19	)
Diluted (attributable to common shareholders)	$	(0.05	)	$	(0.04	)	$	(0.19	)	$	(0.19	)
Weighted-average shares outstanding:
Basic		23,404			21,154			23,312			20,951
Diluted		23,404			21,154			23,312			20,951

See accompanying notes to the interim condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Changes in Equity (unaudited)



(in thousands, except shares)	Common Stock Shares		Accumulated Deficit			Common Stock Amount		Additional Paid-in Capital			Non-controlling interests			Total Equity
Balance at December 31, 2023		23,148,374	$	(85,195	)	$	3	$	170,695		$	1,277		$	86,780
Issuance of Gaia, Inc. common stock for employee stock purchase plan		7,444		—			—		14			—			14
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation		4,708		—			—		335			—			335
Net (loss) income		—		(1,045	)		—		—			74			(971	)
Balance at March 31, 2024		23,160,526	$	(86,240	)	$	3	$	171,044		$	1,351		$	86,158
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation		220,505		—			—		327			—			327
Igniton activity		—		—			—		(809	)		12,242			11,433
Net (loss) income		—		(2,193	)		—		—			30			(2,163	)
Balance at June 30, 2024		23,381,031	$	(88,433	)	$	3	$	170,562		$	13,623		$	95,755
Issuance of Gaia, Inc. common stock for employee stock purchase plan		7,993		—			—		18			—			18
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation		12,931		—			—		341			—			341
Igniton activity		—		—			—		(99	)		(16	)		(115	)
Net loss		—		(1,192	)		—		—			(308	)		(1,500	)
Balance at September 30, 2024		23,401,955	$	(89,625	)	$	3	$	170,822		$	13,299		$	94,499

(in thousands, except shares)	Common Stock Shares		Accumulated Deficit			Common Stock Amount		Additional Paid-in Capital			Non-controlling interests			Total Equity
Balance at December 31, 2022		20,806,186	$	(79,393	)	$	2	$	164,180		$	1,070		$	85,859
Issuance of Gaia, Inc. common stock for employee stock purchase plan		11,410		—			—	$	22			—		$	22
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation		8,196	—			—			82		—				82
Net (loss) income	—			(1,306	)	—		—				38			(1,268	)
Balance at March 31, 2023		20,825,792	$	(80,699	)	$	2	$	164,284		$	1,108		$	84,695
Issuance of Gaia, Inc. common stock for media library acquisition		272,980		—			—		669			—			669
Issuance of Gaia, Inc. common stock for employee stock purchase plan		10,385		—			—		20			—			20
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation		45,268		—			—		461			—			461
Net (loss) income				(1,888	)							45			(1,843	)
Balance at June 30, 2023		21,154,425	$	(82,587	)	$	2	$	165,434		$	1,153		$	84,002
Share-based compensation		—		—			—		56			—			56
Net (loss) income		—		(772	)		—		—			59			(713	)
Balance at September 30, 2023		21,154,425	$	(83,359	)	$	2	$	165,490		$	1,212		$	83,345

See accompanying notes to the interim condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Cash Flows (unaudited)


	For the Nine Months Ended September 30,
(in thousands)	2024			2023

Cash flows from operating activities:
Net loss	$	(4,634	)	$	(3,824	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Media library amortization		7,465			6,804
Depreciation and amortization		6,327			5,898
Noncash operating lease expense		622			804
Share-based compensation expense		1,003			599
Additions to media library		(6,352	)		(7,396	)
Equity method investment losses		—			375
Changes in operating assets and liabilities:
Accounts receivable		(1,124	)		1,414
Other receivables		(142	)		(2,140	)
Prepaid expenses and other current assets		(525	)		(1,969	)
Accounts payable		1,371			4,264
Accrued and other liabilities		(1,252	)		(3,354	)
Deferred revenue		1,505			1,210
Net cash provided by operating activities		4,264			2,685
Cash flows from investing activities:
Additions to property and equipment		(3,881	)		(2,975	)
Purchase of intangible assets		(10,000	)		—
Net cash used in investing activities		(13,881	)		(2,975	)
Cash flows from financing activities:
Repayment of short-term debt		(10,634	)		(19,985	)
Proceeds from short-term borrowings		10,500			19,900
Proceeds from sale of subsidiary common stock, net of transaction costs		6,317			—
Proceeds from the issuance of common stock		33			42
Net cash provided by (used in) financing activities		6,216			(43	)
Net change in cash and cash equivalents		(3,401	)		(333	)
Cash and cash equivalents, beginning of period		7,766			11,562
Cash and cash equivalents, end of period	$	4,365		$	11,229
Supplemental disclosure of cash flow information
Cash paid for interest	$	403		$	394
Supplemental schedule 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	$	(164	)	$	—
Non-cash consideration paid for intangible assets	$	6,156		$	—

See accompanying notes to the interim condensed consolidated financial statements.

Notes to interim condensed consolidated financial statements

References in this report to “we”, “us”, “our”, the “Company” or “Gaia” refer to Gaia, Inc. and its consolidated subsidiaries, unless we indicate otherwise. All textual currency references are expressed in thousands of U.S. dollars (unless otherwise indicated).

1. Organization, Nature of Operations, and Principles of Consolidation

Gaia, Inc. 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 (ASC 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 Topic 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 (ASC 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.

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 (“Partners”) 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.

3. Equity and Share-Based Compensation

During the three months ended September 30, 2024 and 2023, we recognized approximately $341 and $56, respectively, of share-based compensation expense. During the first nine months of 2024 and 2023, we recognized approximately $1,003 and $599, 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 the three and nine months ended September 30, 2024 or 2023.

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 September 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 September 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 September 30, 2024 and 2023, the Borrower was in compliance with all related covenants.

Maturities on long-term debt, net are:


(in thousands)
2024 (remaining)	$	40
2025		5,800
	$	5,840

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 September 30, 2024, the weighted average remaining lease term was 6 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:


	September 30,		December 31,
(in thousands)	2024		2023
	(unaudited)
Operating right-of-use asset, net	$	5,666	$	6,288

Operating lease liability, current portion	$	824	$	780
Operating lease liability, net of current portion		5,087		5,708
	$	5,911	$	6,488

Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $266 and $265 for the three months ended September 30, 2024 and 2023, respectively and $796 and $795 for the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024, and for the subsequent years ending December 31, future maturity is as follows:


(in thousands)
2024 (remaining)	$	257
2025		1,035
2026		1,064
2027		1,093
2028		1,123
Thereafter		2,037
Future lease payments, gross		6,609
Less: Imputed interest		(698	)
Operating lease liability	$	5,911

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 September 30,				For the Nine Months Ended September 30,
(in thousands, except per share data)	2024		2023		2024		2023
	(unaudited)				(unaudited)
Weighted-average common stock outstanding		23,404		21,154		23,312		20,951
Weighted-average number of shares		23,404		21,154		23,312		20,951

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 September 30,					For the Nine Months Ended September 30,
(in thousands)	2024			2023		2024		2023
	(unaudited)					(unaudited)
Common stock equivalents excluded due to net loss		—			67		—		57
Employee stock options and RSUs		(8	)		598		1,540		497
		(8	)		665		1,540		554

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 September 30, 2024. As of September 30, 2024, our net operating loss carryforwards on a gross basis were $80.5 million and $26.1 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.

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 September 30, 2024, and that can be reasonably estimated, are either reserved against or would not have a material adverse effect on our consolidated 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.

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 September 30,				For the Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Revenue:
United States	$	12,363	$	11,291	$	36,899	$	34,298
International		9,793		8,932		29,031		25,411
	$	22,156	$	20,223	$	65,930	$	59,709

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 September 30, 2024:


(in thousands)	September 30, 2024

Technology license	$	16,156
Accumulated amortization		(404	)
Technology license, net	$	15,752

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:


	Nine Months Ended
(in thousands)	September 30, 2024

Net income attributable to Gaia, Inc. shareholders	$	(4,430	)
Change in Gaia’s paid-in capital for sale of Igniton Shares, net of issuance costs		(908	)
Net transfers from non-controlling interest		(908	)

Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest	$	(5,338	)

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 approximately $3.2 million. Igniton’s total proceeds included an approximately $0.4 million 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 Volume-Weighted Average Price (“VWAP”) prior to the exercise of the Option. The amounts have been recorded within Additional paid-in capital and Noncontrolling interests within the Condensed Consolidated Statements of Changes in Equity.

11. Subsequent Events

Management has evaluated and determined there were no subsequent events as of the filing of this Form 10-Q.

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

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. Risks and uncertainties that could cause actual results to differ include, without limitation: our ability to attract new members and retain existing members; our ability to compete effectively, including for customer engagement with different modes of entertainment; maintenance and expansion of device platforms for

streaming; fluctuation in customer usage of our service; fluctuations in quarterly operating results; service disruptions; production risks; general economic conditions; future losses; loss of key personnel; price changes; brand reputation; acquisitions; new initiatives we undertake; security and information systems; legal liability for website content; failure of third parties to provide adequate service; future internet-related taxes; our founder’s control of us; litigation; consumer trends; the effect of government regulation and programs; the impact of public health threats; our ability to remediate the material weaknesses in our internal control over financial reporting and technical accounting; and other risks and uncertainties included in our filings with the SEC. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our views only as of the date of this report. We undertake no obligation to update any forward-looking information.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report. This section is designed to provide information that will assist readers in understanding our unaudited consolidated financial statements, changes in certain items in those statements from year to year, the primary factors that caused those changes and how certain accounting principles, policies and estimates affect the consolidated financial statements.

Overview and Outlook

We operate a global digital video subscription service with a library of over 10,000 titles, with live communications and live events with a growing selection of titles available in Spanish, German and French that caters to a unique, underserved member base. Our digital content is available to our members on most internet-connected devices anytime, anywhere, commercial-free. Through our online Gaia subscription service our members have unlimited access to a library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, live events, and more – 88% of which is exclusively available to our members for digital streaming on most internet-connected devices.

Gaia’s position in the streaming video landscape is firmly supported by its wide variety of exclusive and unique content, which provides a complementary offering to other entertainment-based streaming video services. Our original content is developed and produced in-house in our lifestyle campus near Boulder, Colorado. By offering exclusive and unique content through our streaming service, we believe we will be able to significantly expand our target member base.

Our available content is currently focused on yoga, transformation, alternative healing, seeking truth and conscious films. This content is specifically targeted to a unique member base that is interested in alternative content provided by mainstream media. We have grown these content options both organically through our own productions and through strategic acquisitions or licensing. In addition, through our investments in our streaming video technology and our user interface, we have expanded the many ways our subscription member base can access our unique library of media titles.

Our core strategy is to grow our subscription business domestically and internationally by expanding our unique and exclusive content library, enhancing our user interface, extending our streaming service to new internet-connected devices as they are developed and creating a conscious community built around our content.

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

Results of Operations

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


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except per share data)	2024			2023			2024			2023
	(unaudited)						(unaudited)
Revenues, net	$	22,156		$	20,223		$	65,930		$	59,709
Cost of revenues		3,101			2,983			9,684			8,595
Gross profit margin		86.0	%		85.2	%		85.3	%		85.6	%
Selling and operating		18,398			16,254			54,854			49,462
Corporate, general and administration		2,013			1,433			5,630			4,726
Total operating expenses		20,411			17,687			60,484			54,188
Loss from operations		(1,356	)		(447	)		(4,238	)		(3,074	)
Equity method investment loss		—			(125	)		—			(375	)
Interest and other expense, net		(144	)		(141	)		(396	)		(375	)
Loss before income taxes		(1,500	)		(713	)		(4,634	)		(3,824	)
Provision for income taxes		—			—			—			—
Net loss		(1,500	)		(713	)		(4,634	)		(3,824	)
Net (loss) income attributable to noncontrolling interests		(308	)		59			(204	)		142
Net loss attributable to common shareholders	$	(1,192	)	$	(772	)	$	(4,430	)	$	(3,966	)

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


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
	(unaudited)						(unaudited)
Revenues, net		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues		14.0	%		14.8	%		14.7	%		14.4	%
Gross profit margin		86.0	%		85.2	%		85.3	%		85.6	%
Operating Expenses:
Selling and operating		83.0	%		80.4	%		83.2	%		82.8	%
Corporate, general and administration		9.1	%		7.1	%		8.5	%		7.9	%
Total operating expenses		92.1	%		87.5	%		91.7	%		90.8	%
Loss from operations		(6.1	)%		(2.2	)%		(6.4	)%		(5.1	)%
Equity method investment loss		0.0	%		(0.6	)%		0.0	%		(0.6	)%
Interest and other expense, net		(0.6	)%		(0.7	)%		(0.6	)%		(0.6	)%
Loss before income taxes		(6.8	)%		(3.5	)%		(7.0	)%		(6.4	)%
Provision for income taxes		0.0	%		0.0	%		0.0	%		0.0	%
Net loss		(6.8	)%		(3.5	)%		(7.0	)%		(6.4	)%
Net (loss) income attributable to noncontrolling interests		(1.4	)%		0.3	%		(0.3	)%		0.2	%
Net loss attributable to common shareholders		(5.4	)%		(3.8	)%		(6.7	)%		(6.6	)%

Three months ended September 30, 2024 compared to three months ended September 30, 2023

Revenues, net. Revenues increased $2.0 million, or 10%, to $22.2 million during the three months ended September 30, 2024, compared to $20.2 million during the three months ended September 30, 2023. This was primarily driven by an increase in member count as well as improvements in ARPU (“Average Revenue Per User”).

Cost of revenues. Cost of revenues increased $0.1 million or 3.3% to $3.1 million during the three months ended September 30, 2024, compared to $3.0 million during the three months ended September 30, 2023, which is primarily related to the increase in revenues and revenue mix. Gross profit margin increased during the three months ended September 30, 2024 to 86.0% from 85.2% for the three months ended September 30, 2023 primarily due to improvements in ARPU.

Selling and operating expenses. Selling and operating expenses increased $2.1 million, or 12.9%, to $18.4 million during the three months ended September 30, 2024, compared to $16.3 million for the three months ended September 30, 2023, driven primarily by the absence of the ERTC (“Employee Retention Tax Credit”) benefit recognized in the third quarter 2023. Without the credit of $1.75 million in 2023, selling and operating expense during the three months ended September 30, 2023 would have been $18.1 million. As a percentage of net revenues, selling and operating expenses increased to 83.0% for the three months ended September 30, 2024 compared to 80.4% for the three months ended September 30, 2023.

Corporate, general and administration expenses. Corporate, general and administration expenses increased $0.6 million, or 42.9% to $2.0 million for three months ended September 30, 2024 from $1.4 million for three months ended September 30, 2023. As a percentage of net revenues, these expenses increased to 9.1% for the three months ended September 30, 2024 from 7.1% for the three months ended September 30, 2023.

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Revenues, net. Revenues increased $6.2 million, or 10.4%, to $65.9 million during the nine months ended September 30, 2024, compared to $59.7 million during the nine months ended September 30, 2023. This was primarily driven by an increase in member count as well as an increase in ARPU.

Cost of revenues. Cost of revenues increased $1.1 million or 12.8% to $9.7 million during the nine months ended September 30, 2024, compared to $8.6 million during the nine months ended September 30, 2023, which is primarily related to the increase in revenues and revenue mix. Gross profit margin decreased during the nine months ended September 30, 2024 to 85.3% from 85.6% for the nine months ended September 30, 2023 primarily due to increased content amortization related to an overall increase in our investment of our original content offerings and revenue mix.

Selling and operating expenses. Selling and operating expenses increased $5.4 million, or 10.9%, to $54.9 million during the nine months ended September 30, 2024, compared to $49.5 million for the nine months ended September 30, 2023, driven primarily by an increase in marketing expense and people related expenses in addition to the absence of an ERTC benefit recognized in the third quarter 2023. Without the credit of $1.75 million in 2023, selling and operating expense during the nine months ended September 30, 2023 would have been $51.3 million. As a percentage of net revenues, selling and operating expenses increased to 83.2% for the nine months ended September 30, 2024 compared to 82.8% for the nine months ended September 30, 2023.

Corporate, general and administration expenses. Corporate, general and administration expenses increased $0.9 million, or 19.1% to $5.6 million for nine months ended September 30, 2024 from $4.7 million for nine months ended September 30, 2023. As a percentage of net revenues, these expenses increased to 8.5% for the nine months ended September 30, 2024 from 7.9% for the nine months ended September 30, 2023.

Seasonality

Our member base reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing, similar to those of traditional TV and cable networks. We have generally experienced the greatest member growth in the fourth and first quarters (October through February), and slowest during May through August. This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue. As we continue to expand internationally, we expect regional seasonality trends to demonstrate more predictable seasonal patterns as our service offering in each market becomes more established and we have a longer history to assess such patterns.

Liquidity and Capital Resources

Our capital needs arise from working capital required to fund operations, capital expenditures related to acquisition and development of media content, development and marketing of our digital platforms, acquisitions of new businesses and other investments, replacements, expansions and improvements to our infrastructure, and future growth. These capital requirements depend on numerous factors, including the rate of market acceptance of our offerings, our ability to expand our customer base, the cost of ongoing upgrades to our offerings, our expenditures for marketing, and other factors. Additionally, we will continue to pursue opportunities to expand our media libraries, evaluate possible investments in businesses and technologies, and increase our marketing programs as needed.

Our budgeted content and capital expenditures for the remainder of 2024 are expected to be between $3.0 to $4.0 million which we intend to fund with cash flows generated from operations. These planned expenditures will be predominately utilized to expand our content library and build out the capabilities of our digital platforms. The planned expenditures are discretionary and, with our in-house production capabilities, we have the ability to scale expenditures based on the available cash flows from operations. We began to generate positive cash flows from operations in 2020 and have continued to generate cash flows from operations since. We expect

to continue generating positive cash flows from operations during the remainder of 2024. We generated approximately $4.3 million in cash flows from operations during the nine months ended September 30, 2024. As of September 30, 2024, our cash balance was $4.4 million.

As described in Note 4, during August 2022, we entered into a Credit Agreement with KeyBank, which provides for a revolving credit facility in an aggregate amount of up to $10.0 million. Funds from the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permitted acquisitions or other investments. As of September 30, 2024, there were no outstanding borrowings under the Credit Agreement.

As described in Note 10, 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 primarily funded through an equity financing through Igniton which raised $6.8 million of cash from third-party investors.

In the normal course of our business, we investigate, evaluate and discuss acquisition, joint venture, minority investment, strategic relationship and other business combination opportunities in our market. For any future investment, acquisition, or joint venture opportunities, we may consider using then-available liquidity, issuing equity securities or incurring indebtedness.

While there can be no assurances, we believe our cash on hand, our cash expected to be generated from operations, our potential additional borrowing capabilities now that we have a history of generating positive operating cash flows, and our potential capital raising capabilities will be sufficient to fund our operations on both a short-term and long-term basis. However, our projected cash needs may change as a result of acquisitions, product development, unforeseen operational difficulties, or other factors.

Cash Flows

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


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
	(unaudited)						(unaudited)
Net cash provided by (used in):
Operating activities	$	409		$	1,415		$	4,264		$	2,685
Investing activities		(1,361	)		(1,066	)		(13,881	)		(2,975	)
Financing activities		(142	)		1			6,216			(43	)
Net change in cash	$	(1,094	)	$	350		$	(3,401	)	$	(333	)

Operating activities. Cash flows provided by operations increased approximately $1.6 million during the first nine months of 2024 compared to the same period in 2023. The increase was primarily driven by changes in earnings and the timing of working capital, primarily accrued liabilities and deferred revenues.

Investing activities. Cash flows used, including the investing activities within our 71% owned subsidiary, increased $10.9 million during the first nine months of 2024 compared to the same period in 2023 due primarily to a technology license acquired during the second quarter. Excluding this subsidiary license purchase, the cash flow used would be a decrease of $3.0 million.

Financing activities. Cash flows provided by financing activities were primarily impacted by raising funds through Gaia’s subsidiary, Igniton.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management (i.e., the Company’s principal executive officer and principal financial officer), conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon its evaluation as of September 30, 2024, our management has concluded that those disclosure controls and procedures were not effective at a reasonable assurance level based on the previously identified material weaknesses in our internal control over financial reporting as described below. Notwithstanding the previously identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer, believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Previously Identified Material Weakness

In the course of preparing our consolidated financial statements for the fiscal year ended December 31, 2023, we identified two material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting, we identified the following control deficiencies that represent material weaknesses as of December 31, 2023.

Specifically, we determined that we did not have appropriate technical accounting and financial reporting capabilities to properly record in our financial statements certain complex or unusual transactions. Additionally, we determined our financial close and reporting process was inadequate due to insufficient analysis of certain accounts and inadequate financial reporting systems.

These material weaknesses resulted in incorrect accounting entries that were identified and corrected through the audit of our fiscal year ended December 31, 2023. In addition, these material weaknesses resulted in errors in the consolidated financial statements and related disclosures in our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 through September 30, 2023.

Ongoing Remediation of Previously Identified Material Weakness

We have begun taking measures, and plan to continue to take measures, to remediate the material weaknesses. In order to address these material weaknesses, we have begun to implement additional procedures and controls in the financial statement close and reporting process, which include enhanced system capabilities in most areas, enhanced reconciliation controls, enhanced review controls and financial close checklists which aim to ensure all necessary reviews and reconciliations are occurring as designed. Additionally, we have begun to enhance access to accounting training, literature, research materials and plan to increase communication channels among our personnel and outsourced third-party professionals with whom we may consult regarding the application of complex accounting transactions. We also hired additional accounting and finance personnel with technical accounting and financial reporting experience.

We believe the measures described above along with other elements of our remediation plan will remediate the material weaknesses identified and strengthen our internal controls over financial reporting. We are committed to continuing to improve our internal control processes and have begun to implement the measures described above. We will also continue to review, optimize and enhance our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies or we may modify certain of the remediation measures described above. We will not consider our material weaknesses remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

For more information concerning the material weakness identified and remediation steps, see the section titled “Risk Factors – Risks Related to our Material Weakness and Restatements” included in our Annual Report on Form 10-K, filed on March 29, 2024.

Changes in Internal Control over Financial Reporting

Other than the ongoing material weakness remediation activities described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 that we filed with the SEC on March 29, 2024.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 5. Other Information.

During the three months ended September 30, 2024, no director or officer of Gaia adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408(a) of Regulation S-K.

Item 6. Exhibits


Exhibit No.		Description

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

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

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

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

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

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

* Filed herewith

** Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Gaia, Inc.
		(Registrant)

November 4, 2024	By:	/s/ James Colquhoun
Date		James Colquhoun
		Chief Executive Officer
		(Authorized Officer)

November 4, 2024	By:	/s/ Ned Preston
Date		Ned Preston
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION

I, James Colquhoun, certify that:

I have reviewed this quarterly report on Form 10-Q of Gaia, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2024

    /s/ James Colquhoun

   

    James Colquhoun

   

    Chief Executive Officer

   

    (Principal Executive Officer)

   

Exhibit 31.2

CERTIFICATION

I, Ned Preston, certify that:

I have reviewed this quarterly report on Form 10-Q of Gaia, Inc.;

(a)

(b)

(c)

(d)

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2024

    /s/ Ned Preston

   

    Ned Preston

   

    Chief Financial Officer

   

    (Principal Financial Officer)

   

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gaia, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, James Colquhoun, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 4, 2024

    /s/ James Colquhoun

   

    James Colquhoun

   

    Chief Executive Officer

   

    (Principal Executive Officer)

   

A signed original of the written statement required by Section 906 has been provided to Gaia will be retained by Gaia and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gaia, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Ned Preston, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 4, 2024

    /s/ Ned Preston

   

    Ned Preston

   

    Chief Financial Officer

   

    (Principal Financial Officer)

   

A signed original of the written statement required by Section 906 has been provided to Gaia and will be retained by Gaia and furnished to the Securities and Exchange Commission or its staff upon request.

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 31, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
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 Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 4,365	$ 7,766
Accounts receivable	5,035	4,111
Other receivables	2,333	2,191
Prepaid expenses and other current assets	2,647	2,015
Total current assets	14,380	16,083
Media library, net	38,956	40,125
Operating right-of-use asset, net	5,666	6,288
Property and equipment, net	26,144	26,303
Equity method investment		6,374
Technology license, net	15,752
Investments and other assets, net	6,805	3,157
Goodwill	31,943	31,943
Total assets	139,646	130,273
Current liabilities:
Accounts payable	13,573	12,038
Accrued and other liabilities	1,906	2,599
Long-term debt, current portion	160	155
Operating lease liability, current portion	824	780
Deferred revenue	17,366	15,861
Total current liabilities	33,829	31,433
Long-term debt, net of current portion (Note 4)	5,680	5,801
Operating lease liability, net of current portion	5,087	5,708
Deferred taxes, net	551	551
Total liabilities	45,147	43,493
Commitments and Contingencies (Note 8)
Shareholders equity:
Additional paid-in capital	170,822	170,695
Accumulated deficit	(89,625)	(85,195)
Total Gaia, Inc. shareholders' equity	81,200	85,503
Noncontrolling interests	13,299	1,277
Total equity	94,499	86,780
Total liabilities and equity	139,646	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 Balance Sheets (Parenthetical) - $ / shares	Sep. 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	18,066,942	17,813,179
Common stock, shares outstanding	18,001,955	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 Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues, net	$ 22,156	$ 20,223	$ 65,930	$ 59,709
Cost of revenues	3,101	2,983	9,684	8,595
Gross profit	19,055	17,240	56,246	51,114
Operating Expenses:
Selling and operating	18,398	16,254	54,854	49,462
Corporate, general and administration	2,013	1,433	5,630	4,726
Total operating expenses	20,411	17,687	60,484	54,188
Loss from operations	(1,356)	(447)	(4,238)	(3,074)
Equity method investment loss		(125)		(375)
Interest and other expense, net	(144)	(141)	(396)	(375)
Loss before income taxes	(1,500)	(713)	(4,634)	(3,824)
Net loss	(1,500)	(713)	(4,634)	(3,824)
Net (loss) income attributable to noncontrolling interests	(308)	59	(204)	142
Net loss attributable to common shareholders	$ (1,192)	$ (772)	$ (4,430)	$ (3,966)
Loss per share:
Basic (attributable to common shareholders)	$ (0.05)	$ (0.04)	$ (0.19)	$ (0.19)
Diluted (attributable to common shareholders)	$ (0.05)	$ (0.04)	$ (0.19)	$ (0.19)
Weighted-average shares outstanding:
Basic	23,404	21,154	23,312	20,951
Diluted	23,404	21,154	23,312	20,951

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)	(3,824)
Ending balance at Sep. 30, 2023	83,345	$ 2	(83,359)	165,490	1,212
Ending balance (in shares) at Sep. 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
Share-based compensation	56			56
Net Income (Loss)	(713)		(772)		59
Ending balance at Sep. 30, 2023	83,345	$ 2	(83,359)	165,490	1,212
Ending balance (in shares) at Sep. 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)	(4,634)
Ending balance at Sep. 30, 2024	94,499	$ 3	(89,625)	170,822	13,299
Ending balance (in shares) at Sep. 30, 2024		23,401,955
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
Issuance of Gaia, Inc. common stock for employee stock purchase plan	18			18
Issuance of Gaia, Inc. common stock for employee stock purchase plan, Shares		7,993
Issuance of Gaia, Inc. common stock for RSU releases and share-based compensation	341			341
Issuance of Gaia, Inc. common stock for RSU releases		12,931
Igniton activity	(115)			(99)	(16)
Net Income (Loss)	(1,500)		(1,192)		(308)
Ending balance at Sep. 30, 2024	$ 94,499	$ 3	$ (89,625)	$ 170,822	$ 13,299
Ending balance (in shares) at Sep. 30, 2024		23,401,955

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (4,634)	$ (3,824)
Adjustments to reconcile net loss to net cash provided by operating activities:
Media library amortization	7,465	6,804
Depreciation and amortization	6,327	5,898
Noncash operating lease expense	622	804
Share-based compensation expense	1,003	599
Additions to media library	(6,352)	(7,396)
Equity method investment losses		375
Changes in operating assets and liabilities:
Accounts receivable	(1,124)	1,414
Other receivables	(142)	(2,140)
Prepaid expenses and other current assets	(525)	(1,969)
Accounts payable	1,371	4,264
Accrued and other liabilities	(1,252)	(3,354)
Deferred revenue	1,505	1,210
Net cash provided by operating activities	4,264	2,685
Cash flows from investing activities:
Additions to property and equipment	(3,881)	(2,975)
Purchase of intangible assets	(10,000)
Net cash used in investing activities	(13,881)	(2,975)
Cash flows from financing activities:
Repayment of long-term debt	(10,634)	(19,985)
Proceeds from short term borrowings	10,500	19,900
Proceeds from sale of subsidiary common stock, net of transaction costs	6,317
Proceeds from the issuance of common stock	33	42
Net cash provided by (used in) financing activities	6,216	(43)
Net change in cash and cash equivalents	(3,401)	(333)
Cash and cash equivalents, beginning of period	7,766	11,562
Cash and cash equivalents, end of period	4,365	11,229
Supplemental disclosure of cash flow information
Cash paid for interest	403	394
Supplemental schedule 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	(164)
Non-cash consideration paid for intangible assets	$ 6,156

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,500)	$ (2,163)	$ (971)	$ (713)	$ (1,843)	$ (1,268)	$ (4,634)	$ (3,824)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 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 Operations, and Principles of Consolidation

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Organization, Nature of Operations, and Principles of Consolidation

1. Organization, Nature of Operations, and Principles of Consolidation

Use of Estimates and Reclassifications

Recently Issued Accounting Pronouncements Not Yet Adopted

Revenue Recognition

9 Months Ended

Sep. 30, 2024

Revenue Recognition [Abstract]

Revenue Recognition

2. Revenue Recognition

Equity and Share-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Equity and Share-Based Compensation

3. Equity and Share-Based Compensation

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

4. Debt

Maturities on long-term debt, net are:


(in thousands)
2024 (remaining)	$	40
2025		5,800
	$	5,840

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

5. Leases


	September 30,		December 31,
(in thousands)	2024		2023
	(unaudited)
Operating right-of-use asset, net	$	5,666	$	6,288

Operating lease liability, current portion	$	824	$	780
Operating lease liability, net of current portion		5,087		5,708
	$	5,911	$	6,488


(in thousands)
2024 (remaining)	$	257
2025		1,035
2026		1,064
2027		1,093
2028		1,123
Thereafter		2,037
Future lease payments, gross		6,609
Less: Imputed interest		(698	)
Operating lease liability	$	5,911

Loss Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Loss Per Share

6. Loss Per Share

The weighted-average diluted shares outstanding computation is:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share data)	2024		2023		2024		2023
	(unaudited)				(unaudited)
Weighted-average common stock outstanding		23,404		21,154		23,312		20,951
Weighted-average number of shares		23,404		21,154		23,312		20,951


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
(in thousands)	2024			2023		2024		2023
	(unaudited)					(unaudited)
Common stock equivalents excluded due to net loss		—			67		—		57
Employee stock options and RSUs		(8	)		598		1,540		497
		(8	)		665		1,540		554

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes

Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Contingencies

8. Contingencies

Segment and Geographic Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment and Geographic Information

9. Segment and Geographic Information

The following represents geographical data for our operations:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Revenue:
United States	$	12,363	$	11,291	$	36,899	$	34,298
International		9,793		8,932		29,031		25,411
	$	22,156	$	20,223	$	65,930	$	59,709

Igniton Transaction

9 Months Ended

Sep. 30, 2024

Igniton Transaction [Abstract]

Igniton Transaction

10. Igniton Transaction

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 September 30, 2024:


(in thousands)	September 30, 2024

Technology license	$	16,156
Accumulated amortization		(404	)
Technology license, net	$	15,752

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:


	Nine Months Ended
(in thousands)	September 30, 2024

Net income attributable to Gaia, Inc. shareholders	$	(4,430	)
Change in Gaia’s paid-in capital for sale of Igniton Shares, net of issuance costs		(908	)
Net transfers from non-controlling interest		(908	)

Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest	$	(5,338	)

Subsequent Events

9 Months Ended

Sep. 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 Operations, and Principles of Consolidation (Policies)	9 Months Ended
	Sep. 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 (ASC 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 Topic 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 (ASC 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)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Maturities on Long Term Debt, Net

Maturities on long-term debt, net are:


(in thousands)
2024 (remaining)	$	40
2025		5,800
	$	5,840

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Right of Use Asset and Related Lease Liability and Supplemental Cash Flow Information


	September 30,		December 31,
(in thousands)	2024		2023
	(unaudited)
Operating right-of-use asset, net	$	5,666	$	6,288

Operating lease liability, current portion	$	824	$	780
Operating lease liability, net of current portion		5,087		5,708
	$	5,911	$	6,488

Schedule of Future Maturity of Lease Liability


(in thousands)
2024 (remaining)	$	257
2025		1,035
2026		1,064
2027		1,093
2028		1,123
Thereafter		2,037
Future lease payments, gross		6,609
Less: Imputed interest		(698	)
Operating lease liability	$	5,911

Loss Per Share (Tables)

9 Months Ended

Sep. 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 September 30,				For the Nine Months Ended September 30,
(in thousands, except per share data)	2024		2023		2024		2023
	(unaudited)				(unaudited)
Weighted-average common stock outstanding		23,404		21,154		23,312		20,951
Weighted-average number of shares		23,404		21,154		23,312		20,951

Summary of Potential Common Shares Excluded from Diluted Calculation


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
(in thousands)	2024			2023		2024		2023
	(unaudited)					(unaudited)
Common stock equivalents excluded due to net loss		—			67		—		57
Employee stock options and RSUs		(8	)		598		1,540		497
		(8	)		665		1,540		554

Segment and Geographic Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Geographical Data for Operations

The following represents geographical data for our operations:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Revenue:
United States	$	12,363	$	11,291	$	36,899	$	34,298
International		9,793		8,932		29,031		25,411
	$	22,156	$	20,223	$	65,930	$	59,709

Igniton Transaction (Tables)

9 Months Ended

Sep. 30, 2024

Igniton Transaction [Abstract]

Schedule of Technology License, Net

Technology license, net consists of the following as of September 30, 2024:


(in thousands)	September 30, 2024

Technology license	$	16,156
Accumulated amortization		(404	)
Technology license, net	$	15,752

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:


	Nine Months Ended
(in thousands)	September 30, 2024

Net income attributable to Gaia, Inc. shareholders	$	(4,430	)
Change in Gaia’s paid-in capital for sale of Igniton Shares, net of issuance costs		(908	)
Net transfers from non-controlling interest		(908	)

Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest	$	(5,338	)

Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail)	9 Months Ended
	Sep. 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	75.00%
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	88.00%

Equity and Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-based compensation expense	$ 341	$ 56	$ 1,003	$ 599
Options exercised during period	0	0	0	0

Debt - Additional Information (Detail) - USD ($)			9 Months Ended
Debt - Additional Information (Detail) - USD ($)	Dec. 28, 2020	Sep. 09, 2020	Sep. 30, 2024	Dec. 31, 2023	Aug. 25, 2022
Debt Instrument [Line Items]
Covenant compliance			As of September 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			0.00%
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			2.00%
Credit Agreement [Member] \| Keybank [Member] \| Benchmark or SOFR Unavailability Period [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Interest rate			3.00%
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			1.00%
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		50.00%
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	50.00%
Percentage of line of credit monthly installments	50.00%
Outstanding borrowings	$ 13,000,000
Westside Boulder, LLC. [Member] \| Boulder Road LLC [Member]
Debt Instrument [Line Items]
Undivided interest sold percentage		50.00%

Debt - Schedule of Maturities on Long Term Debt, Net (Detail) $ in Thousands	Sep. 30, 2024 USD ($)
Maturities of Long-Term Debt [Abstract]
2024 (remaining)	$ 40
2025	5,800
Total maturities on long-term debt	$ 5,840

Leases - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 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	$ 5,666		$ 5,666		$ 6,288
Operating lease liability	$ 5,911		$ 5,911		$ 6,488
Operating lease, weighted average remaining lease term	6 years		6 years
Operating lease, weighted average discount rate	3.75%		3.75%
Operating lease expense	$ 266	$ 265	$ 796	$ 795
Two Five Year Extensions [Member]
Lessee Lease Description [Line Items]
Operating lease, Renewal Term	5 years		5 years

Leases - Schedule of Right of Use Asset and Related Lease Liability (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating right-of-use asset, net	$ 5,666	$ 6,288
Operating lease liability, current portion	824	780
Operating lease liability, net of current portion	5,087	5,708
Operating Lease, Liability	$ 5,911	$ 6,488

Leases - Schedule of Future Maturity of Lease Liability (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
2024 (remaining)	$ 257
2025	1,035
2026	1,064
2027	1,093
2028	1,123
Thereafter	2,037
Future lease payments, gross	6,609
Less: Imputed interest	(698)
Operating lease liability	$ 5,911	$ 6,488

Loss Per Share - Schedule of Weighted-Average Diluted Shares Outstanding (Detail) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Weighted-average common stock outstanding	23,404	21,154	23,312	20,951
Weighted-average number of shares	23,404	21,154	23,312	20,951

Loss Per Share - Summary of Potential Common Shares Excluded from Diluted Calculation (Detail) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities included cancelations and excluded from computation of earnings per share, amount	(8)	665	1,540	554
Common Stock Equivalents Excluded due to Net Loss [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities included cancelations and excluded from computation of earnings per share, amount	0	67	0	57
Employee Stock Options and RSUs [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities included cancelations and excluded from computation of earnings per share, amount	(8)	598	1,540	497

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Sep. 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		$ 80,500
State [Member]
Income Taxes [Line Items]
Net operating loss carryforwards		$ 26,100

Segment and Geographic Information - Geographical Data for Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Business combination net operating revenue	$ 22,156	$ 20,223	$ 65,930	$ 59,709
United States [Member]
Revenue:
Business combination net operating revenue	12,363	11,291	36,899	34,298
International [Member]
Revenue:
Business combination net operating revenue	$ 9,793	$ 8,932	$ 29,031	$ 25,411

Igniton Transaction - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended
	Apr. 18, 2024	Apr. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Igniton Transaction [Line Items]
Total net proceeds of common stock			$ 33	$ 42
Igniton [Member]
Igniton Transaction [Line Items]
Sale shares of igniton common stock	2,750,000
Total net proceeds of common stock	$ 3,200
Premium on sale of common stock	$ 400
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 of Technology License, Net (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Igniton Transaction [Line Items]
Technology license, net	$ 15,752
Technology License [Member]
Igniton Transaction [Line Items]
Technology license	16,156
Accumulated amortization	(404)
Technology license, net	$ 15,752

Igniton Transaction - Schedule of Discloses the Effects of Changes Companys Ownership (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Igniton Transaction [Line Items]
Net loss attributable to common shareholders	$ (1,192)	$ (772)	$ (4,430)	$ (3,966)
Net transfers from non-controlling interest	$ (308)	$ 59	(204)	142
Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest			(4,634)	$ (3,824)
Igniton [Member]
Igniton Transaction [Line Items]
Net loss attributable to common shareholders			(4,430)
Change in Gaia's paid-in capital for sale of Igniton Shares, net of issuance costs			(908)
Net transfers from non-controlling interest			(908)
Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest			$ (5,338)

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