"We've brought this film to Gaia to serve as a beacon of hope and inspire viewers to know that through aligned action, they are capable of creating a brighter, healthier future for generations to come," said James Colquhoun, Gaia CEO. "As we continue to grow our robust content library, Gaia remains committed to sharing stories that have the potential to make a profound impact on the world. We look forward to seeing our viewers' reactions to this transformative and inspiring documentary as they embark on the ...

. . . | --- | --- | |----------------------------------------------|-------| | | | | Gaia to Present at Water Tower Research's | | | Inaugural Consumer Products Virtual Investor | | | Conference June 5 and 6 | | May 28, 2024 8:00 AM EDT | Source: Water Tower Research Boulder, Colorado--(Newsfile Corp. - May 28, 2024) - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, today announced that James Colquhoun, Chief Executive Officer, and Ned Preston, Chief Financial Officer, will be presenting ...

PART I—FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Q1 2024 unaudited financials report revenue growth to $21.7 million, a reduced net loss, and positive operating cash flow [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $133.8 million, liabilities rose to $47.7 million, and equity slightly decreased as of March 31, 2024 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $8,599 | $7,766 | | Total current assets | $21,460 | $16,083 | | Media library, net | $39,296 | $40,125 | | Total assets | $133,842 | $130,273 | | Total current liabilities | $35,868 | $31,433 | | Total liabilities | $47,684 | $43,493 | | Total equity | $86,158 | $86,780 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2024 revenues grew 10.4% to $21.7 million, gross margin slightly dipped, and net loss improved to $1.0 million Q1 2024 vs Q1 2023 Statement of Operations (in thousands, except per share data) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Revenues, net | $21,693 | $19,647 | | Gross profit | $18,525 | $16,874 | | Loss from operations | $(863) | $(1,022) | | Net loss attributable to common shareholders | $(1,045) | $(1,306) | | Diluted loss per share | $(0.05) | $(0.06) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations significantly increased to $5.9 million in Q1 2024, driven by lower net loss and working capital changes Q1 2024 vs Q1 2023 Cash Flows (in thousands) | Activity | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $5,936 | $686 | | Net cash used in investing activities | $(1,073) | $(1,418) | | Net cash (used in) provided by financing activities | $(30) | $18 | | Net change in cash, cash equivalents and restricted cash | $4,833 | $(714) | [Notes to Interim Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Interim%20Condensed%20Consolidated%20Financial%20Statements) Notes cover operations, revenue recognition, debt, geographic revenue, and a $10.8 million subsidiary equity financing - Gaia operates a global digital video subscription service with over **10,000 titles**, focusing on channels like Yoga, Transformation, Alternative Healing, and Seeking Truth, with **88% of content exclusive**[17](index=17&type=chunk)[18](index=18&type=chunk) - The company has a **$13.0 million mortgage** maturing in 2025 and a **$10.0 million revolving credit facility** with KeyBank maturing in 2025, with no outstanding borrowings as of March 31, 2024[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) Revenue by Geography (in thousands) | Region | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | United States | $12,146 | $11,715 | | International | $9,547 | $7,932 | | **Total** | **$21,693** | **$19,647** | - In April 2024, a majority-owned subsidiary raised approximately **$10.8 million in equity financing**, including a **$4.0 million investment from Gaia**, to acquire a technology license[45](index=45&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=12&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2024 revenue growth to member count, notes slight gross margin dip, and confirms sufficient liquidity for planned capital expenditures [Results of Operations](index=13&type=section&id=Results%20of%20Operations) Q1 2024 revenues increased 10.7% due to member growth, gross margin slightly decreased, and operating expenses rose while G&A declined - Revenues increased **10.7% to $21.7 million** in Q1 2024, primarily driven by an increase in member count[54](index=54&type=chunk) - Gross profit margin decreased slightly to **85.4%** in Q1 2024 from 85.9% in Q1 2023, mainly due to increased content amortization from investment in original content[55](index=55&type=chunk) - Selling and operating expenses increased by **10.6% to $17.8 million**, driven by higher people-related and marketing expenses[56](index=56&type=chunk) - Corporate, general and administration expenses decreased by **11.1% to $1.6 million**, primarily due to lower salary and payroll-related expenses[58](index=58&type=chunk) [Liquidity and Capital Resources](index=14&type=section&id=Liquidity%20and%20Capital%20Resources) The company plans $10.0-$12.0 million in 2024 capital expenditures, funded by operating cash flow, and maintains sufficient liquidity with existing cash and credit - Budgeted content and capital expenditures for the rest of 2024 are expected to be between **$10.0 million and $12.0 million**, funded by cash flows from operations[61](index=61&type=chunk) - The company generated **$5.9 million in cash from operations** in Q1 2024 and had a cash balance of **$8.6 million** as of March 31, 2024[61](index=61&type=chunk) - Management believes current cash, expected operating cash flows, and a **$10 million revolving line of credit** will be sufficient to fund operations on both a short-term and long-term basis[65](index=65&type=chunk) [Cash Flows](index=15&type=section&id=Cash%20Flows) Q1 2024 operating cash flow significantly increased by $5.3 million due to earnings and working capital, while investing cash outflow decreased Cash Flow Summary (in thousands) | Activity | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Operating activities | $5,936 | $686 | | Investing activities | $(1,073) | $(1,418) | | Financing activities | $(30) | $18 | - The **$5.3 million increase** in cash from operations was primarily driven by changes in earnings and timing of working capital, particularly accrued liabilities and deferred revenues[66](index=66&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=15&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Gaia, Inc. is exempt from providing quantitative and qualitative market risk disclosures - The company is a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide information under this item[68](index=68&type=chunk) [Item 4. Controls and Procedures](index=15&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of March 31, 2024, due to material weaknesses in technical accounting and financial close processes, with remediation ongoing - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2024, due to previously identified material weaknesses in internal control over financial reporting[69](index=69&type=chunk) - The material weaknesses identified as of December 31, 2023, were: (1) lack of appropriate technical accounting and financial reporting capabilities for complex transactions, and (2) an inadequate financial close and reporting process[70](index=70&type=chunk)[71](index=71&type=chunk) - Ongoing remediation efforts include implementing additional procedures in the financial close process, enhancing system capabilities, improving reconciliation and review controls, and enhancing access to accounting training and expertise[72](index=72&type=chunk)[73](index=73&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=17&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[78](index=78&type=chunk) [Item 1A. Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company incorporates by reference the Risk Factors from its Annual Report on Form 10-K for the year ended December 31, 2023 - The company incorporates by reference the Risk Factors included in its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 29, 2024[79](index=79&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=17&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None[80](index=80&type=chunk) [Item 6. Exhibits](index=18&type=section&id=Item%206.%20Exhibits) The report lists filed exhibits, including CEO and CFO certifications and Inline XBRL documents - Exhibits filed with the report include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL data files (101 series)[84](index=84&type=chunk)

Ex-99.1 Gaia Reports First Quarter 2024 Results BOULDER, CO - May 6, 2024 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter ended March 31, 2024. Highlights: "In the first quarter we experienced a 10% decrease in customer acquisition costs," said Jirka Rysavy, Gaia's Chairman. "We continued to see our member growth rate increase, as we doubled our net member addition to 33,000 during the first quarter up from 16,000 in the fourth quarter, ...

BOULDER, Colo., April 25, 2024 (GLOBE NEWSWIRE) -- Gaia, Inc. (NASDAQ:GAIA), a conscious media and community company, announced that the second season of its highly-anticipated original series The Journey of Remembering is now available exclusively on Gaia. The premiere of this eight-episode series includes the first three episodes, with new episodes released each Monday at 2:00 a.m. MT. In season two of this exclusive Gaia Original docuseries, Matías De Stefano guides 45 initiates on a challenging journey ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 incorpora ...

Exibit 99.1 Gaia Reports Fourth Quarter 2023 Results BOULDER, CO, March 27, 2024 — Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the fourth quarter and full year ended December 31, 2023. "We continue to build on Gaia's increasing momentum. The member count grew to 806,000 at the end of the year and we expect to finish the first quarter of 2024 at about 838,000, a good milestone toward our 15% revenue growth target for 2024", said Jirka Rysavy, Gaia's Chai ...

BOULDER, Colo., March 18, 2024 (GLOBE NEWSWIRE) -- Gaia, Inc. (NASDAQ:GAIA), a conscious media and community company, today announced the launch of Gaia+ an evolution of Gaia's premium membership tier, creating the world's most extensive streaming platform for transformation, spiritual growth and consciousness expansion. Available across mobile and connected TV devices, Gaia+ not only provides members access to immersive workshops and live events, but also includes guided programs featuring the foremost exp ...

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, 2023 OR ☐ 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 incorpora ...

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Gaia, Inc.'s unaudited interim condensed consolidated financial statements for Q2 and H1 2023, reporting a net loss for both periods [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2023, Gaia's total assets slightly decreased to $137.6 million, with liabilities increasing and shareholders' equity decreasing Condensed Consolidated Balance Sheets (in thousands) | Account | June 30, 2023 (unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Total current assets** | $17,229 | $17,173 | | **Total assets** | **$137,633** | **$138,303** | | **Total current liabilities** | $28,771 | $27,373 | | **Total liabilities** | **$50,256** | **$49,319** | | **Total shareholders' equity** | **$87,377** | **$88,984** | | **Total liabilities and shareholders' equity** | **$137,633** | **$138,303** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenues decreased for both Q2 and H1 2023, resulting in net losses of $1.7 million and $2.9 million respectively, reversing prior year net income Q2 2023 vs Q2 2022 Performance (in thousands, except per share data) | Metric | Q2 2023 (unaudited) | Q2 2022 | | :--- | :--- | :--- | | Revenues, net | $19,839 | $20,720 | | Gross profit | $17,000 | $17,961 | | Income (loss) from operations | $(1,605) | $298 | | Net income (loss) | $(1,718) | $116 | | Diluted EPS | $(0.08) | $0.00 | H1 2023 vs H1 2022 Performance (in thousands, except per share data) | Metric | H1 2023 (unaudited) | H1 2022 | | :--- | :--- | :--- | | Revenues, net | $39,486 | $42,551 | | Gross profit | $33,874 | $36,887 | | Income (loss) from operations | $(2,627) | $605 | | Net income (loss) | $(2,861) | $202 | | Diluted EPS | $(0.14) | $0.01 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations was $6.5 million for H1 2023, with net cash used in investing activities decreasing, and the period ending cash balance at $10.9 million Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2023 (unaudited) | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,480 | $6,395 | | Net cash used in investing activities | $(7,119) | $(10,419) | | Net cash used in financing activities | $(44) | $(50) | | **Net change in cash** | **$(683)** | **$(4,074)** | | **Cash at end of period** | **$10,879** | **$6,195** | [Notes to interim condensed consolidated financial statements](index=8&type=section&id=Notes%20to%20interim%20condensed%20consolidated%20financial%20statements) The notes detail Gaia's global digital video subscription service, its debt structure including a mortgage and credit facility, and a $2.0 million SEC settlement - Gaia operates a global digital video subscription service with over **10,000 titles**, of which **88% are exclusive**[19](index=19&type=chunk)[20](index=20&type=chunk) - The company has a mortgage loan maturing in 2025 and a revolving credit facility of up to **$10.0 million** with KeyBank, under which **$9.0 million** was drawn as of March 31, 2023[31](index=31&type=chunk)[32](index=32&type=chunk) - On May 23, 2023, Gaia settled an SEC investigation related to misstating subscriber numbers in 2019 and whistleblower protection issues, agreeing to pay a **$2.0 million** civil penalty over one year[45](index=45&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=13&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the 7.3% revenue decline in H1 2023 due to post-COVID subscriber contraction, while expecting continued positive cash flow and budgeting $6.0 to $8.0 million for expenditures [Results of Operations](index=14&type=section&id=Results%20of%20Operations) Q2 2023 revenue decreased 4.3% to $19.8 million and H1 2023 revenue decreased 7.3% to $39.5 million due to post-COVID subscriber contraction, with increased selling expenses - Q2 2023 revenue decreased **4.3%** to **$19.8 million**, and H1 2023 revenue decreased **7.3%** to **$39.5 million**, primarily due to post-COVID subscriber contraction in the second half of 2022[58](index=58&type=chunk)[62](index=62&type=chunk) - Selling and operating expenses increased **7.5%** in Q2 2023, driven by higher marketing spend[60](index=60&type=chunk) - Gross profit margin decreased to **85.7%** in Q2 2023 from **86.7%** in Q2 2022, due to increased content amortization from investment in original content[59](index=59&type=chunk) [Liquidity and Capital Resources](index=16&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2023, Gaia had a cash balance of $10.9 million, generated $6.5 million in cash from operations, and expects to remain cash flow positive with sufficient resources - The company generated **$6.5 million** in cash from operations during the first six months of 2023 and ended the period with a cash balance of **$10.9 million**[68](index=68&type=chunk) - Budgeted content and capital expenditures for the remainder of 2023 are expected to be between **$6.0 million** and **$8.0 million**, funded by cash from operations[68](index=68&type=chunk) - As of June 30, 2023, **$9.0 million** was drawn under the company's **$10.0 million** revolving credit facility with KeyBank[69](index=69&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=17&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Gaia, Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Gaia is not required to provide quantitative and qualitative disclosures about market risk[74](index=74&type=chunk) [Item 4. Controls and Procedures](index=17&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2023[75](index=75&type=chunk) - No material changes were made to the internal control over financial reporting during the quarter ended June 30, 2023[76](index=76&type=chunk) [PART II—OTHER INFORMATION](index=18&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=18&type=section&id=Item%201.%20Legal%20Proceedings) This section details the settlement of an SEC investigation where Gaia agreed to pay a $2.0 million civil penalty for misstating subscriber numbers and whistleblower protection failures - Gaia settled an SEC investigation concerning a 2019 misstatement of paying subscriber numbers and whistleblower protection requirement failures[78](index=78&type=chunk) - As part of the settlement, Gaia consented to a cease-and-desist order and is required to pay a total civil monetary penalty of **$2.0 million** over a one-year period[78](index=78&type=chunk) [Item 1A. Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company incorporates by reference the Risk Factors section from its Annual Report on Form 10-K for the year ended December 31, 2022 - Risk factors are incorporated by reference from the company's Annual Report on Form 10-K for the year ended December 31, 2022[79](index=79&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=18&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On June 26, 2023, Gaia issued 272,980 shares of Class A Common Stock upon conversion of a $701,558 convertible note for intellectual property acquisition - The company issued **272,980 shares** of Class A Common Stock to acquire intellectual property and content assets from Food Matters Institute LTD[80](index=80&type=chunk) - The shares were issued upon conversion of a **$701,558** convertible note, in a transaction exempt from registration[80](index=80&type=chunk)[81](index=81&type=chunk) [Other Items](index=18&type=section&id=Other%20Items) This section covers standard reporting items, including no defaults on senior securities, non-applicability of mine safety disclosures, and a list of filed exhibits - Item 3: No defaults upon senior securities were reported[82](index=82&type=chunk) - Item 4: Mine safety disclosures are not applicable[83](index=83&type=chunk) - Item 6: A list of exhibits filed with the 10-Q is provided, including officer certifications and XBRL data files[86](index=86&type=chunk) [SIGNATURES](index=20&type=section&id=SIGNATURES) [Signatures](index=20&type=section&id=Signatures) The report was duly signed and authorized on July 31, 2023, by the Chief Executive Officer and Chief Financial Officer - The Form 10-Q was signed on July 31, 2023, by the company's CEO and CFO[90](index=90&type=chunk)