[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)

Financial Data and Key Metrics Changes - Revenues for the first quarter were $19.6 million, reflecting a slight sequential increase for the first time in the past 12 months, but a decline of 10% compared to the same quarter last year [7] - The company reported a net loss of $1.1 million or $0.05 per share during the first quarter of 2023, compared to net income of $0.1 million in the year-ago period [8] - Adjusted EBITDA was $3.2 million in the quarter, down from $4.8 million in the year-ago quarter [8] - Gross margins were 85.9% during the first quarter of 2023, expected to remain at this level for the near term [7] Business Line Data and Key Metrics Changes - Total member acquisition costs during the quarter were $7.9 million, or 40.7% of revenues, down from $8.6 million in the year-ago quarter [27] - The cost per member acquisition decreased by 13% during the first quarter compared to the fourth quarter [6] - The viewing time per member started to grow again after declining since the end of COVID lockdowns [6] Market Data and Key Metrics Changes - The company added 7,500 members during the first quarter, ending with 7,666 members on March 31, 2023 [25] - The member losses hit an all-time low in April, benefiting from marketing campaigns focused on higher retention [25] Company Strategy and Development Direction - The company is on track to launch the Gaia Marketplace, aimed at increasing average revenue per user (ARPU) with minimal additional marketing expenses [10] - The company has implemented significant cost reduction measures, including a 20% reduction in headcount, returning to pre-COVID levels of operating efficiency [6][8] - The company plans to adjust content spending based on growth in foreign language markets and overall economic conditions [20][28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence that the company is through the worst of the post-COVID unwinding, with a return to growth in both direct and third-party member bases [27] - The company expects to generate cash flows from operations in excess of cash flows reinvested back into content and product enhancements [28] - Management is monitoring the macroeconomic environment before making any pricing decisions [13] Other Important Information - The cash balance on March 31 was $10.8 million, with expectations for good cash flow generation for the remainder of the year [10] - The company has eliminated over $5 million of annualized spending, including approximately 36 headcounts mostly contractors [6] Q&A Session Summary Question: Can you walk us through the deferred revenue increase and the mix of month-to-month versus prepaid subscribers? - Management explained that the shift from indirect to direct members allows for negative working capital benefits, with a 50:50 mix of monthly and annual plans among existing members [12] Question: Have there been any recent price increases? - Management stated that no price increases have been made recently, as they are observing industry trends and consumer preferences [13] Question: What improvements have been seen in customer acquisition and retention? - Management noted a focus on retention rather than just acquisition costs, with better retention rates leading to lower member losses [14][15] Question: What is the expectation for content spending? - Management indicated that content spending will be evaluated based on growth in foreign language markets, with flexibility to adjust investment levels as needed [20] Question: Were severance costs incurred in the quarter or spread over time? - Management clarified that severance costs are spread over time due to contractual obligations with contractors [23][40]

For the transition period from to 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 March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 ...

Financial Data and Key Metrics Changes - Revenues increased by 30% for the year, with fourth quarter revenues reaching $19.6 million [18] - Gross margins improved to 86.7% in the fourth quarter from 85.8% in the same quarter last year, remaining consistent for the full year [18] - The company reported a net loss of $0.9 million or $0.04 per share in the fourth quarter, compared to a net income of $2.1 million or $0.11 per share in the prior year [50] - Total member acquisition costs for the quarter were $7.7 million, representing 40% of revenues, a slight increase from $8.2 million or 39% of revenues in the year-ago quarter [32] Business Line Data and Key Metrics Changes - Direct member acquisition costs decreased by approximately 10% year-over-year, contributing to growth in the direct member base during the fourth quarter [32] - The company experienced net member base contraction in larger third-party distribution partners, leading to an overall decline in the member base during the quarter [32] - The company plans to launch the Gaia Marketplace by the end of the second quarter of 2023, aiming to increase average revenue per user (ARPU) [38] Market Data and Key Metrics Changes - The company has seen positive developments in the French and German markets, with lower acquisition costs and churn rates compared to English-speaking markets [11] - The company is in discussions with Amazon for potential launches in South America, New Zealand, and Australia, which could contribute to growth [27] Company Strategy and Development Direction - The company is focused on achieving financial independence and creating growth drivers for sustained revenue and cash flow growth [3] - The strategy includes reducing costs by eliminating inefficiencies and headcount, with an expected benefit from these measures beginning in the second quarter of 2023 [26] - The company aims to maintain direct members at over 80% of the business, emphasizing the profitability and stickiness of direct subscriptions compared to third-party partnerships [39] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about member growth in 2023, particularly from direct memberships, despite challenges with third-party providers [49] - The company anticipates generating $7 million to $9 million in new cash during 2023, focusing on increasing ARPU rather than solely relying on new customer acquisition [33][52] - Management noted that the ongoing legal fees related to a proposed SEC settlement are expected to no longer be a headwind on earnings [50] Other Important Information - The company has no net debt and the replacement value of its content library exceeds $300 million [33] - The cash balance as of December 31 was $11.6 million, with expectations for cash generation in 2023 [33] Q&A Session Summary Question: What are the anticipated subscriber growth numbers for the $7 million to $9 million in cash generation for 2023? - Management indicated a focus on increasing ARPU from the existing member base rather than solely on new customer acquisition, with expectations to exceed pre-COVID member levels [52][53] Question: How does the company plan to maintain its direct member percentage? - Management confirmed that direct members currently represent over 80% of the business and emphasized the importance of keeping third-party members below 20% for profitability [39][41]

Gaia, Inc. (NASDAQ:GAIA) Q3 2022 Earnings Conference Call November 7, 2022 4:30 PM ET Company Participants Jirka Rysavy - CEO Paul Tarell - CFO Conference Call Participants Mark Argento - Lake Street Thierry Wuilloud - Water Tower Research Abba Horwitz - Old School Operator Good afternoon, everyone and thank you for participating in today’s conference call to discuss Gaia Incorporated’s Financial Results for the Third Quarter Ended September 30th, 2022. Joining us today are Gaia’s CEO, Jirka Rysavy; and CFO ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) (Address of principal executive offices, including zip code) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 GAIA, INC. (Exact name of Registrant as specified in its Char ...

PART I—FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited interim condensed consolidated financial statements for the period ended September 30, 2022, show a slight increase in **total assets to $136.9 million**, a **net loss of $2.4 million** for Q3 and **$2.2 million for the first nine months of 2022**, primarily due to a **$2.0 million accrual** for an anticipated SEC settlement [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2022, **total assets were $136.9 million**, a slight increase from **$133.7 million at year-end 2021**, with **total liabilities rising to $47.5 million** from **$43.5 million** due to a **new short-term debt of $7.5 million**, while **total shareholders' equity decreased slightly to $89.4 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2022 (unaudited) | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$136,859** | **$133,676** | | Total current assets | $16,700 | $14,983 | | Media library, software and equipment, net | $53,160 | $50,558 | | **Total Liabilities** | **$47,507** | **$43,461** | | Total current liabilities | $34,524 | $29,809 | | Short-term debt and lease liability | $7,647 | $140 | | **Total Shareholders' Equity** | **$89,352** | **$90,215** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q3 2022, Gaia reported a **net loss of $2.4 million on revenues of $19.9 million**, compared to a **net income of $0.6 million on revenues of $20.4 million** in Q3 2021, with the **net loss for the nine months at $2.2 million on revenues of $62.5 million**, primarily due to a **$2.0 million charge** for an anticipated SEC settlement Q3 2022 vs Q3 2021 Performance (in thousands, except per share data) | Metric | Q3 2022 (unaudited) | Q3 2021 | | :--- | :--- | :--- | | Revenues, net | $19,907 | $20,405 | | Gross Profit | $17,259 | $17,779 | | Income (loss) from operations | $(303) | $726 | | Anticipated SEC settlement | $(2,000) | — | | Net income (loss) | $(2,375) | $647 | | Diluted EPS | $(0.11) | $0.03 | Nine Months 2022 vs 2021 Performance (in thousands, except per share data) | Metric | Nine Months 2022 (unaudited) | Nine Months 2021 | | :--- | :--- | :--- | | Revenues, net | $62,458 | $58,744 | | Gross Profit | $54,146 | $51,171 | | Income (loss) from operations | $302 | $1,845 | | Anticipated SEC settlement | $(2,000) | — | | Net income (loss) | $(2,173) | $1,648 | | Diluted EPS | $(0.10) | $0.08 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2022, **net cash provided by operating activities was $8.1 million**, a **decrease from $14.6 million** in 2021, while **net cash used in investing activities increased to $14.9 million**, and **net cash provided by financing activities was $7.4 million**, mainly from a **$7.5 million draw** on a new short-term credit facility Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Activity | 2022 (unaudited) | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $8,073 | $14,586 | | Net cash used in investing activities | $(14,903) | $(13,355) | | Net cash provided by financing activities | $7,402 | $592 | | **Net change in cash** | **$572** | **$1,823** | | **Cash at end of period** | **$10,841** | **$14,428** | [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20interim%20condensed%20consolidated%20financial%20statements) Key notes detail Gaia's global digital video subscription service, the acquisition of Yoga International, the **discontinuation of its one-time course sales business**, a **new $10 million revolving credit facility** with **$7.5 million drawn**, and a **significant contingency** of a **$2.0 million accrual** for an **anticipated settlement with the SEC** regarding a **2019 subscriber count misstatement** and **whistleblower protection issues** - Gaia operates a global digital video subscription service with **over 10,000 titles**, focusing on Yoga, Transformation, Alternative Healing, and Seeking Truth, with **Approximately 75% of viewership** from its in-house produced content[19](index=19&type=chunk)[20](index=20&type=chunk) - In August 2022, the company entered into a **$10 million revolving credit facility** with KeyBank and had **$7.5 million drawn** as of September 30, 2022[30](index=30&type=chunk) - The company reached an **agreement in principle with the SEC** to settle an investigation for **$2.0 million**, relating to a **misstatement of paying subscribers** in Q1 2019 and issues with **whistleblower protection requirements**, with a liability of **$2.0 million** accrued[43](index=43&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=13&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **6.5% revenue growth** for the first nine months of 2022 to increased members and ARPU, despite **Q3 revenue declining 2.5% YoY** due to lower member count, with the net loss primarily caused by a **one-time $2.0 million charge** for an anticipated SEC settlement, and believes current cash, expected cash from operations, and a **new $10 million credit facility** are sufficient for funding [Results of Operations](index=14&type=section&id=Results%20of%20Operations) For Q3 2022, **revenues decreased 2.5% to $19.9 million** due to lower member count, while nine-month revenues **increased 6.5% to $62.5 million** driven by higher member count and ARPU, with operating expenses rising partly due to the Yoga International acquisition, and the **$2.0 million SEC settlement accrual** significantly impacting profitability by turning an **operating profit into a pre-tax loss** - Q3 2022 revenue **decreased by $0.5 million (2.5%) YoY**, primarily due to a decrease in the overall member count[57](index=57&type=chunk) - Nine-month 2022 revenue **increased by $3.8 million (6.5%) YoY**, attributed to an increase in both members and average monthly revenue per member[62](index=62&type=chunk) - A **one-time charge of $2.0 million** was recorded in Q3 2022 related to an **agreement in principle with the SEC Staff** to resolve a pending investigation[61](index=61&type=chunk)[66](index=66&type=chunk) - Corporate, general and administration expenses increased **33.3% in Q3** and **24.4% in the nine-month period**, due to increased legal fees, personnel costs, and expenses from the Yoga International acquisition[60](index=60&type=chunk)[65](index=65&type=chunk) [Liquidity and Capital Resources](index=16&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by a **$10.8 million cash balance** as of September 30, 2022, and positive cash flows from operations, supplemented by a **new $10.0 million revolving credit facility** established in August 2022 with **$7.5 million drawn**, which management believes, along with expected cash from operations, is sufficient to fund remaining 2022 capital expenditures of **$2-$4 million** and the anticipated **$2.0 million legal settlement** - As of September 30, 2022, the company had a **$10.8 million cash balance** and **generated $8.4 million in cash from continuing operations** during the first nine months of the year[69](index=69&type=chunk) - A **new $10.0 million revolving credit facility** was secured in August 2022, with **$7.5 million drawn** by September 30, 2022, to be used for working capital and general corporate purposes[70](index=70&type=chunk) - Management believes cash on hand, expected cash from operations, and the credit facility will be sufficient to fund operations, planned capital expenditures (**$2-$4 million** for the rest of 2022), and the anticipated **$2.0 million legal settlement**[69](index=69&type=chunk)[72](index=72&type=chunk) [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 information for this item - 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 the information under this item[76](index=76&type=chunk) [Controls and Procedures](index=17&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2022, with **no material changes** to internal control over financial reporting during the quarter - Management concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2022[77](index=77&type=chunk) - **No changes occurred** during the quarter ended September 30, 2022, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[78](index=78&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=18&type=section&id=Item%201.%20Legal%20Proceedings) The company has reached an **agreement in principle with the SEC Staff** to **resolve an investigation** that began in June 2020, involving a **$2.0 million civil penalty for Gaia** with **no admission of guilt**, for **misstating paying subscriber numbers** for Q1 2019 and **failing to comply with SEC whistleblower protection rules**, with the **$2.0 million liability accrued** - In September 2022, Gaia and its CFO reached an **agreement in principle with the SEC Staff** to **resolve an investigation**[81](index=81&type=chunk) - The settlement contemplates that Gaia will pay a **$2.0 million civil monetary penalty** for **misstating subscriber numbers** in its April 29, 2019 earnings release and for **failing to comply with SEC whistleblower protection requirements**[81](index=81&type=chunk) - The company has **accrued a liability of $2,000,000** based on the agreement in principle, although the settlement is not yet finalized or approved[81](index=81&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) As a **smaller reporting company**, Gaia, Inc. is not required to provide information for this item - The company is a **smaller reporting company** as defined in Rule 12b-2 of the Securities and Exchange Act of 1934 and is not required to provide the information under this item[82](index=82&type=chunk) [Exhibits](index=19&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including **CEO and CFO certifications** (Rule 13a-14(a) and Section 906 of Sarbanes-Oxley) and **Inline XBRL data files** - Filed exhibits include **certifications from the Principal Executive Officer and Principal Financial Officer**, as well as **Inline XBRL documents**[88](index=88&type=chunk)

Gaia, Inc. (NASDAQ:GAIA) Q2 2022 Earnings Conference Call August 1, 2022 4:30 PM ET Company Participants Jirka Rysavy - Chief Executive Officer Paul Tarell - Chief Financial Officer Conference Call Participants Eric Wold - B. Riley Securities, Inc. Jacob Stephan - Lake Street Capital Markets LLC Thierry Wuilloud - Water Tower Research LLC Operator Good afternoon, everyone. Thank you for participating in today’s conference call to discuss Gaia Incorporated’s Financial Results for the Second Quarter Ended Jun ...

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q 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.) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the trans ...

Gaia Disclosure This presentation includes forward-looking statements that involve numerous assumptions, risks and uncertainties. These include, but are not limited to, general business conditions, historical losses, competition, changing consumer preferences, subscriber costs and retention rates, acquisitions, and other risks and uncertainties. Actual results may differ materially from those expressed in these forward-looking statements due to such risks and uncertainties, including those factors detailed ...