10-Q

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, 2025

☐ 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 May 9, 2025
Class A Common Stock ($0.0001 par value)		19,672,638
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 March 31, 2025 (unaudited) and December 31, 2024	4

	Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2025 and 2024	5

	Condensed Consolidated Statements of Changes in Equity (unaudited) for the three months ended March 31, 2025 and 2024	6

	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2025 and 2024	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

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 Condensed Consolidated Financial Statements

We have prepared our unaudited 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 March 31, 2025, the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of changes in equity for the three months ended March 31, 2025 and 2024, and condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024. Operating results for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results that may be expected for a full year or any future period. The consolidated balance sheets as of December 31, 2024 were derived from our annual audited consolidated financial statements included in our Annual Report on Form 10-K. These condensed consolidated financial statements have not been audited. The unaudited 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, 2024.

GAIA, INC.

Condensed Consolidated Balance Sheets


	March 31,			December 31,
(in thousands, except share and per share data)	2025			2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	13,090		$	5,860
Accounts receivable		5,631			5,560
Other receivables		1,810			1,809
Prepaid expenses and other current assets		3,626			2,513
Total current assets		24,157			15,742
Media library, net		38,927			38,987
Operating right-of-use asset, net		5,241			5,454
Property and equipment, net		26,371			26,883
Technology license, net		15,348			15,550
Investments and other assets, net		6,516			6,658
Goodwill		31,943			31,943
Total assets	$	148,503		$	141,217
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	12,315		$	12,435
Accrued and other liabilities		2,899			3,491
Long-term debt, current portion (Note 4)		5,760			5,801
Operating lease liability, current portion		854			839
Deferred revenue		21,384			19,268
Total current liabilities		43,212			41,834
Operating lease liability, net of current portion		4,649			4,869
Deferred taxes, net		517			501
Total liabilities		48,378			47,204
Commitments and Contingencies (Note 8)
Shareholders’ equity:
Class A common stock, $0.0001 par value, 150,000,000 shares authorized, 19,672,638 and 18,066,942 shares issued, 19,607,651 and 18,001,955 shares outstanding at March 31, 2025 and December 31, 2024, respectively		2			2
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 5,400,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		1			1
Additional paid-in capital		178,431			171,100
Accumulated deficit		(91,442	)		(90,428	)
Total Gaia, Inc. shareholders’ equity		86,992			80,675
Noncontrolling interests		13,133			13,338
Total equity		100,125			94,013
Total liabilities and equity	$	148,503		$	141,217

See accompanying notes to the unaudited condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Operations (unaudited)


	For the Three Months Ended March 31,
(in thousands, except per share data)	2025			2024

Revenues, net	$	23,840		$	21,314
Cost of revenues		2,935			3,132
Gross profit		20,905			18,182
Operating expenses:
Selling and operating		20,022			17,407
Corporate, general and administration		1,897			1,629
Total operating expenses		21,919			19,036
Loss from operations		(1,014	)		(854	)
Interest and other expense, net		(136	)		(108	)
Loss before income taxes		(1,150	)		(962	)
Income tax (benefit) expense		48			—
Loss from continuing operations		(1,198	)		(962	)
Loss from discontinued operations		(21	)		(9	)
Net loss		(1,219	)		(971	)
Net (loss) income attributable to noncontrolling interests		(205	)		74
Net loss attributable to common shareholders	$	(1,014	)	$	(1,045	)

Loss per share:
Basic
Continuing operations (attributable to common shareholders)	$	(0.04	)	$	(0.05	)
Discontinued operations	$	—		$	—
Basic loss per share	$	(0.04	)	$	(0.05	)
Diluted
Continuing operations (attributable to common shareholders)	$	(0.04	)	$	(0.05	)
Discontinued operations	$	—		$	—
Diluted loss per share	$	(0.04	)	$	(0.05	)
Weighted-average shares outstanding:
Basic		24,349			23,161
Diluted		24,349			23,161

See accompanying notes to the 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, 2024		23,401,955	$	(90,428	)	$	3	$	171,100	$	13,338		$	94,013
Issuance of Gaia, Inc. common stock in public offering		1,600,000		—			—		6,986		—			6,986
Issuance of Gaia, Inc. common stock for employee stock purchase plan		5,696		—			—		22		—			22
Share-based compensation		—		—			—		323		—			323
Net loss		—		(1,014	)		—		—		(205	)		(1,219	)
Balance at March 31, 2025		25,007,651	$	(91,442	)	$	3	$	178,431	$	13,133		$	100,125

(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		4,708		—			—		—		—			—
Share-based compensation		—		—			—		335		—			335
Net (loss) income		—		(1,045	)		—		—		74

SEC Form 10-Q filed by Gaia Inc.