Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 03, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | GAIA | |
Entity Registrant Name | GAIA, INC | |
Entity Central Index Key | 1,089,872 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,483,728 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,400,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 50,671 | $ 32,778 |
Accounts receivable | 1,305 | 1,055 |
Prepaid expenses and other current assets | 3,385 | 3,082 |
Total current assets | 55,361 | 36,915 |
Building and land, net | 18,287 | 17,028 |
Media library, software and equipment, net | 21,662 | 20,387 |
Goodwill | 10,609 | 10,609 |
Investments and other assets | 12,718 | 12,040 |
Total assets | 118,637 | 96,979 |
Current liabilities: | ||
Accounts payable, accrued and other liabilities | 6,328 | 16,848 |
Deferred revenue | 4,407 | 3,316 |
Total current liabilities | 10,735 | 20,164 |
Deferred taxes | 164 | 663 |
Contingencies (Note 6) | ||
Gaia, Inc. shareholders’ equity: | ||
Additional paid-in capital | 138,181 | 100,560 |
Accumulated deficit | (30,445) | (24,410) |
Total equity | 107,738 | 76,152 |
Total liabilities and equity | 118,637 | 96,979 |
Class A Common Stock [Member] | ||
Gaia, Inc. shareholders’ equity: | ||
Common stock | 1 | 1 |
Class B Common Stock [Member] | ||
Gaia, Inc. shareholders’ equity: | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 12,483,546 | 9,769,961 |
Common stock, shares outstanding | 12,483,546 | 9,769,961 |
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 Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net revenues | ||
Streaming | $ 9,138 | $ 5,209 |
DVD subscription and other | 477 | 575 |
Total net revenues | 9,615 | 5,784 |
Cost of revenues | ||
Streaming | 1,181 | 743 |
DVD subscription and other | 91 | 77 |
Total cost of revenues | 1,272 | 820 |
Gross profit | 8,343 | 4,964 |
Expenses: | ||
Selling and operating | 14,810 | 10,465 |
Corporate, general and administration | 1,411 | 1,352 |
Total operating expenses | 16,221 | 11,817 |
Loss from operations | (7,878) | (6,853) |
Interest and other income, net | 17 | 44 |
Loss before income taxes | (7,861) | (6,809) |
Income tax benefit | (1,826) | (629) |
Net loss | $ (6,035) | $ (6,180) |
Loss per share | ||
Basic and diluted | $ (0.39) | $ (0.41) |
Weighted-average shares outstanding: | ||
Basic and diluted | 15,364 | 15,153 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net loss | $ (6,035) | $ (6,180) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,550 | 1,041 |
Share-based compensation expense | 254 | 413 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (250) | (211) |
Prepaid expenses and other assets | (981) | 125 |
Accounts payable and accrued liabilities | 1,481 | (2,004) |
Deferred revenue | 1,091 | 625 |
Net cash used in operating activities | (2,890) | (6,191) |
Investing activities: | ||
Additions to media library, property and equipment | (4,058) | (2,456) |
Net cash used in investing activities | (4,058) | (2,456) |
Financing activities: | ||
Repayments on line of credit | (12,500) | |
Proceeds from issuance of common stock | 37,341 | |
Net cash provided by financing activities | 24,841 | |
Net increase (decrease) in cash | 17,893 | (8,647) |
Cash at beginning of period | 32,778 | 54,027 |
Cash at end of period | $ 50,671 | $ 45,380 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization, Nature of Operations, and Principles of Consolidation | 1. Organization, Nature of Operations, and Principles of Consolidation Gaia, Inc., was incorporated under the laws of the State of Colorado in 1988 and operates a global digital video subscription service and on-line community that caters to a unique and underserved subscriber base. Our digital content library of over 8,000 titles is available to our subscribers on most internet-connected devices anytime, anywhere commercial free. Our subscribers have unlimited access to a vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, and more – 90% of which is exclusively available to our subscribers for digital streaming. Our mission is to create a transformational network that empowers a global conscious community. Content on our network is currently curated into three channels, Yoga, Transformation and Seeking Truth, and delivered directly to our subscribers 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 represents over 80% of total views. We complement our produced and owned content through long-term, predominately exclusive, licensing agreements. In March 2018, we completed an underwritten public offering of 2,683,333 shares of our Class A common stock, which included 350,000 shares of Class A common stock issued pursuant to the over-allotment option granted to our underwriters, at a public offering price of $15.00 per share. We received net proceeds of approximately $37.1 million after deducting underwriting discounts and commissions and offering costs. A majority of our board of directors and executive management also participated in the offering. We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results. There have been no material changes in our significant accounting policies, other than the adoption of accounting pronouncements below, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2017. Use of Estimates and Reclassifications The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates. We have made certain reclassifications to prior period amounts to conform to the current period presentations. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. We adopted ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach. Because our primary source of revenues is from monthly membership fees which are recognized ratably over each monthly membership period, the impact on our consolidated financial statements is not material. Recently Issued Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, to simplify financial reporting by eliminating the need to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. We will adopt the new guidance in the fourth quarter of the current fiscal year when we perform our annual goodwill impairment analysis, with no expected impact on the results. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Based on our preliminary assessment, we do not expect the new standard to have a material impact on our reported financial position or results of operations. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 2. Revenue Recognition Our primary source of revenues are from subscription fees. Subscribers are billed in advance at the start of their subscription and revenues are recognized ratably over the subscription period. Revenues are presented net of the taxes that are collected from members and remitted to governmental authorities. We are the principal in our partner relationships where we retain control over delivery to subscribers. For relationships where the partner controls the delivery to the subscriber, we recognize revenues on a net basis. Typically, payments made to partners for joint marketing activities are expensed. Deferred revenue consists of subscription fees billed that have not been recognized. The vast majority of our deferred revenue is related to subscription fees that are expected to be recognized as revenue within the next month. The remaining deferred revenue balance is related to annual subscriptions, which will be recognized as revenue over the remaining subscription period, which is expected to occur over the next 12 months. |
Equity and Share-Based Compensa
Equity and Share-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity and Share-Based Compensation | 3. Equity and Share-Based Compensation During the first three months of 2018, we issued 452 shares of our Class A common stock under our 2009 Long-Term Incentive Plan to our independent directors, in lieu of cash compensation, for services rendered in 2018. We valued the shares issued to our independent directors at estimated fair value based on the closing price of our shares on the date the shares were issued, which by policy is the last trading day of each quarter in which the services were rendered. During the first three months of 2018 and 2017, we recognized $254,000 and $413,000, respectively, of associated stock compensation expense. Total share-based compensation expense is reported in selling and operating expenses and corporate, general and administration expenses on our condensed consolidated statements of operations. There were 29,800 options exercised during the first three months of 2018, with net proceeds of $0.2 million. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 4. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options and restricted stock units, to the extent dilutive. Basic and diluted net loss per share were the same for the three months ended March 31, 2018 and 2017, as the inclusion of all potential common shares outstanding would have been anti-dilutive. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes Our provision for income taxes is comprised of the following: For the Three Months Ended March 31, (in thousands) 2018 2017 Current: Federal $ — $ (107 ) State — (5 ) Total current — (112 ) Deferred: Federal (1,818 ) (495 ) State (8 ) (22 ) Total deferred (1,826 ) (517 ) Total income tax benefit $ (1,826 ) $ (629 ) The income tax benefit recorded during 2018 is a result of our historical alternative minimum tax payments becoming fully refundable in 2018. 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 generate losses for the next few years, we have a full valuation allowance on our deferred tax assets. As of March 31, 2018, our gross net operating loss carryforwards were $40.0 million and $12.9 million for federal and state, respectively. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 6. 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 March 31, 2018 and that can be reasonably estimated are either reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows. |
Organization, Nature of Opera12
Organization, Nature of Operations, and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates and Reclassifications | Use of Estimates and Reclassifications The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates. We have made certain reclassifications to prior period amounts to conform to the current period presentations. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. We adopted ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach. Because our primary source of revenues is from monthly membership fees which are recognized ratably over each monthly membership period, the impact on our consolidated financial statements is not material. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, to simplify financial reporting by eliminating the need to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. We will adopt the new guidance in the fourth quarter of the current fiscal year when we perform our annual goodwill impairment analysis, with no expected impact on the results. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Based on our preliminary assessment, we do not expect the new standard to have a material impact on our reported financial position or results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Our provision for income taxes is comprised of the following: For the Three Months Ended March 31, (in thousands) 2018 2017 Current: Federal $ — $ (107 ) State — (5 ) Total current — (112 ) Deferred: Federal (1,818 ) (495 ) State (8 ) (22 ) Total deferred (1,826 ) (517 ) Total income tax benefit $ (1,826 ) $ (629 ) |
Organization, Nature of Opera14
Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)TitleChannel$ / shares | |
Organization Nature Of Operations And Principles Of Consolidation [Line Items] | ||
Percentage of digital streaming exclusively available for subscribers | 90.00% | |
Number of channels | Channel | 3 | |
Net proceeds from issuance of shares | $ | $ 37,341 | |
Underwritten Public Offering [Member] | Class A Common Stock [Member] | ||
Organization Nature Of Operations And Principles Of Consolidation [Line Items] | ||
Common stock shares issued | shares | 2,683,333 | |
Public offering price per share | $ / shares | $ 15 | $ 15 |
Net proceeds from issuance of shares | $ | $ 37,100 | |
Over-Allotment Option [Member] | Underwriters [Member] | Class A Common Stock [Member] | ||
Organization Nature Of Operations And Principles Of Consolidation [Line Items] | ||
Common stock shares issued | shares | 350,000 | |
Minimum [Member] | ||
Organization Nature Of Operations And Principles Of Consolidation [Line Items] | ||
Number of titles available in digital content library | Title | 8,000 | |
Percentage of produced and owned content of total views | 80.00% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Deferred revenue, expected recognition period, description | The vast majority of our deferred revenue is related to subscription fees that are expected to be recognized as revenue within the next month. |
Remaining deferred revenue, expected recognition period | 12 months |
Equity and Share-Based Compen16
Equity and Share-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 254,000 | $ 413,000 |
Options exercised during period | 29,800 | |
Proceeds from stock options exercised | $ 200,000 | |
2009 Long-Term Incentive Plan [Member] | Class A Common Stock [Member] | Independent Directors Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of shares for compensation | 452 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Current: | ||
Federal | $ (107) | |
State | (5) | |
Total current | (112) | |
Deferred: | ||
Federal | $ (1,818) | (495) |
State | (8) | (22) |
Total deferred | (1,826) | (517) |
Total income tax benefit | $ (1,826) | $ (629) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | Mar. 31, 2018USD ($) |
Federal [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 40 |
State [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 12.9 |