Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 24, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
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 | 13,367,143 | |
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, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 10,019 | $ 11,494 |
Accounts receivable | 1,944 | 2,310 |
Prepaid expenses and other current assets | 2,046 | 2,443 |
Total current assets | 14,009 | 16,247 |
Building and land, net | 22,493 | 22,681 |
Media library, software and equipment, net | 37,924 | 36,921 |
Goodwill | 17,289 | 17,289 |
Investments and other assets | 13,148 | 13,034 |
Total assets | 104,863 | 106,172 |
Current liabilities: | ||
Accounts payable, accrued and other liabilities | 11,274 | 10,594 |
Deferred revenue | 10,677 | 8,025 |
Total current liabilities | 21,951 | 18,619 |
Long-term debt, net | 16,717 | 18,433 |
Deferred taxes | 276 | 206 |
Total liabilities | 38,944 | 37,258 |
Gaia, Inc. shareholders’ equity: | ||
Additional paid-in capital | 145,850 | 145,265 |
Accumulated deficit | (79,933) | (76,353) |
Total equity | 65,919 | 68,914 |
Total liabilities and equity | 104,863 | 106,172 |
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 Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 13,358,943 | 13,023,231 |
Common stock, shares outstanding | 13,358,943 | 13,023,231 |
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, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues, net | $ 14,511 | $ 12,467 |
Cost of revenues | 1,901 | 1,600 |
Gross profit | 12,610 | 10,867 |
Expenses: | ||
Selling and operating | 14,458 | 15,722 |
Corporate, general and administration | 1,417 | 1,593 |
Total operating expenses | 15,875 | 17,315 |
Loss from operations | (3,265) | (6,448) |
Interest and other income (expense), net | (246) | 37 |
Loss before income taxes | (3,511) | (6,411) |
Income tax expense | 69 | |
Loss from continuing operations | (3,580) | (6,411) |
Loss from discontinued operations | (315) | |
Net loss | $ (3,580) | $ (6,726) |
Loss per share-basic and diluted: | ||
Continuing operations | $ (0.19) | $ (0.36) |
Discontinued operations | (0.02) | |
Basic and diluted net loss per share | $ (0.19) | $ (0.38) |
Weighted-average shares outstanding: | ||
Basic and diluted | 18,482 | 17,890 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Accumulated Deficit | Common Stock | Additional Paid-in Capital |
Beginning balance at Dec. 31, 2018 | $ 81,465 | $ (58,203) | $ 2 | $ 139,666 |
Beginning balance (in shares) at Dec. 31, 2018 | 17,890,139 | |||
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation | 594 | 594 | ||
Net loss | (6,726) | (6,726) | ||
Ending balance at Mar. 31, 2019 | 75,333 | (64,929) | $ 2 | 140,260 |
Ending balance (in shares) at Mar. 31, 2019 | 17,890,139 | |||
Beginning balance at Dec. 31, 2019 | 68,914 | (76,353) | $ 2 | 145,265 |
Beginning balance (in shares) at Dec. 31, 2019 | 18,423,231 | |||
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation | 585 | 585 | ||
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation (in shares) | 335,712 | |||
Net loss | (3,580) | (3,580) | ||
Ending balance at Mar. 31, 2020 | $ 65,919 | $ (79,933) | $ 2 | $ 145,850 |
Ending balance (in shares) at Mar. 31, 2020 | 18,758,943 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net loss | $ (3,580) | $ (6,726) |
Loss from discontinued operations | 315 | |
Loss from continuing operations | (3,580) | (6,411) |
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,969 | 2,220 |
Share-based compensation expense | 465 | 594 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 366 | (571) |
Prepaid expenses and other assets | 134 | 658 |
Accounts payable and accrued liabilities | (1,000) | (196) |
Deferred revenue | 2,652 | 946 |
Net cash provided by (used in) operating activities - continuing operations | 2,006 | (2,760) |
Net cash provided by operating activities - discontinued operations | 19 | |
Net cash provided by (used in) operating activities | 2,006 | (2,741) |
Investing activities: | ||
Additions to media library, property and equipment | (3,601) | (4,924) |
Net cash used in investing activities | (3,601) | (4,924) |
Financing activities: | ||
Repayments on line of credit | (12,500) | |
Drawdowns on line of credit | 12,500 | |
Proceeds from the issuance of common stock | 120 | |
Net cash provided by financing activities | 120 | |
Net decrease in cash | (1,475) | (7,665) |
Cash at beginning of period | 11,494 | 29,964 |
Cash at end of period | $ 10,019 | $ 22,299 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2020 | |
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 on July 7, 1988 and operates a global digital video subscription service and on-line community that caters to a unique and underserved member base. Our digital content library includes approximately 8,000 English language titles as well as 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 – 90% 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 curated into four primary channels— Yoga, Transformation, Alternative Healing, and Seeking Truth— and delivered directly to our members through our streaming platform. We develop 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 our viewership. We complement our produced and owned content through long term, predominately exclusive, licensing agreements. 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, 2019. 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 Policies In March 2019, the FASB issued ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 2. Revenue Recognition Revenues consist primarily of subscription fees paid by our members. We present revenues net of taxes collected from members. Members are billed in advance and revenues are recognized ratably over the subscription term. Deferred revenue consists of subscription fees collected from members that have not been earned and is recognized ratably over the remaining term of the subscription. We recognize revenue on a net basis for relationships where our partners have the primary relationship, including billing and service delivery, with the member. Payments made to partners to assist in promoting our service on their platforms are expensed as 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. |
Equity and Share-Based Compensa
Equity and Share-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity and Share-Based Compensation | 3. Equity and Share-Based Compensation In June 2019, we issued 404,891 shares of Class A common stock as part of the consideration for an acquisition of a complementary streaming platform focused on Alternative Healing. If the acquired platform maintains profitability and achieves a specific subscriber growth threshold as of June 30, 2020, we may issue up to 139,665 additional shares of Class A common stock as additional consideration . We also issued 79,941 shares of Class A common stock as part of the consideration to acquire over 450 titles of original content that has been integrated into our Alternative Healing channel. During the first three months of 2020 and 2019, we recognized approximately $465,000 and $594,000, 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 condensed consolidated statements of operations. During the first three months of 2020, 24,000 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets There were no changes in goodwill for the period from December 31, 2019 through March 31, 2020. The following table represents our other intangible assets by major asset class as of the dates indicated, which are included in Investments and Other Assets on the accompanying condensed consolidated balance sheet: March 31, December 31, (in thousands) 2020 2019 Amortizable Intangible Assets Customer related Gross carrying amount $ 550 $ 550 Accumulated amortization (458 ) (321 ) $ 92 $ 229 Unamortized Intangible Assets Domain names $ 571 $ 571 The customer related intangible assets are being amortized on a straight-line basis over 12 months. Amortization expense was $138,000 for the three months ended March 31, 2020. Amortization expense for the remainder of 2020 is expected to be $92,000. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt On April 26, 2019, we replaced the line of credit of our wholly owned subsidiary Boulder Road LLC with a $17.0 million mortgage with BDS III Mortgage Capital B LLC, as lender. The mortgage bears interest at a fixed spread over LIBOR, matures on May 1, 2022, with a two year extension option, is secured by our corporate campus and is guaranteed by Gaia with no recourse against other assets. The current interest rate is 5.78%. Boulder Road’s financial statements are included within our consolidated financial statements; however, as long as the mortgage is outstanding, Boulder Road’s assets and credit are only available to pay its own debts and obligations and are not available to satisfy the debts or obligations of any other entity. In June 2019, one of our wholly owned subsidiaries issued a $1.45 million secured convertible promissory note as part of the consideration for the platform acquisition discussed in Note 3. This note is secured by the assets acquired by the subsidiary, bears interest at 2% per annum and is due and payable on January 2, 2021. The promissory note is convertible into 208,589 shares of Class A common stock at the election of the holder at any time prior to maturity. No payments are due prior to maturity. The balance due on this note is included in accounts payable, accrued and other liabilities on the accompanying condensed consolidated balance sheet as of March 31, 2020 as the maturity is within 12 months. Also in June 2019, one of our wholly owned subsidiaries issued a $300,000 secured convertible promissory note as part of the consideration for the acquisition of a library of original content discussed in Note 3. This note is secured by the library acquired by the subsidiary, bears interest at 2% per annum and is due and payable on January 2, 2021. The promissory note is convertible into 41,145 shares of Class A common stock at the election of the holder at any time prior to maturity. No payments are due prior to maturity. The balance due on this note is included in accounts payable, accrued and other liabilities on the accompanying condensed consolidated balance sheet as of March 31, 2020 as the maturity is within 12 months. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 6. 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 shares of common stock underlying stock options, restricted stock units and convertible notes payable, to the extent dilutive. Basic and diluted net loss per share were the same for the three months ended March 31, 2020 and 2019, respectively, as the inclusion of all underlying common shares would have been anti-dilutive. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Our provision for income taxes is comprised of the following: For the Three Months Ended March 31, (in thousands) 2020 2019 Current: Federal $ — $ — State — — Total current — — Deferred: Federal 69 — State — — Total deferred 69 — Total income tax expense $ 69 $ — The income tax expense recorded in 2020 is a result of the amortization of goodwill over 15 years for tax purposes. 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 through 2020, we have a full valuation allowance on our deferred tax assets. As of March 31, 2020, our net operating loss carryforwards on a gross basis were $105.3 million and $28.4 million for federal and state, respectively. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 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 March 31, 2020 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 Opera_2
Organization, Nature of Operations, and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 Policies | Recently Adopted Accounting Policies In March 2019, the FASB issued ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets by Major Asset Class | The following table represents our other intangible assets by major asset class as of the dates indicated, which are included in Investments and Other Assets on the accompanying condensed consolidated balance sheet: March 31, December 31, (in thousands) 2020 2019 Amortizable Intangible Assets Customer related Gross carrying amount $ 550 $ 550 Accumulated amortization (458 ) (321 ) $ 92 $ 229 Unamortized Intangible Assets Domain names $ 571 $ 571 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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) 2020 2019 Current: Federal $ — $ — State — — Total current — — Deferred: Federal 69 — State — — Total deferred 69 — Total income tax expense $ 69 $ — |
Organization, Nature of Opera_3
Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020TitleChannel | |
Organization Nature Of Operations And Principles Of Consolidation [Line Items] | |
Number of titles available in digital content library | Title | 8,000 |
Number of channels | Channel | 4 |
Minimum [Member] | |
Organization Nature Of Operations And Principles Of Consolidation [Line Items] | |
Percentage of digital streaming exclusively available for subscribers | 90.00% |
Percentage of produced and owned content views | 80.00% |
Equity and Share-Based Compen_2
Equity and Share-Based Compensation - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2019Titleshares | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ | $ 465,000 | $ 594,000 | |
Options exercised during period | 24,000 | 0 | |
Proceeds from stock options exercised | $ | $ 120,000 | ||
Original Content Acquisition [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of titles of original content acquired to be integrated | Title | 450 | ||
Class A Common Stock [Member] | Complementary Streaming Platform [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock as consideration for acquisition | 404,891 | ||
Class A Common Stock [Member] | Complementary Streaming Platform [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional number of shares to be issued as consideration | 139,665 | ||
Class A Common Stock [Member] | Original Content Acquisition [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock as consideration for acquisition | 79,941 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Line Items] | |
Changes in goodwill | $ 0 |
Customer Related Intangible Assets [Member] | |
Goodwill [Line Items] | |
Intangible assets, useful life | 12 months |
Intangible assets, amortization method | straight-line basis |
Intangible assets, amortization expense | $ 138,000 |
Intangible assets, amortization expense for remainder of 2020 | $ 92,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets by Major Asset Class (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Customer Related Intangible Assets [Member] | ||
Intangible Assets Other Than Goodwill [Line Item] | ||
Amortizable Intangible Assets, Gross carrying amount | $ 550 | $ 550 |
Amortizable Intangible Assets, Accumulated amortization | (458) | (321) |
Amortizable Intangible Assets, Net | 92 | 229 |
Domain Names [Member] | ||
Intangible Assets Other Than Goodwill [Line Item] | ||
Unamortized Intangible Assets | $ 571 | $ 571 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Apr. 26, 2019USD ($) | Jun. 30, 2019USD ($)shares |
Secured Convertible Promissory Note [Member] | Complementary Streaming Platform Acquisition [Member] | ||
Debt Conversion [Line Items] | ||
Debt instrument, face amount | $ 1,450,000 | |
Debt instrument, interest rate | 2.00% | |
Debt instrument, maturity date | Jan. 2, 2021 | |
Debt instrument payments due on maturity date | $ 0 | |
Secured Convertible Promissory Note [Member] | Complementary Streaming Platform Acquisition [Member] | Class A Common Stock [Member] | ||
Debt Conversion [Line Items] | ||
Debt instrument, convertible, number of shares | shares | 208,589 | |
Secured Convertible Promissory Note [Member] | Original Content Acquisition [Member] | ||
Debt Conversion [Line Items] | ||
Debt instrument, face amount | $ 300,000 | |
Debt instrument, interest rate | 2.00% | |
Debt instrument, maturity date | Jan. 2, 2021 | |
Debt instrument payments due on maturity date | $ 0 | |
Secured Convertible Promissory Note [Member] | Original Content Acquisition [Member] | Class A Common Stock [Member] | ||
Debt Conversion [Line Items] | ||
Debt instrument, convertible, number of shares | shares | 41,145 | |
Boulder Road LLC [Member] | BDS III Mortgage Capital B LLC [Member] | Mortgage [Member] | ||
Debt Conversion [Line Items] | ||
Borrowings converted, amount | $ 17,000,000 | |
Borrowings converted, maturity date | May 1, 2022 | |
Borrowings converted, extension term | 2 years | |
Borrowings converted, interest rate | 5.78% |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Deferred: | |
Federal | $ 69 |
Total deferred | 69 |
Total income tax expense | $ 69 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Income Taxes [Line Items] | |
Goodwill useful life for income tax purposes | 15 years |
Federal [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 105.3 |
State [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 28.4 |