Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GAIA | ||
Entity Registrant Name | GAIA, INC | ||
Entity Central Index Key | 0001089872 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
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, $0.0001 Par Value | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | CO | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 135,880,000 | ||
Documents Incorporated by Reference | Part III incorporates by reference certain portions of the definitive proxy statement for the registrant’s 2022 Annual Meeting of Shareholders to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K. | ||
Auditor Firm ID | 32 | ||
Auditor Name | ArmaninoLLP | ||
Auditor Location | Dallas, Texas | ||
Plante Moran, PLLC [Member] | |||
Document Information [Line Items] | |||
Auditor Firm ID | 166 | ||
Auditor Name | Plante Moran, PLLC | ||
Auditor Location | Denver, Colorado | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,052,782 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,400,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 10,269 | $ 12,605 |
Accounts receivable | 2,728 | 2,024 |
Prepaid expenses and other current assets | 1,986 | 1,746 |
Total current assets | 14,983 | 16,375 |
Media library, software and equipment, net | 50,558 | 39,231 |
Right-of-use lease asset, net | 7,871 | 8,622 |
Real estate, investment and other assets, net | 31,394 | 28,500 |
Goodwill | 28,870 | 17,289 |
Total assets | 133,676 | 110,017 |
Current liabilities: | ||
Accounts payable, accrued and other liabilities | 14,962 | 8,947 |
Deferred revenue | 14,847 | 12,376 |
Total current liabilities | 29,809 | 21,323 |
Long-term mortgage, net | 6,109 | 6,250 |
Long-term lease liability | 7,234 | 7,952 |
Deferred taxes | 309 | 257 |
Total liabilities | 43,461 | 35,782 |
Gaia, Inc. shareholders’ equity: | ||
Additional paid-in capital | 162,316 | 150,067 |
Accumulated deficit | (72,103) | (75,834) |
Total shareholders' equity | 90,215 | 74,235 |
Total liabilities and shareholders' equity | 133,676 | 110,017 |
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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 15,061,337 | 13,782,951 |
Common stock, shares outstanding | 15,061,337 | 13,782,951 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues, net | $ 79,573 | $ 66,827 |
Cost of revenues | 10,526 | 8,651 |
Gross profit | 69,047 | 58,176 |
Expenses: | ||
Selling and operating | 60,577 | 56,937 |
Corporate, general and administration | 6,125 | 5,867 |
Acquisition costs | 360 | |
Total operating expenses | 67,062 | 62,804 |
Income (loss) from operations | 1,985 | (4,628) |
Interest and other income (expense), net | (265) | 5,327 |
Income before income taxes | 1,720 | 699 |
Provision for (benefit from) income taxes | (2,011) | 180 |
Net income | $ 3,731 | $ 519 |
Earnings per share: | ||
Basic | $ 0.19 | $ 0.03 |
Diluted | $ 0.19 | $ 0.03 |
Weighted-average shares outstanding: | ||
Basic | 19,307 | 18,921 |
Diluted | 19,834 | 19,305 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Accumulated Deficit | Common Stock | Additional Paid-in Capital |
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, employee stock purchase plan, stock option exercises and share-based compensation (in shares) | 335,712 | |||
Net income (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 | |||
Beginning balance at Dec. 31, 2019 | 68,914 | (76,353) | $ 2 | 145,265 |
Beginning balance (in shares) at Dec. 31, 2019 | 18,423,231 | |||
Share-based compensation | 2,338 | |||
Net income (loss) | 519 | |||
Ending balance at Dec. 31, 2020 | 74,235 | (75,834) | $ 2 | 150,067 |
Ending balance (in shares) at Dec. 31, 2020 | 19,182,951 | |||
Beginning balance at Mar. 31, 2020 | 65,919 | (79,933) | $ 2 | 145,850 |
Beginning balance (in shares) at Mar. 31, 2020 | 18,758,943 | |||
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation | 410 | 410 | ||
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation (in shares) | 26,920 | |||
Issuance of Gaia, Inc. common stock for note conversion and business combination | 2,929 | 2,929 | ||
Issuance of Gaia, Inc. common stock for note conversion and business combination (in shares) | 386,887 | |||
Net income (loss) | (2,525) | (2,525) | ||
Ending balance at Jun. 30, 2020 | 66,733 | (82,458) | $ 2 | 149,189 |
Ending balance (in shares) at Jun. 30, 2020 | 19,172,750 | |||
Issuance of Gaia, Inc. common stock for employee stock purchase plan and share-based compensation | 404 | 404 | ||
Issuance of Gaia, Inc. common stock for employee stock purchase plan and share-based compensation (in shares) | 10,201 | |||
Net income (loss) | 6,314 | 6,314 | ||
Ending balance at Sep. 30, 2020 | 73,451 | (76,144) | $ 2 | 149,593 |
Ending balance (in shares) at Sep. 30, 2020 | 19,182,951 | |||
Share-based compensation | 474 | 474 | ||
Net income (loss) | 310 | 310 | ||
Ending balance at Dec. 31, 2020 | 74,235 | (75,834) | $ 2 | 150,067 |
Ending balance (in shares) at Dec. 31, 2020 | 19,182,951 | |||
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation | 684 | 684 | ||
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation (in shares) | 17,895 | |||
Net income (loss) | 358 | 358 | ||
Ending balance at Mar. 31, 2021 | 75,277 | (75,476) | $ 2 | 150,751 |
Ending balance (in shares) at Mar. 31, 2021 | 19,200,846 | |||
Beginning balance at Dec. 31, 2020 | 74,235 | (75,834) | $ 2 | 150,067 |
Beginning balance (in shares) at Dec. 31, 2020 | 19,182,951 | |||
Share-based compensation | 1,710 | |||
Net income (loss) | 3,731 | |||
Ending balance at Dec. 31, 2021 | 90,215 | (72,103) | $ 2 | 162,316 |
Ending balance (in shares) at Dec. 31, 2021 | 20,461,337 | |||
Beginning balance at Mar. 31, 2021 | 75,277 | (75,476) | $ 2 | 150,751 |
Beginning balance (in shares) at Mar. 31, 2021 | 19,200,846 | |||
Issuance of Gaia, Inc. common stock for RSU releases, stock option exercises and share-based compensation | 771 | 771 | ||
Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, stock option exercises and share-based compensation (in shares) | 117,141 | |||
Net income (loss) | 643 | 643 | ||
Ending balance at Jun. 30, 2021 | 76,691 | (74,833) | $ 2 | 151,522 |
Ending balance (in shares) at Jun. 30, 2021 | 19,317,987 | |||
Share-based compensation | 533 | 533 | ||
Net income (loss) | 647 | 647 | ||
Ending balance at Sep. 30, 2021 | 77,871 | (74,186) | $ 2 | 152,055 |
Ending balance (in shares) at Sep. 30, 2021 | 19,317,987 | |||
Issuance of Gaia, Inc. common stock for business combination | 9,724 | 9,724 | ||
Issuance of Gaia, Inc. common stock for business combination (in shares) | 1,134,613 | |||
Issuance of Gaia, Inc. common stock for employee stock purchase plan and share-based compensation | 537 | 537 | ||
Issuance of Gaia, Inc. common stock for employee stock purchase plan and share-based compensation (in shares) | 8,737 | |||
Net income (loss) | 2,083 | 2,083 | ||
Ending balance at Dec. 31, 2021 | $ 90,215 | $ (72,103) | $ 2 | $ 162,316 |
Ending balance (in shares) at Dec. 31, 2021 | 20,461,337 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net income (loss) | $ 3,731 | $ 519 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 13,145 | 12,042 |
Share-based compensation | 1,710 | 2,338 |
Provision for (benefit from) income taxes | (2,011) | 180 |
Gain on sale of real estate | (6,125) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (682) | 130 |
Prepaid expenses and other assets | 8 | 601 |
Accounts payable and accrued liabilities | 4,192 | (2,386) |
Deferred revenue | 774 | 4,351 |
Net cash provided by operating activities | 20,867 | 11,650 |
Investing activities: | ||
Acquisitions, net of cash acquired, and purchase of intangible assets | (6,518) | |
Proceeds from sale of real estate | 13,150 | |
Additions to media library, software and equipment and other assets | (17,340) | (13,326) |
Net cash used in investing activities | (23,858) | (176) |
Financing activities: | ||
Proceeds from issuance of mortgage, net of issuance costs | 10,388 | |
Proceeds from the issuance of common stock | 815 | 249 |
Repayments of debt | (160) | (21,000) |
Net cash provided by (used in) financing activities | 655 | (10,363) |
Net increase (decrease) in cash | (2,336) | 1,111 |
Cash at beginning of year | 12,605 | 11,494 |
Cash at end of year | 10,269 | 12,605 |
Supplemental cash flow information | ||
Interest paid | 1,144 | 732 |
Income taxes paid | 129 | 129 |
Value of shares issued for acquisition and business combination | $ 9,724 | $ 2,929 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Nature of Operations, and Principles of Consolidation | 1. Organization, Nature of Operations, and Principles of Consolidation Gaia, Inc. operates a global digital video subscription service and on-line community that caters to a unique and underserved member base. Our digital content is available to our members on most internet-connected devices anytime, anywhere commercial free. Through our online Gaia subscription service, our members have unlimited access to a vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, and more – exclusively available to our members for digital streaming. A subscription also allows our members to download and view files from our library without being actively connected to the internet. We were incorporated under the laws of the State of Colorado on July 7, 1988. In December 2021, we completed our acquisition of Yoga International, Inc. (“Yoga International”) as discussed further in Note 4. The acquisition of Yoga International has expanded our offerings to include a stand-alone subscription yoga service and expanded our content offering with over 4,000 hours of unique content tailored to yoga consumers interested in the philosophy and lifestyle of yoga. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, and they include our accounts and those of our subsidiaries, over which we exercise control. Intercompany transactions and balances have been eliminated. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Cash Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars. We consider investments in financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. We also classify amounts in transit from payment processors for member credit card and debit card transactions as cash. Accounts Receivable Accounts receivable consists primarily of amounts due from partners who have the billing relationship with the member and collect subscription fees on our behalf. We evaluate the need for an allowance for doubtful accounts based on historical collection trends, the financial condition of the partners and other factors as appropriate and determined no allowance was needed at December 31, 2021 and 2020. Property and Equipment We state property and equipment at cost less accumulated depreciation and amortization. Property and equipment are included in Media library, software and equipment in the accompanying consolidated balance sheets. We include in property and equipment the cost of internal-use software, including software used in connection with our websites. We expense all costs related to the development of internal-use software other than those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them over the estimated useful life of the software, which is typically three years. We compute depreciation of property and equipment on the straight-line method over estimated useful lives, generally 3 to 45 years. We amortize building improvements over the shorter of the estimated useful lives of the assets or remaining life of the building. Depreciation expense is included in selling and operating expense, and corporate, general and administration expense in the accompanying consolidated statements of operations. Media Library Media library represents the lower of unamortized cost or net realizable value of capitalized costs to produce our proprietary media content, rights obtained through license arrangements and digital media content acquired through asset purchases or business combinations. We amortize our media library in cost of revenues on a straight-line basis over the shorter of the license period or the estimated useful life of the titles, which typically ranges from 12 to 90 months. The amortization period begins with the first month of availability on our service. Our media library is reviewed at the film group level for impairment when an event or change in circumstances indicates that the carrying amount may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the film group to estimated undiscounted future cash flows expected to be generated by the film group. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value exceeds the fair value. Goodwill Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. We have only one reporting unit; therefore, goodwill is assessed at the enterprise level. We review goodwill for impairment annually on December 31 or more frequently if indicators of impairment are identified. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of goodwill is less than its carrying amount. If it is determined that the estimated fair value of goodwill is more likely than not greater than the carrying amount of goodwill, then an impairment test is unnecessary. If it is determined that an impairment test is necessary, then we compare the estimated fair value of goodwill with its carrying amount. If the estimated fair value of goodwill exceeds its carrying amount, we consider the goodwill not impaired. If the carrying amount of goodwill exceeds its estimated fair value, we will record an impairment loss for the difference. We use either a comparable market approach or a traditional present value method to test for potential impairment. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. During 2021 and 2020, no impairment of goodwill was indicated. Long-Lived Assets We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. During 2021 and 2020, no impairment of long-lived assets was recognized. Income Taxes We provide for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not. 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 revenues consist of subscription fees collected from members that have not been earned and are 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 to 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. Business Combinations Gaia recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement. The authoritative guidance allows a measurement period of up to one year from the date of acquisition to make adjustments to the preliminary allocation of the purchase price. As a result, during the measurement period we may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon conclusion of the measurement period or final determination of the values of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the consolidated statement of operations. Marketing Marketing costs consist primarily of advertising expenses, which include promotional activities such as online advertising and public relations expenditures. Advertising costs are expensed as incurred and included in selling and operating expense in the accompanying consolidated statements of operations. During 2021 and 2020, we expensed marketing and advertising costs of $31.3 million and $31.2 million, respectively. Share-Based Compensation We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time-based awards over the service period. Since 2019, we have only granted restricted stock units, for which we utilize the intrinsic valuation model to estimate fair value. Segment Information Gaia’s Chief Executive Officer is the chief operating decision maker, who reviews Gaia’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, we have determined that we operate in a single reporting segment. Defined Contribution Plan We have adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. The 401(k) plan permits, but does not require, us to make additional matching contributions to the 401(k) plan on behalf of all participants in the 401(k) plan. We match 50% of an employee’s contribution, up to an annual maximum matching contribution of $3,000. We made matching contributions to the 401(k) plan of $0.3 million and $0.3 million in each of the years ended December 31, 2021 and 2020, respectively. Fair Value Measurements Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The carrying amounts of our cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Leases As discussed in Note 8, we entered into an operating lease in connection with the sale of a portion of our corporate campus. We record the right to use the underlying asset for the operating lease term as an asset and our obligation to make lease payments as a liability. Leases with an initial term of 12 months or less are not recognized on the balance sheet and the expense for these short-term leases are recognized on a straight-line basis over the lease term. Variable lease payments are not included in the lease payments used to measure the lease liability and are expensed as incurred. Earnings Per Share Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted earnings per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method. Investments Investments in unconsolidated subsidiaries, joint ventures, and other investees in which we have an interest of 20 to 50 percent and can exercise significant influence are accounted for using the equity method. Under this method of accounting, we record our proportionate share of the net earnings or losses of the equity method investee and a corresponding increase or decrease to the investment balance. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Our investment is carried at fair value, but we have used the practical expedient guidance to record at cost, with adjustments for other-than-temporary declines in fair value as applicable. We evaluate our investment for impairment annually and when factors indicate that a significant decrease in value has occurred. Variables considered in making such assessments may include near-term prospects of the investees and the investees’ capital structure, as well as other economic variables which reflect assumptions market participants may use in pricing these assets. If an investment is deemed to have experienced an other-than-temporary decline below its carrying value basis, we reduce the carrying amount of the investment to its quoted or estimated fair value, as applicable, and establish a new carrying value for the investment. We did not record any impairment charges on our investments during the years 2021 or 2020. 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 consolidated 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. Accounting Pronouncements Implemented in 2021 In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) With the exception of the new standard s discussed above, no other new accounting pronouncements have significance, or potential significance, to our reported financial position or results of operations. |
Media Library, Software and Equ
Media Library, Software and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Media Library, Software and Equipment | 3. Media Library, Software and Equipment Media library, software and equipment stated at lower of cost or net realizable value, consists of the following as of December 31: (in thousands) 2021 2020 Website development and other software $ 17,639 $ 15,614 Studio, computer and telephone equipment 2,060 1,826 Media library: Acquired media 9,989 2,280 Licensed media 5,874 4,995 Produced media 41,701 34,773 Produced media in progress 2,893 2,983 80,156 62,471 Accumulated depreciation and amortization (29,598 ) (23,240 ) $ 50,558 $ 39,231 As described in Note 2, amortization is over typically 12-90 months commencing with the month the content is available on our site and is included in cost of revenues on the accompanying consolidated statements of operations. Amortization expense for our media library was $6.5 million and $5.6 million during 2021 and 2020, respectively. Future depreciation and amortization consist of the following: (in thousands) Acquired media Licensed media Produced media Website development and other software Studio, computer and telephone equipment Total 2022 $ 1,332 $ 1,044 $ 5,706 $ 4,481 $ 710 $ 13,273 2023 1,332 765 5,459 2,597 669 10,822 2024 1,332 625 5,098 850 529 8,434 2025 1,214 444 4,471 — 80 6,209 2026 1,175 262 3,579 — 34 5,050 Thereafter 2,528 225 4,017 — — 6,770 $ 8,913 $ 3,365 $ 28,330 $ 7,928 $ 2,022 $ 50,558 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 4. Business Combinations On December 22, 2021, Gaia, entered into and completed its acquisition of Yoga International pursuant to an Agreement and Plan of Merger (“Merger Agreement”). At closing all of the issued and outstanding shares of Yoga International preferred and common stock were converted into the right to receive an aggregate of $9.1 million in cash plus a total of 1,134,613 shares of Gaia Class A common stock. The initial cash consideration was reduced by $1.5 million to offset Yoga International’s working capital shortfall at closing pursuant to the terms of the Merger Agreement. The determination of the number of shares issued pursuant to the Merger Agreement was based on the ten-day volume weighted average price of Gaia Class A common stock as listed on the Nasdaq Global Market during the ten trading-day period ending on December 16, 2021 (the third trading day before the last business day prior to the date of the Merger Agreement). Half of the shares of Gaia Class A common stock issued are subject to a six-month holdback arrangement and the other half are subject to a holdback until January 1, 2023. Included in the aggregate cash consideration was $1.0 million of deferred cash consideration that is due and payable on March 1, 2022 subject to certain adjustments related to closing liabilities. We expect to pay $0.9 million of this deferred cash consideration and retain the remainder to offset identified closing liabilities in accordance with the terms of the Merger Agreement. These adjustments have been factored into the purchase price summarized below. The acquisition expanded Gaia’s content library by 4,000 hours of content and also added a stand-alone digital yoga subscription service to Gaia’s offerings. With the acquisition, Gaia now has a subscription offering tailored to the unique needs of consumers focused on the lifestyle and philosophy of yoga. The acquisition was accounted for as a business combination and the total preliminary purchase price of $17.2 million was allocated to the net tangible and intangible assets and liabilities based on their preliminary fair values on the acquisition date with the excess recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on their estimated fair values calculated using data that were available on the acquisition date. As of December 31, 2021, the items that may affect our preliminary purchase price determination relate to any and all contingencies, including income and other taxes. At the time such contingencies may arise within the measurement period of 12 months from the acquisition closing date, it may result in adjustments to liability balances and goodwill. The purchase price components are summarized in the following table: (in thousands) Total Fair value of Class A common stock transferred $ 9,724 Cash consideration 7,473 Total purchase price, as adjusted $ 17,197 The following table presents the preliminary purchase price allocation, as adjusted, recorded in Gaia’s consolidated balance sheet as of December 31, 2021: (in thousands) Total Cash $ 829 Accounts receivable 21 Prepaid expenses and other current assets 248 Media library, software and equipment 47 Intangible assets 9,240 Goodwill 11,581 Accounts payable and other liabilities (993 ) Deferred tax liability for acquired intangible assets (2,079 ) Deferred revenue (1,697 ) Total purchase price $ 17,197 Identifiable intangible assets are comprised of the following: (in thousands) Total Estimated Life (months) Customer relationships $ 2,000 48 Content library 6,970 90 Tradenames 270 48 Total intangible assets acquired $ 9,240 Customer relationships consists of the estimated value of future cash flows from current Yoga International members. These relationships are on a month-to-month basis for monthly plans and on an annual basis for annual plans. Content library consists of the fair value of approximately 4,000 hours of original content acquired. Tradenames represent the value of the Yoga International brand. Goodwill generated from this acquisition primarily represents the value that is expected from the increased scale and synergies as a result of the integration of both businesses. Goodwill is not deductible for tax purposes. The estimated fair value of the intangible assets acquired was determined by Gaia. We engaged a third‑party expert to assist with the valuation analysis. The Company used a multi period excess earnings method to value customer relationships, a cost approach to value the content library and a relief from royalty method to value tradenames. The net tangible assets were valued at their respective carrying amounts as of the acquisition date, as we believe that these amounts approximate their current fair values. The acquired entity's results of operations were included in the Company's consolidated financial statements from the date of acquisition, December 22, 2021. For the period from acquisition until December 31, 2021, Yoga International contributed net operating revenue of $0.3 million and a net loss of $32 thousand, which is reflected in the accompanying consolidated statement of operations. During the year ended December 31, 2021, Gaia incurred costs related to this acquisition of $0.4 million that are included in acquisition costs in the accompanying consolidated statement of operations. The following unaudited pro forma condensed combined financial information gives effect to the acquisition of Yoga International as if it was consummated on January 1, 2020 (the beginning of the comparable prior reporting period), and includes pro forma adjustments related to the amortization of acquired intangible assets and direct and incremental transaction costs reflected in the historical financial statements. Specifically, the following adjustments were made: • For the year ended December 31, 2021, Gaia and Yoga International’s direct and incremental transaction costs of $0.4 million and $0.7 million, respectively, are adjusted for the combined entity as though the transaction costs were incurred during 2020, the beginning of the comparable prior period. • For the year ended December 31, 2021, Yoga International’s amortization expense was reduced by $15 thousand and for the year ended December 31, 2020 it was increased by $0.2 million, to reflect the amortization of intangible assets as though the transaction had occurred at the beginning of the comparable prior period. This unaudited data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2020. It should not be taken as representative of future results of operations of the combined company. The following table presents the unaudited pro forma condensed combined financial information: For the Years Ended December 31, (in thousands) 2021 2020 Revenues $ 89,488 $ 77,414 Net income (loss) 4,569 (463 ) |
Investment, Real Estate and Oth
Investment, Real Estate and Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Investment Real Estate And Other Assets [Abstract] | |
Investment, Real Estate and Other Assets | 5. Investment, Real Estate and Other Assets We sold a 50% undivided interest in a portion of our corporate campus on September 9, 2020 as further discussed in Note 9. As of December 31, 2020, we reported the retained interest as investment in real estate and reclassified our real estate to investment, real estate and other assets on our accompanying consolidated balance sheets. In 2016, we purchased 10% of the outstanding common stock and associated voting rights of a privately held Colorado corporation for $10.0 million. We are accounting for this investment at fair value, but have utilized the practical expedient guidance to record at cost. As part of our initial investment, we have the right, but not the obligation, to purchase additional shares. If we elect not to utilize our right to purchase additional shares or transfer these rights to another party by certain deadlines, we may be required to surrender and forfeit our existing stock ownership. Investment, real estate and other assets consist of the following as of December 31: (in thousands) 2021 2020 Corporate campus, net $ 12,747 $ 13,117 Studio building, net 2,164 2,524 Investment, recorded at cost 10,000 10,000 Other assets 3,662 2,288 Other intangible assets, net 2,821 571 $ 31,394 $ 28,500 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets The following table sets forth changes in goodwill: (in thousands) Balance at December 31, 2020 $ 17,289 Additions 11,581 Balance at December 31, 2021 $ 28,870 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 consolidated balance sheet as of December 31: (in thousands) 2021 2020 Amortizable Intangible Assets Customer relationships $ 2,000 $ — Tradenames 270 — Accumulated amortization (12 ) — $ 2,258 $ — Unamortized Intangible Assets Domain names $ 563 $ 571 The customer related intangible assets were amortized on a straight-line basis over 12 months. Amortization expense was $12 thousand and $0.2 million for 2021 and 2020, respectively. Future amortization of our amortizable intangible assets as of December 31, 2021 is expected to be as follows: (in thousands) 2022 $ 568 2023 568 2024 568 2025 554 $ 2,258 |
Accounts Payable, Accrued and O
Accounts Payable, Accrued and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accounts Payable, Accrued and Other Liabilities | 7. Accounts Payable, Accrued and Other Liabilities Accounts payable, accrued and other liabilities consist of the following as of December 31: (in thousands) 2021 2020 Accounts payable $ 9,079 $ 4,832 Accrued compensation 2,005 1,783 Current portion of lease liability 718 691 Current portion of mortgage 142 138 Deferred cash purchase consideration 866 — Accrued expenses 2,152 1,503 $ 14,962 $ 8,947 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 8. Leases In connection with the sale of a portion of our corporate campus as further discussed in Note 9, we leased the property pursuant to a master lease for a term extending through September 30, 2030, with two five-year 8.8 million Because the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate to determine the present value of lease payments. Information related to our right-of-use asset and related lease liability were as follows: December 31, December 31, (in thousands) Balance Sheet Classification 2021 2020 Right-of-use asset Right-of-use lease asset, net $ 7,871 $ 8,622 Operating lease liability (current) Accounts payable, accrued and other liabilities $ 718 $ 691 Operating lease liability (non-current) Long-term lease liability 7,234 7,952 $ 7,952 $ 8,643 For the Year Ended December 31, (in thousands 2021 2020 Cash paid for operating lease liabilities $ 1,001 $ 321 Right-of-use asset obtained in exchange for operating lease obligation — 8,841 Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of December 31, 2021 is expected to be as follows: (in thousands) 2022 $ 1,001 2023 1,001 2024 1,008 2025 1,035 2026 1,064 Thereafter 4,253 Future lease payments, gross 9,362 Less: Imputed interest (1,410 ) Operating lease liability $ 7,952 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt On September 9, 2020, Boulder Road sold a 50% undivided interest in a portion of our corporate campus to Westside Boulder, LLC (“Westside”). Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities. Boulder Road received consideration of $13.15 million in the transaction. Simultaneously with the closing of the sale, Boulder Road used the sale proceeds, along with the proceeds of a $4 million loan to Gaia from an affiliate of Westside, to repay all outstanding amounts secured by the mortgage. The $4 million promissory note, which bore the same interest as the retired mortgage at 5.75% per annum, was repaid and cancelled on December 29, 2020 as discussed further below. We recorded a gain on the sale of $6.1 million, which is included in Interest and other income (expense), net on the accompanying consolidated statements of operations. On December 28, 2020, Boulder Road and Westside entered into a loan agreement with Great Western Bank, as lender, providing for a mortgage loan in the principal amount of $13 million. The mortgage bears interest at a fixed rate of 3.75% per annum, matures on December 28, 2025, is secured by a deed of trust on our corporate campus, a portion of which is owned by Boulder Road and Westside as tenants-in-common and the remainder of which is owned by Boulder Road. Westside and Boulder Road each received 50% of the loan proceeds and are each responsible for 50% of the monthly installments. Gaia guaranteed payment of the mortgage. The mortgage is subject to certain financial covenants related to the underlying property. Maturities on long-term debt, net are as follows: (in thousands) 2022 144 2023 150 2024 156 2025 5,801 $ 6,251 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 10. 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 December 31, 2021 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. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted earnings per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period (“Common stock equivalents”). Common stock equivalents consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method. The computation of earnings per share is as follows: For the Year Ended December 31, (in thousands, except per share data) 2021 2020 Diluted earnings per share: Net income $ 3,731 $ 519 Shares used in computation: Weighted-average common stock outstanding 19,307 18,921 Common stock equivalents 527 384 Weighted-average number of shares 19,834 19,305 Diluted earnings per share $ 0.19 $ 0.03 Employee stock options with exercise prices greater than the average market price of the common stock were excluded from the diluted calculation as their inclusion would have been anti-dilutive. The following table summarizes the potential share of common stock excluded from the diluted calculation: For the Year Ended December 31, (in thousands) 2021 2020 Employee stock options and restricted stock units 15 14 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Shareholders’ Equity | 12. Shareholders’ Equity Our common stock has two classes, Class A and Class B. Each holder of our Class A common stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders. Each holder of our Class B common stock is entitled to ten votes on all matters submitted to a vote of shareholders. There are no cumulative voting rights. All holders of our Class A common stock and our Class B common stock vote as a single class on all matters that are submitted to the shareholders for a vote, except as provided by law or as set forth in our charter. Shareholders may consent to an action in writing and without a meeting under certain circumstances. Jirka Rysavy, our chairman and CEO, holds 100% of our 5,400,000 outstanding shares of Class B common stock and also owns 378,778 shares of Class A common stock. Consequently, our chairman holds approximately 79% of our voting stock and is able to exert substantial influence over and to control matters requiring approval by shareholders, including the election of directors, increasing our authorized capital stock, or a merger or sale of substantially all of our assets. As a result of Mr. Rysavy’s control of us, no change of control can occur without Mr. Rysavy’s consent. Our Class A common stock and our Class B common stock are entitled to receive dividends, if any, as may be declared by our board of directors out of legally available funds. In the event of a liquidation, dissolution or winding up of Gaia, our Class A common stock and our Class B common stock are entitled to share ratably in our assets remaining after the payment of all of our debts and other liabilities. Holders of our Class A common stock and our Class B common stock have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to our Class A common stock or our Class B common stock. Our Class B common stock may not be transferred unless converted into our Class A common stock, other than certain transfers to affiliates, a trust, family members, and charitable organizations. Shares of our Class B common stock are convertible one-for-one During 2021 and 2020, we issued shares of our Class A common stock as shown in the table below under our 2019 Long-Term Incentive Plan (the “2019 Plan”) and the 2009 Long-Term Incentive Plan (the “2009 Plan”). For the Years Ended December 31, 2021 2020 Shares issued to independent directors for vesting of restricted stock units issued for services rendered, in lieu of cash compensation 19,184 18,720 Shares issued to employees upon exercise of stock options, vesting of restricted stock units, and employee stock purchase program 116,393 354,113 In June 2020, we issued 139,617 shares of Class A common stock as additional consideration for an earnout related to an acquisition that was completed in June 2019 based on the acquired platform maintaining profitability and exceeding the upper threshold of a member growth target as of June 30, 2020. We relieved the $0.4 million liability that was recorded for this additional consideration when we issued the Class A common stock. In addition, during June 2020 we issued 247,270 shares of Class A common stock upon conversion of $1.75 million in secured convertible promissory notes issued as partial consideration for the acquisitions described above. As of December 31, 2021, we had the following Class A common shares reserved for future issuance: Conversion of Class B common stock 5,400,000 Reserved under the ESPP 254,644 Stock options outstanding under the 2009 Plan 229,196 Restricted stock units outstanding under the 2009 Plan 517,705 Restricted stock units outstanding under the 2019 Plan 480,937 Total shares reserved for future issuance 6,882,482 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 13. Share-Based Compensation The Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) became effective on April 29, 2019. The purpose of the ESPP is to provide eligible employees an opportunity to purchase shares of our Class A common stock over time through regular payroll deductions. The ESPP initially reserved and authorized the issuance of up to a total of 300,000 shares of our Class A common stock to participating employees, subject to certain adjustments. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each year beginning with 2020 in an amount equal to the number of shares issued under the ESPP in the prior year. No participant may purchase more than 1,000 shares of our Class A common stock during any offering period under the ESPP. In addition, under applicable tax rules, an employee may purchase no more than $25,000 worth of shares of our Class A common stock, valued at the start of the offering period, under the ESPP for each calendar year. On April 29, 2019, the 2019 Plan became effective. This replaced the 2009 Plan, which lost the authority to grant new options under the 2009 Plan on April 23, 2019. The purpose of the 2019 Plan is to advance the interests of our company and its shareholders by providing incentives to certain employees and other key individuals who perform services for us, including those who contribute significantly to the strategic and long-term performance objectives and growth of our company. No more than 1.8 million shares of our Class A common stock, subject to certain adjustments, may be issued under the 2019 Plan, and the 2019 Plan terminates no later than April 25, 2029. In 2015, we commenced issuing restricted stock units (RSUs). The RSUs entitle the recipient to receive one share of Class A common stock for each RSU upon vesting. The RSUs are issued with cliff vesting in five years for employees and one year for directors, provided that the recipient is still an employee or director of Gaia on such date. The RSUs will be automatically forfeited and of no further force and effect if the vesting conditions are not met. We use intrinsic value method for RSUs, which due to the nature of these awards, is typically market price of our common stock on the date of grant. No The table below presents a summary of activity under the 2009 Plan and the 2019 Plan, as of December 31, 2021, and changes during the year then ended: (in thousands, except share and per share amounts) Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2021 1,375,798 $ 7.87 Restricted stock unit grants 178,445 — Exercised options (90,000 ) 6.83 Restricted stock unit vesting (27,380 ) — Cancelled or forfeited restricted stock units (209,025 ) — Outstanding at December 31, 2021 1,227,838 $ 8.18 4.6 $ 10,523 Exercisable options at December 31, 2021 228,796 $ 8.18 4.6 $ 188 The table below presents our valuation data: (in thousands, except per share amounts) 2021 2020 Valuation Data: Weighted-average fair value (per share) $ 9.96 $ 10.55 Total stock-based compensation expense $ 1,710 $ 2,338 Total income tax impact on provision $ 1,299 $ 240 The table below presents our outstanding RSU’s by vest date: Vest Date RSU's March 31, 2022 313,823 April 30, 2022 18,112 January 1, 2023 8,196 March 31, 2024 195,686 March 31, 2026 462,825 998,642 We issue new shares upon the exercise of options and vesting of RSUs. We received approximately $0.6 million and $0.2 million in cash from stock options exercised during 2021 and 2020, respectively. The total intrinsic value of options exercised during 2021 and 2020 was $0.4 million and $13 thousand, respectively. The total fair value of options vested was $11 thousand and $24 thousand during 2021 and 2020, respectively. As of December 31, 2021, there was $5.2 million of unrecognized cost related to non-vested share-based compensation arrangements granted under the 2009 and 2019 Plans. We expect that cost to be recognized over a weighted-average period of 3.63 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes Our provision for income taxes is comprised of the following: For the Years Ended December 31, (in thousands) 2021 2020 Current: Federal $ — $ — State 16 129 Total current 16 129 Deferred: Federal (1,892 ) 47 State (135 ) 4 Total deferred (2,027 ) 51 Provision for (benefit from) income taxes $ (2,011 ) $ 180 Variations from the federal statutory rate are as follows: For the Years Ended December 31, (in thousands) 2021 2020 Expected federal income tax benefit at statutory rate of 21% in 2021 and 2020 $ 361 $ 147 Effect of permanent other differences 3 239 Effect of acquired intangible assets from business combination (2,079 ) — Return to provision adjustments 58 134 State income tax expense (benefit), net of federal benefit tax assets 30 10 Valuation allowance (384 ) (350 ) Provision for (benefit from) income taxes $ (2,011 ) $ 180 Deferred income taxes reflect net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net accumulated deferred income tax assets (liabilities) are as follows: As of December 31, (in thousands) 2021 2020 Deferred tax assets (liabilities): Stock-based compensation $ 1,299 $ 1,065 Depreciation and amortization (3,319 ) (1,111 ) Section 181 qualified production expense — (3,960 ) Net operating loss carryforward 16,427 20,791 Charitable carryforward 15 118 Right of use lease asset (1,771 ) — Long-term lease 1,628 — Other 446 417 Tax credits 300 276 Valuation allowance (15,334 ) (17,853 ) Total deferred tax liabilities, net of valuation allowance $ (309 ) $ (257 ) The source of income before income taxes are as follows: (in thousands) 2021 2020 Domestic $ 1,720 $ 699 Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. We determined that a valuation allowance against our deferred tax assets of $15.3 million and $17.9 million for 2021 and 2020, respectively, was necessary due to the cumulative loss incurred over a three-year period. We have federal and state net operating loss carryforwards of approximately $73.0 million and $19.7 million, respectively, of which $2.2 million in federal net operating losses expire after 2037. Net operating losses generated in 2018 and beyond do not expire. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to our subjective assumptions and judgments which can materially affect amounts recognized in our consolidated balance sheets and consolidated statements of operations. The result of our assessment of our uncertain tax positions did not have a material impact on our consolidated financial statements. Our federal and state tax returns for all years after 2015 are subject to future examination by tax authorities for all our tax jurisdictions. We recognize interest and penalties related to income tax matters in interest and other income (expense) and corporate, general and administrative expenses, respectively. |
Segment Information and Geograp
Segment Information and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information and Geographic Information | 15. Segment Information and Geographic Information As discussed in Note 2, our chief operating decision maker reviews operating results on a consolidated basis and we therefore have one reportable segment. Geographic Information We have members in the United States and over 185 foreign countries. The major geographic territories are the U.S., Canada and Australia based on the billing location of the member. The following represents geographical data for our operations: For the Years Ended December 31, (in thousands) 2021 2020 Revenue: United States $ 44,283 $ 40,687 International 35,290 26,140 $ 79,573 $ 66,827 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Cash | Cash Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars. We consider investments in financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. We also classify amounts in transit from payment processors for member credit card and debit card transactions as cash. |
Accounts Receivable | Accounts Receivable Accounts receivable consists primarily of amounts due from partners who have the billing relationship with the member and collect subscription fees on our behalf. We evaluate the need for an allowance for doubtful accounts based on historical collection trends, the financial condition of the partners and other factors as appropriate and determined no allowance was needed at December 31, 2021 and 2020. |
Property and Equipment | Property and Equipment We state property and equipment at cost less accumulated depreciation and amortization. Property and equipment are included in Media library, software and equipment in the accompanying consolidated balance sheets. We include in property and equipment the cost of internal-use software, including software used in connection with our websites. We expense all costs related to the development of internal-use software other than those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them over the estimated useful life of the software, which is typically three years. We compute depreciation of property and equipment on the straight-line method over estimated useful lives, generally 3 to 45 years. We amortize building improvements over the shorter of the estimated useful lives of the assets or remaining life of the building. Depreciation expense is included in selling and operating expense, and corporate, general and administration expense in the accompanying consolidated statements of operations. |
Media Library | Media Library Media library represents the lower of unamortized cost or net realizable value of capitalized costs to produce our proprietary media content, rights obtained through license arrangements and digital media content acquired through asset purchases or business combinations. We amortize our media library in cost of revenues on a straight-line basis over the shorter of the license period or the estimated useful life of the titles, which typically ranges from 12 to 90 months. The amortization period begins with the first month of availability on our service. Our media library is reviewed at the film group level for impairment when an event or change in circumstances indicates that the carrying amount may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the film group to estimated undiscounted future cash flows expected to be generated by the film group. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value exceeds the fair value. |
Goodwill | Goodwill Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. We have only one reporting unit; therefore, goodwill is assessed at the enterprise level. We review goodwill for impairment annually on December 31 or more frequently if indicators of impairment are identified. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of goodwill is less than its carrying amount. If it is determined that the estimated fair value of goodwill is more likely than not greater than the carrying amount of goodwill, then an impairment test is unnecessary. If it is determined that an impairment test is necessary, then we compare the estimated fair value of goodwill with its carrying amount. If the estimated fair value of goodwill exceeds its carrying amount, we consider the goodwill not impaired. If the carrying amount of goodwill exceeds its estimated fair value, we will record an impairment loss for the difference. We use either a comparable market approach or a traditional present value method to test for potential impairment. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. During 2021 and 2020, no impairment of goodwill was indicated. |
Long-Lived Assets | Long-Lived Assets We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. During 2021 and 2020, no impairment of long-lived assets was recognized. |
Income Taxes | Income Taxes We provide for income taxes pursuant to the liability method. The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not. |
Revenue Recognition | 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 revenues consist of subscription fees collected from members that have not been earned and are 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 to 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. |
Business Combinations | Business Combinations Gaia recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement. The authoritative guidance allows a measurement period of up to one year from the date of acquisition to make adjustments to the preliminary allocation of the purchase price. As a result, during the measurement period we may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon conclusion of the measurement period or final determination of the values of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the consolidated statement of operations. |
Marketing | Marketing Marketing costs consist primarily of advertising expenses, which include promotional activities such as online advertising and public relations expenditures. Advertising costs are expensed as incurred and included in selling and operating expense in the accompanying consolidated statements of operations. During 2021 and 2020, we expensed marketing and advertising costs of $31.3 million and $31.2 million, respectively. |
Share-Based Compensation | Share-Based Compensation We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time-based awards over the service period. Since 2019, we have only granted restricted stock units, for which we utilize the intrinsic valuation model to estimate fair value. |
Segment Information | Segment Information Gaia’s Chief Executive Officer is the chief operating decision maker, who reviews Gaia’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, we have determined that we operate in a single reporting segment. |
Defined Contribution Plan | Defined Contribution Plan We have adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. The 401(k) plan permits, but does not require, us to make additional matching contributions to the 401(k) plan on behalf of all participants in the 401(k) plan. We match 50% of an employee’s contribution, up to an annual maximum matching contribution of $3,000. We made matching contributions to the 401(k) plan of $0.3 million and $0.3 million in each of the years ended December 31, 2021 and 2020, respectively. |
Fair Value Measurements | Fair Value Measurements Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The carrying amounts of our cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. |
Leases | Leases As discussed in Note 8, we entered into an operating lease in connection with the sale of a portion of our corporate campus. We record the right to use the underlying asset for the operating lease term as an asset and our obligation to make lease payments as a liability. Leases with an initial term of 12 months or less are not recognized on the balance sheet and the expense for these short-term leases are recognized on a straight-line basis over the lease term. Variable lease payments are not included in the lease payments used to measure the lease liability and are expensed as incurred. |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted earnings per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method. |
Investments | Investments Investments in unconsolidated subsidiaries, joint ventures, and other investees in which we have an interest of 20 to 50 percent and can exercise significant influence are accounted for using the equity method. Under this method of accounting, we record our proportionate share of the net earnings or losses of the equity method investee and a corresponding increase or decrease to the investment balance. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Our investment is carried at fair value, but we have used the practical expedient guidance to record at cost, with adjustments for other-than-temporary declines in fair value as applicable. We evaluate our investment for impairment annually and when factors indicate that a significant decrease in value has occurred. Variables considered in making such assessments may include near-term prospects of the investees and the investees’ capital structure, as well as other economic variables which reflect assumptions market participants may use in pricing these assets. If an investment is deemed to have experienced an other-than-temporary decline below its carrying value basis, we reduce the carrying amount of the investment to its quoted or estimated fair value, as applicable, and establish a new carrying value for the investment. We did not record any impairment charges on our investments during the years 2021 or 2020. |
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 consolidated 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. |
Accounting Pronouncements Implemented in 2021 | Accounting Pronouncements Implemented in 2021 In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) With the exception of the new standard s discussed above, no other new accounting pronouncements have significance, or potential significance, to our reported financial position or results of operations. |
Media Library, Software and E_2
Media Library, Software and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Media Library, Software and Equipment Stated at Lower of Cost or Net Realizable Value | Media library, software and equipment stated at lower of cost or net realizable value, consists of the following as of December 31: (in thousands) 2021 2020 Website development and other software $ 17,639 $ 15,614 Studio, computer and telephone equipment 2,060 1,826 Media library: Acquired media 9,989 2,280 Licensed media 5,874 4,995 Produced media 41,701 34,773 Produced media in progress 2,893 2,983 80,156 62,471 Accumulated depreciation and amortization (29,598 ) (23,240 ) $ 50,558 $ 39,231 |
Schedule of Future Depreciation and Amortization | As described in Note 2, amortization is over typically 12-90 months commencing with the month the content is available on our site and is included in cost of revenues on the accompanying consolidated statements of operations. Amortization expense for our media library was $6.5 million and $5.6 million during 2021 and 2020, respectively. Future depreciation and amortization consist of the following: (in thousands) Acquired media Licensed media Produced media Website development and other software Studio, computer and telephone equipment Total 2022 $ 1,332 $ 1,044 $ 5,706 $ 4,481 $ 710 $ 13,273 2023 1,332 765 5,459 2,597 669 10,822 2024 1,332 625 5,098 850 529 8,434 2025 1,214 444 4,471 — 80 6,209 2026 1,175 262 3,579 — 34 5,050 Thereafter 2,528 225 4,017 — — 6,770 $ 8,913 $ 3,365 $ 28,330 $ 7,928 $ 2,022 $ 50,558 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Components | The purchase price components are summarized in the following table: (in thousands) Total Fair value of Class A common stock transferred $ 9,724 Cash consideration 7,473 Total purchase price, as adjusted $ 17,197 |
Schedule of Preliminary Purchase Price Allocation | The following table presents the preliminary purchase price allocation, as adjusted, recorded in Gaia’s consolidated balance sheet as of December 31, 2021: (in thousands) Total Cash $ 829 Accounts receivable 21 Prepaid expenses and other current assets 248 Media library, software and equipment 47 Intangible assets 9,240 Goodwill 11,581 Accounts payable and other liabilities (993 ) Deferred tax liability for acquired intangible assets (2,079 ) Deferred revenue (1,697 ) Total purchase price $ 17,197 |
Schedule of Identifiable Intangible Assets | Identifiable intangible assets are comprised of the following: (in thousands) Total Estimated Life (months) Customer relationships $ 2,000 48 Content library 6,970 90 Tradenames 270 48 Total intangible assets acquired $ 9,240 |
Summary of Unaudited Pro Forma Condensed Combined Financial Information | The following table presents the unaudited pro forma condensed combined financial information: For the Years Ended December 31, (in thousands) 2021 2020 Revenues $ 89,488 $ 77,414 Net income (loss) 4,569 (463 ) |
Investment, Real Estate and O_2
Investment, Real Estate and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investment Real Estate And Other Assets [Abstract] | |
Schedule of Investment, Real Estate and Other Assets | Investment, real estate and other assets consist of the following as of December 31: (in thousands) 2021 2020 Corporate campus, net $ 12,747 $ 13,117 Studio building, net 2,164 2,524 Investment, recorded at cost 10,000 10,000 Other assets 3,662 2,288 Other intangible assets, net 2,821 571 $ 31,394 $ 28,500 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table sets forth changes in goodwill: (in thousands) Balance at December 31, 2020 $ 17,289 Additions 11,581 Balance at December 31, 2021 $ 28,870 |
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 consolidated balance sheet as of December 31: (in thousands) 2021 2020 Amortizable Intangible Assets Customer relationships $ 2,000 $ — Tradenames 270 — Accumulated amortization (12 ) — $ 2,258 $ — Unamortized Intangible Assets Domain names $ 563 $ 571 |
Schedule of Future Amortization Expense of Intangible Assets | Future amortization of our amortizable intangible assets as of December 31, 2021 is expected to be as follows: (in thousands) 2022 $ 568 2023 568 2024 568 2025 554 $ 2,258 |
Accounts Payable, Accrued and_2
Accounts Payable, Accrued and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Components of Accounts Payable, Accrued and Other Liabilities | Accounts payable, accrued and other liabilities consist of the following as of December 31: (in thousands) 2021 2020 Accounts payable $ 9,079 $ 4,832 Accrued compensation 2,005 1,783 Current portion of lease liability 718 691 Current portion of mortgage 142 138 Deferred cash purchase consideration 866 — Accrued expenses 2,152 1,503 $ 14,962 $ 8,947 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Right of Use Asset and Related Lease Liability and Supplemental Cash Flow Information | Because the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate to determine the present value of lease payments. Information related to our right-of-use asset and related lease liability were as follows: December 31, December 31, (in thousands) Balance Sheet Classification 2021 2020 Right-of-use asset Right-of-use lease asset, net $ 7,871 $ 8,622 Operating lease liability (current) Accounts payable, accrued and other liabilities $ 718 $ 691 Operating lease liability (non-current) Long-term lease liability 7,234 7,952 $ 7,952 $ 8,643 For the Year Ended December 31, (in thousands 2021 2020 Cash paid for operating lease liabilities $ 1,001 $ 321 Right-of-use asset obtained in exchange for operating lease obligation — 8,841 |
Schedule of Future Amortization of Lease Liability | Operating lease expense is recognized on a straight-line basis over the lease term. Future amortization of our lease liability as of December 31, 2021 is expected to be as follows: (in thousands) 2022 $ 1,001 2023 1,001 2024 1,008 2025 1,035 2026 1,064 Thereafter 4,253 Future lease payments, gross 9,362 Less: Imputed interest (1,410 ) Operating lease liability $ 7,952 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities on Long Term Debt, Net | Maturities on long-term debt, net are as follows: (in thousands) 2022 144 2023 150 2024 156 2025 5,801 $ 6,251 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Earnings Per Share | The computation of earnings per share is as follows: For the Year Ended December 31, (in thousands, except per share data) 2021 2020 Diluted earnings per share: Net income $ 3,731 $ 519 Shares used in computation: Weighted-average common stock outstanding 19,307 18,921 Common stock equivalents 527 384 Weighted-average number of shares 19,834 19,305 Diluted earnings per share $ 0.19 $ 0.03 |
Summary of Potential Common Shares Excluded from Diluted Calculation | The following table summarizes the potential share of common stock excluded from the diluted calculation: For the Year Ended December 31, (in thousands) 2021 2020 Employee stock options and restricted stock units 15 14 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Schedule of Issued Shares of Class A common stock Under 2019 Long-Term Incentive Plan and 2009 Long-Term Incentive Plan | During 2021 and 2020, we issued shares of our Class A common stock as shown in the table below under our 2019 Long-Term Incentive Plan (the “2019 Plan”) and the 2009 Long-Term Incentive Plan (the “2009 Plan”). For the Years Ended December 31, 2021 2020 Shares issued to independent directors for vesting of restricted stock units issued for services rendered, in lieu of cash compensation 19,184 18,720 Shares issued to employees upon exercise of stock options, vesting of restricted stock units, and employee stock purchase program 116,393 354,113 |
Class A Common Shares Reserved for Future Issuance | As of December 31, 2021, we had the following Class A common shares reserved for future issuance: Conversion of Class B common stock 5,400,000 Reserved under the ESPP 254,644 Stock options outstanding under the 2009 Plan 229,196 Restricted stock units outstanding under the 2009 Plan 517,705 Restricted stock units outstanding under the 2019 Plan 480,937 Total shares reserved for future issuance 6,882,482 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity | The table below presents a summary of activity under the 2009 Plan and the 2019 Plan, as of December 31, 2021, and changes during the year then ended: (in thousands, except share and per share amounts) Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2021 1,375,798 $ 7.87 Restricted stock unit grants 178,445 — Exercised options (90,000 ) 6.83 Restricted stock unit vesting (27,380 ) — Cancelled or forfeited restricted stock units (209,025 ) — Outstanding at December 31, 2021 1,227,838 $ 8.18 4.6 $ 10,523 Exercisable options at December 31, 2021 228,796 $ 8.18 4.6 $ 188 |
Summary of Valuation Data | The table below presents our valuation data: (in thousands, except per share amounts) 2021 2020 Valuation Data: Weighted-average fair value (per share) $ 9.96 $ 10.55 Total stock-based compensation expense $ 1,710 $ 2,338 Total income tax impact on provision $ 1,299 $ 240 |
Summary of Outstanding RSU's by Vest Date | The table below presents our outstanding RSU’s by vest date: Vest Date RSU's March 31, 2022 313,823 April 30, 2022 18,112 January 1, 2023 8,196 March 31, 2024 195,686 March 31, 2026 462,825 998,642 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Our provision for income taxes is comprised of the following: For the Years Ended December 31, (in thousands) 2021 2020 Current: Federal $ — $ — State 16 129 Total current 16 129 Deferred: Federal (1,892 ) 47 State (135 ) 4 Total deferred (2,027 ) 51 Provision for (benefit from) income taxes $ (2,011 ) $ 180 |
Variations from Federal Statutory Rate | Variations from the federal statutory rate are as follows: For the Years Ended December 31, (in thousands) 2021 2020 Expected federal income tax benefit at statutory rate of 21% in 2021 and 2020 $ 361 $ 147 Effect of permanent other differences 3 239 Effect of acquired intangible assets from business combination (2,079 ) — Return to provision adjustments 58 134 State income tax expense (benefit), net of federal benefit tax assets 30 10 Valuation allowance (384 ) (350 ) Provision for (benefit from) income taxes $ (2,011 ) $ 180 |
Components of Net Accumulated Deferred Income Tax Assets (Liabilities) | As of December 31, (in thousands) 2021 2020 Deferred tax assets (liabilities): Stock-based compensation $ 1,299 $ 1,065 Depreciation and amortization (3,319 ) (1,111 ) Section 181 qualified production expense — (3,960 ) Net operating loss carryforward 16,427 20,791 Charitable carryforward 15 118 Right of use lease asset (1,771 ) — Long-term lease 1,628 — Other 446 417 Tax credits 300 276 Valuation allowance (15,334 ) (17,853 ) Total deferred tax liabilities, net of valuation allowance $ (309 ) $ (257 ) |
Source of Income Before Income Taxes | The source of income before income taxes are as follows: (in thousands) 2021 2020 Domestic $ 1,720 $ 699 |
Segment Information and Geogr_2
Segment Information and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographical Data for Operations | The following represents geographical data for our operations: For the Years Ended December 31, (in thousands) 2021 2020 Revenue: United States $ 44,283 $ 40,687 International 35,290 26,140 $ 79,573 $ 66,827 |
Organization, Nature of Opera_2
Organization, Nature of Operations, and Principles of Consolidation - Additional Information (Detail) - Yoga International [Member] | Dec. 22, 2021Hour |
Product Information [Line Items] | |
Acquisition date | Dec. 22, 2021 |
Number of hours of content expanded in content library | 4,000 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Significant Accounting Policies [Line Items] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Amortization period description | The amortization period begins with the first month of availability on our service. | |
Number of reporting unit | Segment | 1 | |
Impairment of goodwill | $ 0 | 0 |
Impairment of long-lived assets | 0 | 0 |
Marketing and advertising costs | $ 31,300,000 | 31,200,000 |
Defined contribution plan percentage employee's matching contribution | 50.00% | |
Defined contribution plan maximum annual matching contribution amount | $ 3,000 | |
Impairment charges on cost method investments | $ 0 | 0 |
ASU 2021-08 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |
Defined Contribution Plan 401 (k) [Member] | ||
Significant Accounting Policies [Line Items] | ||
Defined contribution plan annual matching contribution amount | $ 300,000 | $ 300,000 |
Website Development Costs and Other Software [Member] | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life of property and equipment | 3 years | |
Minimum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life of property and equipment | 3 years | |
License period or estimated useful life of media library | 12 months | |
Percentage of interest in investments | 20.00% | |
Maximum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life of property and equipment | 45 years | |
License period or estimated useful life of media library | 90 months | |
Percentage of interest in investments | 50.00% |
Media Library, Software and E_3
Media Library, Software and Equipment - Summary of Media Library, Software and Equipment Stated at Lower of Cost or Net Realizable Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Media library, software and equipment, gross | $ 80,156 | $ 62,471 |
Accumulated depreciation and amortization | (29,598) | (23,240) |
Media library, software and equipment, net | 50,558 | 39,231 |
Website Development Costs and Other Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Media library, software and equipment, gross | 17,639 | 15,614 |
Studios, Computer and Telephone Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Media library, software and equipment, gross | 2,060 | 1,826 |
Acquired Media [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Media library, software and equipment, gross | 9,989 | 2,280 |
Licensed Media [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Media library, software and equipment, gross | 5,874 | 4,995 |
Produced Media [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Media library, software and equipment, gross | 41,701 | 34,773 |
Produced Media In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Media library, software and equipment, gross | $ 2,893 | $ 2,983 |
Media Library, Software and E_4
Media Library, Software and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization over period | 12 months | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization over period | 90 months | |
Media Library [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization expense | $ 6.5 | $ 5.6 |
Media Library, Software and E_5
Media Library, Software and Equipment - Schedule of Future Depreciation and Amortization (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Schedule Of Future Depreciation And Amortization [Line Items] | |
2022 | $ 13,273 |
2023 | 10,822 |
2024 | 8,434 |
2025 | 6,209 |
2026 | 5,050 |
Thereafter | 6,770 |
Future depreciation and amortization expense | 50,558 |
Acquired Media [Member] | |
Schedule Of Future Depreciation And Amortization [Line Items] | |
2022 | 1,332 |
2023 | 1,332 |
2024 | 1,332 |
2025 | 1,214 |
2026 | 1,175 |
Thereafter | 2,528 |
Future depreciation and amortization expense | 8,913 |
Licensed Media [Member] | |
Schedule Of Future Depreciation And Amortization [Line Items] | |
2022 | 1,044 |
2023 | 765 |
2024 | 625 |
2025 | 444 |
2026 | 262 |
Thereafter | 225 |
Future depreciation and amortization expense | 3,365 |
Produced Media [Member] | |
Schedule Of Future Depreciation And Amortization [Line Items] | |
2022 | 5,706 |
2023 | 5,459 |
2024 | 5,098 |
2025 | 4,471 |
2026 | 3,579 |
Thereafter | 4,017 |
Future depreciation and amortization expense | 28,330 |
Website Development Costs and Other Software [Member] | |
Schedule Of Future Depreciation And Amortization [Line Items] | |
2022 | 4,481 |
2023 | 2,597 |
2024 | 850 |
Future depreciation and amortization expense | 7,928 |
Studios, Computer and Telephone Equipment [Member] | |
Schedule Of Future Depreciation And Amortization [Line Items] | |
2022 | 710 |
2023 | 669 |
2024 | 529 |
2025 | 80 |
2026 | 34 |
Future depreciation and amortization expense | $ 2,022 |
Business Combinations- Addition
Business Combinations- Additional Information (Detail) $ in Thousands | Dec. 22, 2021USD ($)Hourshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||
Business combination net operating revenue | $ 79,573 | $ 66,827 | |
Business combination net loss | 3,731 | $ 519 | |
Acquisition costs | 360 | ||
Yoga International [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Dec. 22, 2021 | ||
Business combination common stock converted right to receive cash | $ 9,100 | ||
Business combination, share issued | shares | 1,134,613 | ||
Business acquisition weighted average price of common stock for trading days | 10 days | ||
Business combination deferred cash consideration | $ 1,000 | ||
Business combination expect to payment of remaining deferred cash consideration | 900 | ||
Business combination consideration transferred reduction value | $ 1,500 | ||
Business combination number of content library hours | Hour | 4,000 | ||
Preliminary purchase price | $ 17,200 | 17,197 | |
Business combination net operating revenue | 300 | ||
Business combination net loss | 32 | ||
Acquisition costs | 700 | ||
Decrease in amortization of intangible assets | 15 | ||
Increase in amortization of intangible assets | $ 200 | ||
Yoga International [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Business combination number of content library hours | Hour | 4,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Purchase Price Components (Detail) - Yoga International [Member] $ in Thousands | Dec. 22, 2021USD ($) |
Business Acquisition [Line Items] | |
Fair value of Class A common stock transferred | $ 9,724 |
Cash consideration | 7,473 |
Total purchase price, as adjusted | $ 17,197 |
Business Combinations - Sched_2
Business Combinations - Schedule of Preliminary Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 28,870 | $ 17,289 | |
Yoga International [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 829 | ||
Accounts receivable | 21 | ||
Prepaid expenses and other current assets | 248 | ||
Media library, software and equipment | 47 | ||
Intangible assets | 9,240 | ||
Goodwill | 11,581 | ||
Accounts payable and other liabilities | (993) | ||
Deferred tax liability for acquired intangible assets | (2,079) | ||
Deferred revenue | (1,697) | ||
Total purchase price | $ 17,197 | $ 17,200 |
Business Combinations - Sched_3
Business Combinations - Schedule of Identifiable Intangible Assets (Detail) - Yoga International [Member] - USD ($) $ in Thousands | Dec. 22, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Intangible assets | $ 9,240 | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 2,000 | |
Estimated Life | 48 months | |
Content Library [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 6,970 | |
Estimated Life | 90 months | |
Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 270 | |
Estimated Life | 48 months |
Business Combinations - Summary
Business Combinations - Summary of Unaudited Pro Forma Condensed Combined Financial Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Revenues | $ 89,488 | $ 77,414 |
Net income (loss) | $ 4,569 | $ (463) |
Investment, Real Estate and O_3
Investment, Real Estate and Other Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Sep. 09, 2020 | |
Westside Boulder, LLC. [Member] | Boulder Road LLC [Member] | ||
Schedule of Cost-method Investments [Line Items] | ||
Undivided interest sold percentage | 50.00% | |
Colorado Corporation [Member] | ||
Schedule of Cost-method Investments [Line Items] | ||
Cost method investment, ownership percentage | 10.00% | |
Purchase of investments | $ 10 |
Investment, Real Estate and O_4
Investment, Real Estate and Other Assets- Schedule of Investment, Real Estate and Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investment Real Estate And Other Assets [Abstract] | ||
Corporate campus, net | $ 12,747 | $ 13,117 |
Studio building, net | 2,164 | 2,524 |
Investment, recorded at cost | 10,000 | 10,000 |
Other assets | 3,662 | 2,288 |
Other intangible assets, net | 2,821 | 571 |
Total investment, real estate and other assets | $ 31,394 | $ 28,500 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Changes in Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 17,289 |
Additions | 11,581 |
Goodwill, Ending Balance | $ 28,870 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets by Major Asset Class (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets Other Than Goodwill [Line Item] | ||
Amortizable Intangible Assets, Accumulated amortization | $ (12) | |
Amortizable Intangible Assets, Net | 2,258 | |
Customer Relationships [Member] | ||
Intangible Assets Other Than Goodwill [Line Item] | ||
Amortizable Intangible Assets, Gross carrying amount | 2,000 | |
Trade Names [Member] | ||
Intangible Assets Other Than Goodwill [Line Item] | ||
Amortizable Intangible Assets, Gross carrying amount | 270 | |
Domain Names [Member] | ||
Intangible Assets Other Than Goodwill [Line Item] | ||
Unamortized Intangible Assets | $ 563 | $ 571 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Detail) - Customer Relationships [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets Other Than Goodwill [Line Item] | ||
Estimated Life | 12 months | |
Intangible assets, amortization method | straight-line basis | |
Increase in amortization of intangible assets | $ 12 | $ 200 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Future Amortization of Intangible Assets (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 568 |
2023 | 568 |
2024 | 568 |
2025 | 554 |
Amortizable Intangible Assets, Net | $ 2,258 |
Accounts Payable, Accrued and_3
Accounts Payable, Accrued and Other Liabilities - Components of Accounts Payable, Accrued and Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 9,079 | $ 4,832 |
Accrued compensation | 2,005 | 1,783 |
Current portion of lease liability | 718 | 691 |
Current portion of mortgage | 142 | 138 |
Deferred cash purchase consideration | 866 | |
Accrued expenses | 2,152 | 1,503 |
Accounts payable, accrued and other liabilities | $ 14,962 | $ 8,947 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2020 | |
Lessee Lease Description [Line Items] | |||
Operating lease, extending Description | we leased the property pursuant to a master lease for a term extending through September 30, 2030, with two five-year extension | ||
Operating lease, existence of option to extend [true false] | true | ||
Right-of-use lease asset, net | $ 7,871 | $ 8,622 | $ 8,800 |
Operating lease liability | $ 7,952 | $ 8,643 | $ 8,800 |
Two Five Year Extensions [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, Renewal Term | 5 years |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Asset and Related Lease Liability (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2020 |
Leases [Abstract] | |||
Right-of-use asset | $ 7,871 | $ 8,622 | $ 8,800 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherAssets | us-gaap:OtherAssets | |
Operating lease liability (current) | $ 718 | $ 691 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable, accrued and other liabilities | Accounts payable, accrued and other liabilities | |
Operating lease liability (non-current) | $ 7,234 | $ 7,952 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating lease liability (non-current) | Operating lease liability (non-current) | |
Operating Lease, Liability | $ 7,952 | $ 8,643 | $ 8,800 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 1,001 | $ 321 |
Right-of-use asset obtained in exchange for operating lease obligation | $ 8,841 |
Leases - Schedule of Future Amo
Leases - Schedule of Future Amortization of Lease Liability (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2020 |
Leases [Abstract] | |||
2022 | $ 1,001 | ||
2023 | 1,001 | ||
2024 | 1,008 | ||
2025 | 1,035 | ||
2026 | 1,064 | ||
Thereafter | 4,253 | ||
Future lease payments, gross | 9,362 | ||
Less: Imputed interest | (1,410) | ||
Operating lease liability | $ 7,952 | $ 8,643 | $ 8,800 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 28, 2020 | Sep. 09, 2020 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Promissory note outstanding | $ 6,251 | ||
Gain (loss) on from undivided interest sold | $ 6,100 | ||
Secured Convertible Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Loan from parent | 4,000 | ||
Promissory note outstanding | $ 4,000 | ||
Interest rate | 5.75% | ||
Debt instrument, maturity date | Dec. 29, 2020 | ||
Boulder Road LLC [Member] | |||
Debt Instrument [Line Items] | |||
Subsidiary interest percentage | 50.00% | ||
Undivided interest sold consideration received | $ 13,150 | ||
Boulder Road and Westside Boulder, LLC [Member] | Loan Agreement [Member] | Great Western Bank [Member] | Mortgage Loan | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.75% | ||
Debt instrument, maturity date | Dec. 28, 2025 | ||
Loan principal amount | $ 13,000 | ||
Percentage of line of credit proceeds | 50.00% | ||
Percentage of line of credit monthly installments | 50.00% | ||
Westside Boulder, LLC. [Member] | Boulder Road LLC [Member] | |||
Debt Instrument [Line Items] | |||
Undivided interest sold percentage | 50.00% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities on Long Term Debt, Net (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Maturities Of Long Term Debt [Abstract] | |
2022 | $ 144 |
2023 | 150 |
2024 | 156 |
2025 | 5,801 |
Total maturities on long-term debt | $ 6,251 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Diluted earnings per share: | ||
Net income | $ 3,731 | $ 519 |
Shares used in computation: | ||
Weighted-average common stock outstanding | 19,307 | 18,921 |
Common stock equivalents | 527 | 384 |
Weighted-average number of shares | 19,834 | 19,305 |
Diluted earnings per share | $ 0.19 | $ 0.03 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Potential Common Shares Excluded from Diluted Calculation (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Stock Options and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 15 | 14 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Line Items] | |||
Ownership percentage of common stock shares outstanding of chairman | 79.00% | ||
Complementary Streaming Platform [Member] | Secured Convertible Promissory Note [Member] | |||
Equity [Line Items] | |||
Value of notes converted to common stock | $ 1,750 | ||
Class B Common Stock Converted Into Class A Common Stock [Member] | |||
Equity [Line Items] | |||
Stock conversion ratio | 100.00% | ||
Class B Common Stock [Member] | |||
Equity [Line Items] | |||
Common stock, shares outstanding | 5,400,000 | 5,400,000 | |
Common stock voting rights | ten votes on all matters submitted to a vote of shareholders. | ||
Class B Common Stock [Member] | Board of Directors Chairman and CEO [Member] | |||
Equity [Line Items] | |||
Ownership percentage of common stock shares outstanding of chairman | 100.00% | ||
Common stock, shares outstanding | 5,400,000 | ||
Class A Common Stock [Member] | |||
Equity [Line Items] | |||
Common stock, shares outstanding | 15,061,337 | 13,782,951 | |
Common stock voting rights | one vote for each share held on all matters submitted to a vote of shareholders. | ||
Class A Common Stock [Member] | Complementary Streaming Platform [Member] | |||
Equity [Line Items] | |||
Shares issued for consideration of earnout payments | 139,617 | ||
Liability relieved for additional consideration | $ 400 | ||
Number of shares issued upon conversion of notes | 247,270 | ||
Class A Common Stock [Member] | Board of Directors Chairman and CEO [Member] | |||
Equity [Line Items] | |||
Common stock, shares outstanding | 378,778 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Issued Shares of Class A common stock Under 2019 Long-Term Incentive Plan and 2009 Long-Term Incentive Plan (Detail) - 2019 Long-Term Incentive Plan and 2009 Long-Term Incentive Plan [Member] - Class A Common Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Independent Directors for Vesting of Restricted Stock Units Compensation Plan [Member] | ||
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items] | ||
Shares issued to independent directors for vesting of restricted stock units issued for services rendered, in lieu of cash compensation | 19,184 | 18,720 |
Stock Options, Vesting of Restricted Stock Units and Employee Stock Purchase Program [Member] | ||
Schedule Of Employee Incentive Compensation Plans Disclosures [Line Items] | ||
Shares issued to employees upon exercise of stock options, vesting of restricted stock units, and employee stock purchase program | 116,393 | 354,113 |
Shareholders' Equity - Class A
Shareholders' Equity - Class A Common Shares Reserved for Future Issuance (Detail) | Dec. 31, 2021shares |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 6,882,482 |
Class B Common Stock Converted Into Class A Common Stock [Member] | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 5,400,000 |
Stock Option [Member] | 2009 Plan [Member] | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 229,196 |
Reserved Under the ESPP [Member] | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 254,644 |
Restricted Stock Units [Member] | 2009 Plan [Member] | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 517,705 |
Restricted Stock Units [Member] | 2019 Plan [Member] | |
Class of Stock [Line Items] | |
Total shares reserved for future issuance | 480,937 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | Apr. 29, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 0 | 0 | ||
Cash from stock options exercised | $ 600,000 | $ 200,000 | ||
Total intrinsic value of options exercised | 400,000 | 13,000 | ||
Total fair value of option vested | $ 11,000 | $ 24,000 | ||
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSUs entitle the recipient to receive one share of Class A common stock for each RSU upon vesting. The RSUs are issued with cliff vesting in five years for employees and one year for directors, provided that the recipient is still an employee or director of Gaia on such date. | |||
Employee [Member] | Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units vesting term | 5 years | |||
Directors [Member] | Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units vesting term | 1 year | |||
2019 Employee Stock Purchase Plan [Member] | Class A Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common stock reserved and authorized for issuance | 300,000 | |||
Maximum number of shares any participant may purchase per calendar year | 1,000 | |||
Maximum worth of shares any participant may purchase per calendar year | $ 25,000 | |||
'Plan effective date | Apr. 29, 2019 | |||
2009 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Plan termination date | Apr. 23, 2019 | |||
2019 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Plan termination date | Apr. 25, 2029 | |||
2019 Plan [Member] | Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense related to share-based payment awards | 5 years | |||
2019 Plan [Member] | Board Members [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense related to share-based payment awards | 1 year | |||
2019 Plan [Member] | Class A Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common stock reserved and authorized for issuance | 1,800,000 | |||
2009 Plan and 2019 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized cost related to nonvested shared-based compensation | $ 5,200,000 | |||
Expected cost to be recognized over a weighted-average period | 3 years 7 months 17 days |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock unit vesting | (998,642) |
2009 Plan and 2019 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding at January 1, 2021 | 1,375,798 |
Exercised options | (90,000) |
Outstanding at December 31, 2021 | 1,227,838 |
Exercisable options at December 31, 2021 | 228,796 |
Weighted Average Exercise Price Per Share | |
Outstanding at January 1, 2021 | $ / shares | $ 7.87 |
Exercised options | $ / shares | 6.83 |
Outstanding at December 31, 2021 | $ / shares | 8.18 |
Exercisable options at December 31, 2021 | $ / shares | $ 8.18 |
Weighted Average Remaining Contractual Life (in years) | |
Outstanding at December 31, 2021 | 4 years 7 months 6 days |
Exercisable options at December 31, 2021 | 4 years 7 months 6 days |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2021 | $ | $ 10,523 |
Exercisable options at December 31, 2021 | $ | $ 188 |
2009 Plan and 2019 Plan [Member] | Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock unit grants | 178,445 |
Restricted stock unit vesting | (27,380) |
Cancelled or forfeited restricted stock units | (209,025) |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Valuation Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Weighted-average fair value (per share) | $ 9.96 | $ 10.55 | ||
Total stock-based compensation expense | $ 533 | $ 474 | $ 1,710 | $ 2,338 |
Total income tax impact on provision | $ 1,299 | $ 240 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Outstanding RSU's by Vest Date (Detail) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSU's | 998,642 |
March 31, 2022 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSU's | 313,823 |
April 30, 2022 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSU's | 18,112 |
January 1, 2023 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSU's | 8,196 |
March 31, 2024 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSU's | 195,686 |
March 31, 2026 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSU's | 462,825 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
State | $ 16 | $ 129 |
Total current | 16 | 129 |
Deferred: | ||
Federal | (1,892) | 47 |
State | (135) | 4 |
Total deferred | (2,027) | 51 |
Provision for (benefit from) income taxes | $ (2,011) | $ 180 |
Income Taxes - Variations from
Income Taxes - Variations from Federal Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax benefit at statutory rate of 21% in 2021 and 2020 | $ 361 | $ 147 |
Effect of permanent other differences | 3 | 239 |
Effect of acquired intangible assets from business combination | (2,079) | |
Return to provision adjustments | 58 | 134 |
State income tax expense (benefit), net of federal benefit tax assets | 30 | 10 |
Valuation allowance | (384) | (350) |
Provision for (benefit from) income taxes | $ (2,011) | $ 180 |
Income Taxes - Variations fro_2
Income Taxes - Variations from Federal Statutory Rate (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax expense (benefit), statutory rate | 21.00% | 21.00% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Accumulated Deferred Income Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities): | ||
Stock-based compensation | $ 1,299 | $ 1,065 |
Depreciation and amortization | (3,319) | (1,111) |
Section 181 qualified production expense | (3,960) | |
Net operating loss carryforward | 16,427 | 20,791 |
Charitable carryforward | 15 | 118 |
Right of use lease asset | (1,771) | |
Long-term lease | 1,628 | |
Other | 446 | 417 |
Tax credits | 300 | 276 |
Valuation allowance | (15,334) | (17,853) |
Total deferred tax liabilities, net of valuation allowance | $ (309) | $ (257) |
Income Taxes - Source of Income
Income Taxes - Source of Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 1,720 | $ 699 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 15,334 | $ 17,853 |
Net operating losses | $ 1,985 | $ (4,628) |
Operating loss, expiration date | 2037 | |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 73,000 | |
Net operating losses | 2,200 | |
State [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 19,700 |
Segment Information and Geogr_3
Segment Information and Geographic Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Information and Geogr_4
Segment Information and Geographic Information - Geographical Data for Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Business combination net operating revenue | $ 79,573 | $ 66,827 |
United States [Member] | ||
Revenue: | ||
Business combination net operating revenue | 44,283 | 40,687 |
International [Member] | ||
Revenue: | ||
Business combination net operating revenue | $ 35,290 | $ 26,140 |