United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-27517

GAIA, INC.

(Exact name of registrant as specified in its charter)

COLORADO

84-1113527

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

833 WEST SOUTH BOULDER ROAD,

LOUISVILLE, COLORADO 80027

(Address of principal executive offices)

(303) 222-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	GAIA	NASDAQ Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class		Outstanding at May 9, 2025
Class A Common Stock ($0.0001 par value)		19,672,638
Class B Common Stock ($0.0001 par value)		5,400,000

GAIA, INC.

FORM 10-Q

INDEX


PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	3

	Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	4

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

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

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

	Notes to Condensed Consolidated Financial Statements	8

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4.	Controls and Procedures	17

PART II—OTHER INFORMATION		18

Item 1.	Legal Proceedings	18

Item 1A.	Risk Factors	18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3.	Defaults Upon Senior Securities	18

Item 5.	Other Information	18

Item 6.	Exhibits	19

	SIGNATURES	20

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Unaudited Condensed Consolidated Financial Statements

We have prepared our unaudited condensed consolidated financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). While certain information and note disclosures normally included in annual audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to these rules and regulations, we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly, in all material respects, our condensed consolidated balance sheets as of March 31, 2025, the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of changes in equity for the three months ended March 31, 2025 and 2024, and condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024. Operating results for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results that may be expected for a full year or any future period. The consolidated balance sheets as of December 31, 2024 were derived from our annual audited consolidated financial statements included in our Annual Report on Form 10-K. These condensed consolidated financial statements have not been audited. The unaudited condensed consolidated financial statements contained herein should be read in conjunction with our annual audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2024.

GAIA, INC.

Condensed Consolidated Balance Sheets


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

See accompanying notes to the unaudited condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Operations (unaudited)


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

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

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

See accompanying notes to the condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Changes in Equity (unaudited)



(in thousands, except shares)	Common Stock Shares		Accumulated Deficit			Common Stock Amount		Additional Paid-in Capital		Non-controlling interests			Total Equity
Balance at December 31, 2024		23,401,955	$	(90,428	)	$	3	$	171,100	$	13,338		$	94,013
Issuance of Gaia, Inc. common stock in public offering		1,600,000		—			—		6,986		—			6,986
Issuance of Gaia, Inc. common stock for employee stock purchase plan		5,696		—			—		22		—			22
Share-based compensation		—		—			—		323		—			323
Net loss		—		(1,014	)		—		—		(205	)		(1,219	)
Balance at March 31, 2025		25,007,651	$	(91,442	)	$	3	$	178,431	$	13,133		$	100,125

(in thousands, except shares)	Common Stock Shares		Accumulated Deficit			Common Stock Amount		Additional Paid-in Capital		Non-controlling interests			Total Equity
Balance at December 31, 2023		23,148,374	$	(85,195	)	$	3	$	170,695	$	1,277		$	86,780
Issuance of Gaia, Inc. common stock for employee stock purchase plan		7,444		—			—		14		—			14
Issuance of Gaia, Inc. common stock for RSU releases		4,708		—			—		—		—			—
Share-based compensation		—		—			—		335		—			335
Net (loss) income		—		(1,045	)		—		—		74			(971	)
Balance at March 31, 2024		23,160,526	$	(86,240	)	$	3	$	171,044	$	1,351		$	86,158

See accompanying notes to the condensed consolidated financial statements.

GAIA, INC.

Condensed Consolidated Statements of Cash Flows (unaudited)


	For the Three Months Ended March 31,
(in thousands)	2025			2024

Cash flows from operating activities:
Net loss	$	(1,219	)	$	(971	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Media library amortization		2,589			2,455
Depreciation and amortization		2,148			2,011
Noncash operating lease expense		213			206
Share-based compensation expense		323			335
Additions to media library		(2,551	)		(1,643	)
Changes in operating assets and liabilities:
Accounts receivable		(71	)		(627	)
Other receivables		(1	)		(57	)
Prepaid expenses and other current assets		(1,250	)		157
Accounts payable		(223	)		(835	)
Accrued and other liabilities		(776	)		2,951
Deferred revenue		2,116			1,954
Net cash provided by operating activities		1,298			5,936
Cash flows from investing activities:
Additions to property and equipment		(1,030	)		(1,073	)
Net cash used in investing activities		(1,030	)		(1,073	)
Cash flows from financing activities:
Repayment of short-term debt		(5,046	)		(44	)
Proceeds from short-term borrowings		5,000			—
Proceeds from the issuance of common stock		7,008			14
Net cash provided by (used in) financing activities		6,962			(30	)
Net change in cash, cash equivalents and restricted cash		7,230			4,833
Cash, cash equivalents and restricted cash, beginning of period		5,860			7,766
Cash, cash equivalents and restricted cash, end of period	$	13,090		$	12,599
Supplemental disclosure of cash flow information
Cash paid for interest	$	137		$	108
Supplemental schedule of non-cash investing and financing activities
Additions to property and equipment in Accounts payable	$	103		$	165

See accompanying notes to the condensed consolidated financial statements.

Notes to condensed consolidated financial statements

References in this report to “we”, “us”, “our”, the “Company” or “Gaia” refer to Gaia, Inc. and its consolidated subsidiaries, unless we indicate otherwise. All textual currency references are expressed in thousands of U.S. dollars (unless otherwise indicated).

1. Organization, Nature of Operations, and Principles of Consolidation

Gaia, Inc. operates a global digital video subscription service and on-line community that strives to connect a unique and underserved member base. Our digital content library includes over 10,000 titles, with a growing selection of titles available in Spanish, German and French. Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation-related content and more – 90% of which is exclusively available to our members for digital streaming on most internet-connected devices anytime, anywhere, commercial free.

Our mission is to create a transformational network that empowers a global conscious community. Content on our network is currently organized into four primary channels—Yoga, Transformation, Alternative Healing, and Seeking Truth—and delivered directly to our members through our streaming platform. We curate programming for these channels by producing content in our in-house production studios with a staff of media professionals. This produced and owned content currently comprises approximately 75% of our members’ viewing time. We complement our produced and owned content through long term licensing agreements.

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with GAAP, and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results.

Use of Estimates and Reclassifications

The preparation of the condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying condensed 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. As disclosed below, the Company’s Board voted to discontinue its stand-alone business unit selling transactional courses and, as such, we reclassed the results of operations for this business unit in our Condensed Consolidated Financial Statements for the three months ended March 31, 2024.

Discontinued Operations

On March 7, 2025, the Company’s Board voted to discontinue its stand-alone business unit selling transactional courses, which represented approximately $0.2 million and $0.4 million of revenue for the three months ended March 31, 2025 and 2024, respectively. We have presented the results of operations related to winding up this line of business as discontinued operations on the accompanying Condensed Consolidated Statements of Operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2024. The following recently issued accounting pronouncements are being evaluated but have not yet been adopted.

In October 2023, Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements (“ASU 2023-06”), to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC’s regulations. The amendments in ASU 2023-06 will become effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. We are currently evaluating the impact of adopting ASU 2023-06.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (ASC Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (ASC Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional

information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (ASC Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC Topic 280 on an interim and annual basis. The Company adopted ASU 2023-07 during the year ended December 31, 2024. The Company applied ASU 2023-07 retrospectively to the earliest period presented. See Note 9 Segment and Geographic Information in the accompanying notes to the condensed consolidated financial statements for further detail.

2. Revenue Recognition

Revenues consist primarily of subscription fees paid by our members. We present revenues net of the taxes that are collected from members and remitted to governmental authorities. 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 third-party platform partners (“Partners”) have the primary relationship, including billing and service delivery, with the member. We recognize revenue on a gross basis for members whose primary relationship is with Gaia. 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.

3. Equity and Share-Based Compensation

During the three months ended March 31, 2025 and 2024, we recognized approximately $323 and $335, respectively, of share-based compensation expense. Total share-based compensation expense is reported in selling and operating expenses and corporate, general and administration expenses on our condensed consolidated statements of operations. There were no options exercised during the three months ended March 31, 2025 or 2024.

Class A Common Stock Offering

In February 2025, we entered into an underwriting agreement with Roth Capital Partners, LLC and Lake Street Capital Markets, LLC (the “Underwriters”) relating to the offer and sale of 1,600,000 shares of our Class A common stock ($0.0001 par value) (the “Shares”). We sold the Shares to the Underwriters at the public offering price of $5.00 per share, less underwriting discounts and commissions, resulting in net proceeds of $7.0 million. The offering was made pursuant to a registration statement on Form S-3. We provided a 45-day option to the Underwriters to purchase up to an additional 240,000 Shares at $5.00 per share, less underwriting discounts and commissions (the “Over-Allotment Option”). On March 7, 2025, the Underwriters elected to waive the right to exercise the Over-Allotment Option.

4. Debt

On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“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 $13.2 million in the transaction.

On December 28, 2020, Boulder Road and Westside (“Borrower”) entered into a loan agreement with First Interstate Bank, as lender, providing for a mortgage loan in the principal amount of $13.0 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 contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Borrower’s ability to incur liens or debt, make investments, or engage in certain fundamental changes. Additionally, the Credit Agreement requires Boulder Road to maintain a minimum Debt Service Ratio – Pre Distribution of 1.35 to 1.00 annually and a minimum Debt Service Ratio – Post Distribution of 1.15 to 1.00 annually. As of March 31, 2025 and December 31, 2024, the Borrower was in compliance with all related covenants.

On August 25, 2022 (the “Closing Date”), Gaia, as borrower, and certain subsidiaries, as guarantors, entered into a Credit and Security Agreement (the “Credit Agreement”) with KeyBank National Association (“KeyBank”). The Credit Agreement provides for a revolving credit facility in an aggregate amount of up to $10 million with a sublimit of $1 million available for issuances of letters of credit. Borrowings under the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permanent acquisitions or other investments. There were no outstanding borrowings as of March 31, 2025 and December 31, 2024.

Loans made, or letters of credit issued, under the Credit Agreement mature on August 25, 2025 and are secured (subject to permitted liens and other exceptions) by a first priority lien on all business assets, including intellectual property, of Gaia and the subsidiary guarantors.

Any advance under the Credit Agreement shall bear interest at the Daily Simple Secured Overnight Financing Rate (“SOFR”) (subject to a floor of 0.00%), plus, the SOFR Index Adjustment of 0.10%, plus a margin of 2.00%; provided, that, during the existence of a Benchmark Unavailability Period or a SOFR Unavailability Period, advances shall bear interest at the Base Rate, which is a fluctuating interest rate per annum equal to the highest of (i) the Federal Funds Rate plus 0.50%, (ii) KeyBank’s “prime rate,” (iii) SOFR and (iv) 3.00%, plus, in each instance, a margin of 1.00%.

The aggregate outstanding amount of advances under the Credit Agreement is required to be $0 for at least 30 consecutive days during the period commencing on the 12-month anniversary of the Closing Date and ending on the 24-month anniversary of the Closing Date. The Company satisfied this requirement during October and November 2023.

The Credit Agreement contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Company’s ability to incur liens or debt, make investments, pay dividends, enter into transactions with its affiliates and engage in certain fundamental changes. Additionally, the Credit Agreement requires Gaia to maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00 and to not permit the Leverage Ratio to exceed 1.50 to 1.00 for any computation period. As of March 31, 2025 and 2024, the Borrower was in compliance with all related covenants.

Maturities on long-term debt, net of current portion are $5.76 million for the year ended December 31, 2025.

5. Leases

In connection with the sale of a portion of our corporate campus as further discussed in Note 4, we leased the property pursuant to a master lease for an initial term extending through September 30, 2030, with two five-year extensions. The extension options are not recognized as part of the right-of-use asset and lease liability. 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, based on the present value of the lease payments over the initial lease term. At March 31, 2025, the weighted average remaining lease term was 5.5 years and the weighted average discount rate was 3.75%.

Because the rate implicit in the lease is not readily determinable, we used 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:


	March 31,		December 31,
(in thousands)	2025		2024
	(unaudited)
Operating right-of-use asset, net	$	5,241	$	5,454

Operating lease liability, current portion	$	854	$	839
Operating lease liability, net of current portion		4,649		4,869
	$	5,503	$	5,708

Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $265 and $265 for the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, and for the subsequent years ending December 31, future maturity is as follows:


(in thousands)
2025 (remaining)	$	778
2026		1,064
2027		1,093
2028		1,123
2029		1,154
Thereafter		883
Future lease payments, gross		6,095
Less: Imputed interest		(592	)
Operating lease liability	$	5,503

6. Loss Per Share

Basic loss per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted loss 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 weighted-average diluted shares outstanding computation is:


	For the Three Months Ended March 31,
(in thousands, except per share data)	2025		2024
	(unaudited)
Weighted-average common stock outstanding		24,349		23,161
Weighted-average number of shares		24,349		23,161

We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common shareholders:


	For the Three Months Ended March 31,
(in thousands)	2025		2024
	(unaudited)
Employee stock options and RSUs		1,485		1,573
		1,485		1,573

7. Income Taxes

Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. Based on our historical operating losses, combined with our plans to continue to invest in our revenue growth and content library, we have a full valuation allowance on our deferred tax assets as of March 31, 2025. As of March 31, 2025, our net operating loss carryforwards on a gross basis were $86.9 million and $29.5 million for federal and state, respectively.

8. Commitments and Contingencies

From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at March 31, 2025, and that can be reasonably estimated, are either reserved against or would not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

The Company is subject to tax examinations for non-income taxes in foreign jurisdictions where it provides services to consumers residing in foreign jurisdictions. A number of these examinations are ongoing and, in certain cases, have resulted in assessments from foreign tax authorities. An accrual for non-income tax liability is recognized for foreign jurisdictions when it is probable that a liability has been incurred and the non-income tax exposure can be reasonably estimated. For other foreign jurisdictions requiring non-income

taxes, the Company has determined that the non-income tax exposure is reasonably possible. However, considering the Company is in early stages of the examination and the Company’s prior experience with foreign tax authorities, the Company is unable to reasonably estimate the amount of non-income tax exposure that may be incurred.

9. Segment and Geographic Information

Our chief operating decision maker reviews operating results on a consolidated basis and has determined that we have one reportable segment.

The following table presents selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2025 and 2024:


	For the Three Months Ended March 31,
(in thousands, except per share data)	2025			2024
	(unaudited)
Revenues, net	$	23,840		$	21,314
Cost of revenues		2,935			3,132
Gross profit		20,905			18,182
Operating expenses:
Selling and operating		20,022			17,407
Corporate, general and administration		1,897			1,629
Total operating expenses		21,919			19,036
Loss from operations		(1,014	)		(854	)
Interest and other expense, net		(136	)		(108	)
Loss before income taxes		(1,150	)		(962	)
Income tax (benefit) expense		48			—
Loss from continuing operations		(1,198	)		(962	)
Loss from discontinued operations		(21	)		(9	)
Net loss		(1,219	)		(971	)
Net (loss) income attributable to noncontrolling interests		(205	)		74
Net loss attributable to common shareholders	$	(1,014	)	$	(1,045	)

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 Three Months Ended March 31,
(in thousands)	2025		2024
Revenue:
United States	$	14,221	$	12,146
International		9,619		9,168
	$	23,840	$	21,314

10. Igniton Transactions

In April 2024, the Company entered into a series of transactions with its subsidiary, Igniton, Inc., a Colorado corporation (“Igniton”), and a third-party entity to purchase a royalty free perpetual license for a total of $16.2 million of consideration comprised of $10.2 million of cash, $5.0 million of common stock of Igniton and $1.0 million of the Company’s equity security investment in Telomeron (the “License Purchase”). The license allows the Company to utilize the technology developed by the third party. This license is being recorded within the Technology license, net line item on the condensed consolidated balance sheets.

The License Purchase was funded through an equity financing through Igniton, which raised $6.8 million of cash, $5.0 million in Igniton stock issuance from third-party investors and $4.0 million investment from Gaia.

Technology license, net consists of the following as of March 31, 2025:


(in thousands)	March 31, 2025

Technology license	$	16,156
Accumulated amortization		(808	)
Technology license, net	$	15,348

On April 18, 2024, Igniton and subsidiary of the Company, closed a sale of 2,750,000 shares of Igniton common stock (the “Igniton Shares”) to certain funds managed by AWM Investment Company, Inc. (“AWM”) for total net proceeds of approximately $3.2 million. Igniton’s total proceeds included an approximately $0.4 million premium that was passed to the Company in exchange for the issuance to AWM of a non-transferable right granting AWM a one-time ability to sell the Igniton Shares to the Company for the total net proceeds paid (the “Option”), payable at the Company’s option, in cash or shares of the Company’s Class A common stock having a value per share equal to the trailing 5-day average Volume-Weighted Average Price prior to the exercise of the Option. The amounts have been recorded within Additional paid-in capital and Noncontrolling interests within the Condensed Consolidated Statements of Changes in Equity.

The following schedule discloses the effects of changes in the Company’s ownership of Igniton on the Company’s equity, as a result of the Igniton’s sale of shares to AWM for the periods presented:


	Three Months Ended
(in thousands)	March 31, 2025

Net income attributable to Gaia, Inc. shareholders	$	(1,014	)
Change in Gaia’s paid-in capital for sale of Igniton Shares, net of issuance costs		—
Net transfers from non-controlling interest		—

Change from net income attributable to Gaia, Inc. shareholders and transfers from Noncontrolling Interest	$	(1,014	)

11. Subsequent Events

Management has evaluated and determined there were no subsequent events as of the filing of this Form 10-Q.

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

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. Risks and uncertainties that could cause actual results to differ include, without limitation: our ability to attract new members and retain existing members; our ability to compete effectively, including for customer engagement with different modes of entertainment; maintenance and expansion of device platforms for streaming; fluctuation in customer usage of our service; fluctuations in quarterly operating results; service disruptions; production risks; general economic conditions; future losses; loss of key personnel; price changes; brand reputation; acquisitions; new initiatives we undertake; security and information systems; legal liability for website content; failure of third parties to provide adequate service; future internet-related taxes; our founder’s control of us; litigation; consumer trends; the effect of government regulation and programs; the impact of public health threats; and other risks and uncertainties included in our filings with the SEC. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our views only as of the date of this report. We undertake no obligation to update any forward-looking information.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report. This section is designed to provide information that will assist readers in understanding our unaudited consolidated financial statements, changes in certain items in those statements from year to year, the primary factors that caused those changes and how certain accounting principles, policies and estimates affect the consolidated financial statements.

Overview and Outlook

We operate a global digital video subscription service with a library of over 10,000 titles, with live communications and live events with a growing selection of titles available in Spanish, German and French that caters to a unique, 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 library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, live events, and more – 90% of which is exclusively available to our members for digital streaming on most internet-connected devices.

Gaia’s position in the streaming video landscape is firmly supported by its wide variety of exclusive and unique content, which provides a complementary offering to other entertainment-based streaming video services. Our original content is developed and produced in-house in our lifestyle campus near Boulder, Colorado. By offering exclusive and unique content through our streaming service, we believe we will be able to significantly expand our target member base.

Our available content is currently focused on yoga, transformation, alternative healing, seeking truth and conscious films. This content is specifically targeted to a unique member base that is interested in alternative content provided by mainstream media. We have grown these content options both organically through our own productions and through strategic acquisitions or licensing. In addition, through our investments in our streaming video technology and our user interface, we have expanded the many ways our subscription member base can access our unique library of media titles.

Our core strategy is to grow our subscription business domestically and internationally by expanding our unique and exclusive content library, enhancing our user interface, extending our streaming service to new internet-connected devices as they are developed and creating a conscious community built around our content.

We are a Colorado corporation. Our principal and executive office is located at 833 West South Boulder Road, Louisville, Colorado 80027-2452. Our telephone number at that address is (303) 222-3600.

Results of Operations

The table below summarizes certain detail of our financial results for the periods indicated:


	For the Three Months Ended March 31,
(in thousands, except per share data)	2025			2024
	(unaudited)
Revenues, net	$	23,840		$	21,314
Cost of revenues		2,935			3,132
Gross profit		20,905			18,182
Operating expenses:
Selling and operating		20,022			17,407
Corporate, general and administration		1,897			1,629
Total operating expenses		21,919			19,036
Loss from operations		(1,014	)		(854	)
Interest and other expense, net		(136	)		(108	)
Loss before income taxes		(1,150	)		(962	)
Income tax (benefit) expense		48			—
Loss from continuing operations		(1,198	)		(962	)
Loss from discontinued operations		(21	)		(9	)
Net loss		(1,219	)		(971	)
Net (loss) income attributable to noncontrolling interests		(205	)		74
Net loss attributable to common shareholders	$	(1,014	)	$	(1,045	)

The following table sets forth certain financial data as a percentage of revenues, net for the periods indicated:


	For the Three Months Ended March 31,
	2025			2024
	(unaudited)
Revenues, net		100.0	%		100.0	%
Cost of revenues		12.3	%		14.7	%
Gross profit margin		87.7	%		85.3	%
Operating expenses:
Selling and operating		84.0	%		81.7	%
Corporate, general and administration		8.0	%		7.6	%
Total operating expenses		91.9	%		89.3	%
Loss from operations		(4.3	)%		(4.0	)%
Interest and other expense, net		(0.6	)%		(0.5	)%
Loss before income taxes		(4.8	)%		(4.5	)%
Income tax (benefit) expense		0.2	%		0.0	%
Loss from continuing operations		(5.0	)%		(4.5	)%
Loss from discontinued operations		(0.1	)%		(0.0	)%
Net loss		(5.1	)%		(4.6	)%
Net (loss) income attributable to noncontrolling interests		(0.9	)%		0.3	%
Net loss attributable to common shareholders		(4.3	)%		(4.9	)%

Three months ended March 31, 2025 compared to three months ended March 31, 2024

Revenues, net. Revenues increased $2.5 million, or 12%, to $23.8 million during the three months ended March 31, 2025, compared to $21.3 million during the three months ended March 31, 2024. This was primarily driven by an increase in member count as well as improvements in Average Revenue Per User (“ARPU”) due to the increase in prices.

Cost of revenues. Cost of revenues decreased $0.2 million or 6.5% to $2.9 million during the three months ended March 31, 2025, compared to $3.1 million during the three months ended March 31, 2024, which primarily relates to the increase in revenues and revenue mix, offset by a one-time adjustment in royalty expense. Gross profit margin increased during the three months ended March 31, 2025 to 87.7% from 85.3% for the three months ended March 31, 2024 primarily due to improvements in ARPU and the one-time adjustment in royalty expense.

Selling and operating expenses. Selling and operating expenses increased $2.6 million, or 14.9%, to $20.0 million during the three months ended March 31, 2025, compared to $17.4 million for the three months ended March 31, 2024, driven primarily by an increase in marketing expense. As a percentage of net revenues, selling and operating expenses increased to 84.0% for the three months ended March 31, 2025 compared to 81.7% for the three months ended March 31, 2024.

Corporate, general and administration expenses. Corporate, general and administration expenses increased $0.3 million, or 18.8% to $1.9 million for three months ended March 31, 2025 from $1.6 million for three months ended March 31, 2024. As a percentage of net revenues, these expenses increased to 8.0% for the three months ended March 31, 2025 from 7.6% for the three months ended March 31, 2024.

Seasonality

Our member base reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing, similar to those of traditional TV and cable networks. We have generally experienced the greatest member growth in the fourth and first quarters (October through February), and slowest during May through August. This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue. As we continue to expand internationally, we expect regional seasonality trends to demonstrate more predictable seasonal patterns as our service offering in each market becomes more established and we have a longer history to assess such patterns.

Liquidity and Capital Resources

Our capital needs arise from working capital required to fund operations, capital expenditures related to acquisition and development of media content, development and marketing of our digital platforms, acquisitions of new businesses and other investments, replacements, expansions and improvements to our infrastructure, and future growth. These capital requirements depend on numerous factors, including the rate of market acceptance of our offerings, our ability to expand our customer base, the cost of ongoing upgrades to our offerings, our expenditures for marketing, and other factors. Additionally, we will continue to pursue opportunities to expand our media libraries, evaluate possible investments in businesses and technologies, and increase our marketing programs as needed.

Our budgeted content and capital expenditures for the remainder of 2025 are expected to be between $11.0 million to $13.0 million which we intend to fund with cash flows generated from operations. These planned expenditures will be predominately utilized to expand our content library and build out the capabilities of our digital platforms. The planned expenditures are discretionary and, with our in-house production capabilities, we have the ability to scale expenditures based on the available cash flows from operations. We began to generate positive cash flows from operations in 2020 and have continued to generate cash flows from operations since. We expect to continue generating positive cash flows from operations during the remainder of 2025. We generated approximately $1.3 million in cash flows from operations during the three months ended March 31, 2025. As of March 31, 2025, our cash balance was $13.1 million.

As described in Note 4, during August 2022, we entered into a Credit Agreement with KeyBank, which provides for a revolving credit facility in an aggregate amount of up to $10.0 million. Funds from the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permitted acquisitions or other investments. As of March 31, 2025, there were no outstanding borrowings under the Credit Agreement.

As described in Note 10, in April 2024, the Company entered into a series of transactions with its subsidiary, Igniton, Inc., a Colorado corporation (“Igniton”), and a third-party entity to purchase a perpetual license for a total of $16.2 million of consideration comprised of $10.2 million of cash and $5.0 million of common stock of Igniton and $1.0 million of the Company’s equity security investment in Telomeron (the “License Purchase”). The license allows the Company to utilize the technology developed by the third party. This license is being recorded within the Technology license, net line item on the condensed consolidated balance sheets. The License Purchase was primarily funded through an equity financing through Igniton, which raised $6.8 million of cash and $5.0 million in Igniton stock issuance from third-party investors.

In the normal course of our business, we investigate, evaluate and discuss acquisition, joint venture, minority investment, strategic relationship and other business combination opportunities in our market. For any future investment, acquisition, or joint venture opportunities, we may consider using then-available liquidity, issuing equity securities or incurring indebtedness.

While there can be no assurances, we believe our cash on hand, our cash expected to be generated from operations, our potential additional borrowing capabilities now that we have a history of generating positive operating cash flows, and our potential capital raising capabilities will be sufficient to fund our operations on both a short-term and long-term basis. However, our projected cash needs may change as a result of acquisitions, product development, unforeseen operational difficulties, or other factors.

Class A Common Stock Offering

Cash Flows

The following table summarizes our sources (uses) of cash during the periods presented:


	For the Three Months Ended March 31,
(in thousands)	2025			2024
	(unaudited)
Net cash provided by (used in):
Operating activities	$	1,298		$	5,936
Investing activities		(1,030	)		(1,073	)
Financing activities		6,962			(30	)
Net change in cash	$	7,230		$	4,833

Operating activities. Cash flows provided by operations decreased approximately $4.6 million during the first three months of 2025 compared to the same period in 2024. The decrease was primarily driven by changes in earnings, timing of working capital, and other liabilities, which consisted of $4.0 million in equity financing that was used to fund the Igniton License Purchase in April 2024.

Investing activities. Cash flows used in investing activities was relatively flat during the first three months of 2025 compared to the same period in 2024 due to consistent spend on property and equipment.

Financing activities. Cash flows provided by financing activities increased $7.0 million compared to the same period in 2024 primarily due to proceeds from the issuance of common stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon its evaluation as of March 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q were effective at a reasonable assurance level. Management, including our Chief Executive Officer and Chief Financial Officer, believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 that we filed with the SEC on March 10, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 5. Other Information.

During the three months ended March 31, 2025, no director or officer of Gaia adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408(a) of Regulation S-K.

Item 6. Exhibits


Exhibit No.		Description

31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1**		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File

* Filed herewith

** Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Gaia, Inc.
		(Registrant)

May 12, 2025	By:	/s/ James Colquhoun
Date		James Colquhoun
		Chief Executive Officer
		(Principal Executive Officer)

May 12, 2025	By:	/s/ Ned Preston
Date		Ned Preston
		Chief Financial Officer
		(Principal Financial and Accounting Officer)