株探米国株
日本語 英語
エドガーで原本を確認する
0001089872false00010898722025-05-122025-05-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2025

GAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

Colorado

000-27517

84-1113527

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

833 West South Boulder Road

Louisville, Colorado

80027

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 222-3600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐


 


Item 2.02 Results of Operations and Financial Condition.

On May 12, 2025, Gaia, Inc. (the “Company”) issued a press release announcing results for its quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2025, the Company announced that the Board of Directors of the Company (the “Board”) appointed Kiersten Medvedich, age 52, as Chief Executive Officer on May 10, 2025, effective late in the second quarter of 2025. Ms. Medvedich will be taking over the Chief Executive Officer position from James Colquhoun. Mr. Colquhoun will be assuming the role of Chief Business Development Officer. Ms. Medvedich has served as Gaia’s President since June 2023, and she previously served as Executive Vice President of Content from June 2020 until June 2023 and joined the Office of President in November 2020. She previously served as Senior Vice President of Content, Vice President of Content Production and Senior Director of Content Production since joining Gaia in November 2016. Her experience has been firmly rooted in all facets of management and production and brings a level of national broadcast experience to Gaia by way of her long-standing tenure with Sony Pictures Television.

The Company did not enter into any material new compensatory arrangements, or materially amend any existing compensation arrangements in connection with Ms. Medvedich’s appointment as Chief Executive Officer, and her compensation remains materially consistent with that previously disclosed on the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on April 8, 2025.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release issued by Gaia, Inc. on May 12, 2025.

104

Cover Page Interactive Data File.

 

 

 


 


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.

Date:

May 12, 2025

By:

/s/ Ned Preston

Name: Ned Preston
Title: Chief Financial Officer


EX-99.1 2 gaia-ex99_1.htm EX-99.1 EX-99.1

 

img82517683_0.jpg

 

Gaia Reports First Quarter 2025 Results

 

BOULDER, CO – May 12, 2025 - Gaia, Inc. (NASDAQ: GAIA), a conscious media and community company, reported financial results for the first quarter and ended March 31, 2025.

Highlights:

Fifth consecutive quarter of double digit increases in revenue (12% year over-year-growth in Q1)
Gross profit increased 15% and EPS improved 20% year over year
Continued positive operating and free cash flow generation

"As planned, we continued to deliver on positive free cash flow and double-digit growth for the quarter," said Jirka Rysavy, Gaia's Chairman. "Additionally, the pricing adjustments implemented last year are continuing to perform in line with expectations, supporting both revenue growth and long-term member value."

James Colquhoun, Gaia's CEO, commented: "We are pleased to see the momentum from 2024 carrying into Q1, with strong revenue growth and improvements in profitability. With continued investment in AI and our global community platform, we're laying the foundation for the next evolution of Gaia--one that is more personalized, connected, and expansive."

Gaia CFO Ned Preston stated: “In the first quarter, we delivered 12% revenue growth, up $2.5 million to $23.8 million, while our improved operational execution and efficiency drove a $0.01 improvement in EPS to $(0.04). We strengthened our financial position by generating positive operating and free cash flow, underscoring our disciplined approach and long-term growth strategy. In February, we also closed an underwritten common stock offering, using the approximate $7.0 million in net proceeds to build out the company's AI capabilities and development of the Gaia Community project.”

First Quarter 2025 Financial Results

Revenue increased 12% to $23.8 million, compared to $21.3 million in Q1 2024, driven by growth in both member count and ARPU. Total members increased 3% year-over-year to 867,000.

Gross profit increased 15% to $20.9 million from $18.2 million in the prior-year quarter, with gross margin expanding to 87.8%, up from 85.4%.

Net loss was $(1.0) million, or $(0.04) per share, versus $(1.0) million or $(0.05) per share, in Q1 2024.

Operating cash flow was $1.3 million, with free cash flow of $0.7 million, reflecting ongoing operational discipline.

Cash balance was at $13.1 million as of March 31, 2025, with a fully available $10 million line of credit.

 

 

 

1

 


 

img82517683_1.jpg

 

 

 

Conference Call

Date: Monday, May 12, 2025

Time: 4:30 p.m. Eastern time (2:30 p.m. Mountain time)

Toll-free dial-in number: 1-877-269-7751

International dial-in number: 1-201-389-0908

Conference ID: 13752722

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at (949) 574-3860.

The conference call will be broadcast live and available for replay here and via ir.gaia.com.

A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through May 26, 2025.

Toll-free replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 13752722

 

About Gaia

Gaia is a member-supported global video streaming service and community that produces and curates conscious media through four primary channels—Seeking Truth, Transformation, Alternative Healing and Yoga—in four languages (English, Spanish, French and German) to its members in 185 countries. Gaia’s library includes over 10,000 titles, over 88% of which is exclusive to Gaia, and approximately 75% of viewership is generated by content produced or owned by Gaia. Gaia is available on Apple TV, iOS, Android, Roku, Chromecast, and sold through Amazon Prime Video and Comcast Xfinity. For more information about Gaia, visit www.gaia.com.

 

 

Forward-Looking Statements

This press release 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” and elsewhere in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2024.

2

 


 

img82517683_1.jpg

 

 

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 Securities and Exchange Commission. 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 press release. We undertake no obligation to update any forward-looking information.

Non-GAAP Measures

In addition to disclosing financial results calculated in accordance with generally accepted accounting principles in the United States of America (GAAP), the financial information included in this release contains non-GAAP financial measures, including Free Cash Flow. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and reconciliations to GAAP financial statements should be carefully evaluated. Free Cash Flow represents net cash provided by operating activities plus cash paid for interest payments, less cash used in investing activities, plus cash from non-core business activities. We believe Free Cash Flow is also useful as one of the bases for comparing the Gaia’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, Gaia’s calculation of Free Cash Flow might not necessarily be comparable to such other similarly titled captions of other companies. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods.

Company Contact:

Ned Preston

Chief Financial Officer

Gaia, Inc.

Investors@gaia.com

Investor Relations:

Gateway Group, Inc.

Cody Slach

(949) 574-3860

GAIA@gateway-grp.com


3

 


 

img82517683_1.jpg

 

 

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

 

 

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

 

Shareholder's 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

 

 

4

 


 

img82517683_1.jpg

 

 

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 income (expense), net

 

 

(136

)

 

 

(108

)

Loss before income taxes

 

 

(1,150

)

 

 

(962

)

Income tax (benefit) expense

 

 

48

 

 

 

 

Loss from continuing operations

 

 

(1,198

)

 

 

(962

)

Income 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

)

 

Condensed Consolidated Statement of Cash Flows (unaudited)

 

 

For the Three Months Ended March 31,

 

(in thousands)

 

2025

 

 

2024

 

 

 

 

 

Net cash provided by (used in):

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

1,298

 

 

$

5,936

 

Net cash used in investing activities

 

 

(1,030

)

 

 

(1,073

)

Net cash provided by (used in) financing activities

 

 

6,962

 

 

 

(30

)

Net change in cash, cash equivalents, and restricted cash

 

$

7,230

 

 

$

4,833

 

 

5

 


 

img82517683_1.jpg

 

 

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (unaudited)

 

 

For the Three Months Ended March 31,

 

(in thousands)

 

2025

 

 

2024

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

1,298

 

 

$

5,936

 

Cash paid for interest

 

 

137

 

 

 

108

 

Net cash used in investing activities

 

 

(1,030

)

 

 

(1,073

)

Change in cash from non-core business activities

 

 

291

 

 

 

(3,996

)

Free cash flow

 

$

696

 

 

$

975

 

 

6