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What changed in GAIA, INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of GAIA, INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+110 added−118 removedSource: 10-K (2025-03-10) vs 10-K (2024-03-29)

Top changes in GAIA, INC's 2024 10-K

110 paragraphs added · 118 removed · 90 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeBlending modern science with cutting edge research around neuroplasticity, energy healing, aging, and wellness, this channel fuels our members’ pursuit of optimal health. Seeking Truth – As an alternative to mainstream media, our Seeking Truth channel provides new and enlightening perspectives for today’s changing world.
Biggest changeAlternative Healing – Our Alternative Healing channel features content focused on food and nutrition, holistic healing, alternative and integrative medicines, and longevity. Blending modern science with cutting edge research around neuroplasticity, energy healing, aging, and wellness, this channel fuels our members’ pursuit of optimal health.
Our Events+ offering consists of on-demand access to past events and the ability to participate via live streaming while events are happening. 3 Member Driven Growth Enablement – We believe the empowerment of our existing members to drive awareness of and interest in Gaia will be a key driver of future growth and engagement of the Gaia global community.
Our Gaia+ offering consists of on-demand access to past events and the ability to participate via live streaming while events are happening. 3 Member Driven Growth Enablement – We believe the empowerment of our existing members to drive awareness of and interest in Gaia will be a key driver of future growth and engagement of the Gaia global community.
Regulatory Matters The media landscape and the internet delivery of content have seen growing regulatory action. Historically, media has been highly regulated in many countries. We are seeing some of these legacy regulatory frameworks be updated and expanded to address services like ours. In particular, we are seeing some countries update their cultural support legislation to include services like Gaia.
Regulatory Matters The media landscape and the internet delivery of content have seen growing regulatory action. Historically, media has been highly regulated in many countries. We are seeing some of these legacy regulatory frameworks updated and expanded to address services like ours. In particular, we are seeing some countries update their cultural support legislation to include services like Gaia.
Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, live events, transformation-related content and more – 88% 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.
Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, live events, 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.
With the opening of the GaiaSphere, we also launched the Events+ premium annual membership to allow for digital access to these exclusive events via live streaming and on demand.
With the opening of the GaiaSphere, we also launched the Gaia+ premium annual membership to allow for digital access to these exclusive events via live streaming and on demand.
We make those reports available through our website, free of charge, as soon as reasonably practicable after these reports are filed or furnished with the Securities and Exchange Commission. We have included our website address only as inactive textual reference, and the information contained on our website is not incorporated by reference into this Form 10-K.
We make those reports available through our website, free of charge, as soon as reasonably practicable after these reports are filed or furnished with the Securities and Exchange Commission. We have included our website address only as inactive textual reference, the information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.
Our original content is developed and produced in-house in our lifestyle campus near Boulder, Colorado. Over 88% of our content is available for streaming exclusively on Gaia to most 1 internet-connected devices. By offering exclusive and unique content over a streaming service, we believe we will be able to significantly expand our target member base.
Our original content is developed and produced in-house in our lifestyle campus near Boulder, Colorado. Over 90% of our content is available for streaming exclusively on Gaia to most 1 internet-connected devices. By offering exclusive and unique content over a streaming service, we believe we will be able to significantly expand our target member base.
We believe a critical component of our success is our company culture, which begins with focusing our hiring on our current member base. The majority of our current employees came to work at Gaia after discovering our content offering and have become passionate team members that continue to help expand the impact of our mission globally.
We believe a critical component of our success is our company culture, which begins with hiring focused on our current member base. The majority of our current employees came to work at Gaia after discovering our content offering and have become passionate team members that continue to help expand the impact of our mission globally.
Over 88% of our titles are available to our members for streaming on most internet-connected devices exclusively on Gaia. Proprietary and Curated Content – Proprietary and curated content lies at the core of our business model. Our media offerings introduce members to us and help establish Gaia as an authority in the conscious media market.
Over 90% of our titles are available to our members for streaming on most internet-connected devices exclusively on Gaia. Proprietary and Curated Content – Proprietary and curated content lies at the core of our business model. Our media offerings introduce members to us and help establish Gaia as an authority in the conscious media market.
In October 2012, we launched our streaming video service and focused our efforts on growing domestically and internationally by expanding our streaming content, enhancing our user interface and extending our streaming content to even more internet-connected devices. In 2016, we divested all of our product businesses and focused on scaling our streaming video service and community.
History In 2012, we launched our streaming video service and focused our efforts on growing domestically and internationally by expanding our streaming content, enhancing our user interface and extending our streaming content to even more internet-connected devices. In 2016, we divested all of our product businesses and focused on scaling our streaming video service and community.
Our revenues are primarily derived from subscription fees for services related to streaming content to our members. See Note 2, Summary of Significant Accounting Policies – Segment Information , and Note 16, Segment Information and Geographic Information , in the accompanying notes to our consolidated financial statements for further detail.
Our revenues are primarily derived from subscription fees for services related to streaming content to our members. See Note 2, Summary of Significant Accounting Policies – Segment Information , and Note 15, Segment Information and Geographic Information , in the accompanying notes to our consolidated financial statements for further detail.
Through GaiaSphere and the Events+ premium offering, we have expanded our reach to a larger audience of talent that will contribute to our content library, as well as drive incremental revenue growth.
Through GaiaSphere and the Gaia+ premium offering, we have expanded our reach to a larger audience of talent that will contribute to our content library, as well as drive incremental revenue growth.
Our www.gaia.com website also features a library of information and articles on personal development and healthy lifestyles, along with an extensive offering of video content. We believe our website provides us with an opportunity to deepen our relationships with our members and investors, educate them on a variety of issues, and improve our service.
Our website also features a library of information and articles on personal development and healthy lifestyles, along with an extensive offering of video content. We believe our website provides us with an opportunity to deepen our relationships with our members and investors, educate them on a variety of issues and improve our service.
Our in-house produced and owned content comprises approximately 75% of our members’ viewing time. Our licensed content has initial terms ranging predominately from 3 to 10 years.
Our in-house produced and owned content comprises approximately 75% of our members’ viewing time. Our licensed content has initial terms ranging predominately from 3 to 7.5 years.
Today, approximately 43% of our members are outside of the United States. Events+ Premium Membership and GaiaSphere – In 2019, we held our inaugural event at the GaiaSphere, a 300-person live event studio located on our campus in Colorado.
Today, approximately 40% of our members are outside of the United States. Gaia+ Premium Membership and GaiaSphere – In 2019, we held our inaugural event at the GaiaSphere, a 300-person live event studio located on our campus in Colorado.
Item 1. B usiness Our Business Gaia, Inc. (“Gaia,” “we” or “us”) operates a global digital video subscription service and community that strives to connect a unique and underserved member base. Our digital content library includes over 10,000 titles and live events, with a growing selection of titles available in Spanish, German and French.
Item 1. B usiness Our Business Gaia, Inc. (“Gaia,” “we,” “us,” “our” or the “Company”) operates a global digital video subscription service and community that strives to connect a unique and underserved member base. Our digital content library includes over 10,000 titles and live events, with a growing selection of titles available in Spanish, German and French.
Today, our network includes the following channels: Yoga – Through our Yoga channel, our members enjoy unlimited access to streaming yoga, Eastern arts, and other movement-based classes. Currently, we are one of the world’s largest providers of streaming yoga classes.
Yoga – Through our Yoga channel, our members enjoy unlimited access to streaming yoga, Eastern arts, and other movement-based classes. Currently, we are one of the world’s largest providers of streaming yoga classes.
As of February 29, 2024, Gaia had approximately 109 full time employees, all of which are located in the United States. None of our employees are covered by a collective bargaining agreement. We supplement our full-time employees, with services provided by staffing organizations in other countries to support our customer service, content production and software engineering needs.
As of January 31, 2025, Gaia had 104 full time employees, all of which are located in the United States. None of our employees are covered by a collective bargaining agreement. We supplement our full-time employees with services provided by staffing organizations in other countries to support our customer service, content production and software engineering needs.
Blending ancient philosophy with anytime, anywhere access through modern technology, our classes on Eastern arts like T’ai Chi, Qigong, Ayurveda and more encourage the holistic integration of body, mind and spirit. Transformation – Through our Transformation channel, we feature a wealth of content in the niche areas of spiritual growth, personal development and expanded consciousness.
Blending ancient philosophy with anytime, anywhere access through modern technology, our classes on Eastern arts like T’ai Chi, Qigong, Ayurveda and more encourage the holistic integration of body, mind and spirit.
Rejoining members are an important source of member additions, many of which come back to Gaia after receiving special communications via email or seeing our digital advertising for new content. History Incorporated under the laws of the State of Colorado on July 7, 1988, Gaia started as a conscious media and products company distributing conscious and non-theatrical media.
Rejoining members are an important source of member additions, many of which come back to Gaia after receiving special communications via email or seeing our digital advertising for new content.
We understand yoga is more than just a physical practice and have a variety of content focused on the lifestyle and philosophy of yoga, which helps set us apart from other yoga streaming providers. • Transformation — We bring a unique focus to an otherwise crowded field.
We understand yoga is more than just a physical practice and have a variety of content focused on the lifestyle and philosophy of yoga, which helps set us apart from other yoga streaming providers. 2 Growth Drivers Our core strategy is to grow our subscription business domestically and internationally using the following drivers: Investment in Streaming Content – We believe that our investment in streaming content leads to more awareness and viewership of our unique content.
Since then we have launched Spanish, German and French language offerings. We have continued to invest in our international offerings, including original programming in these languages. In 2019, we further expanded the alternative healing content available to our members and expanded our presence and member base in this growing area of interest through our acquisition of Food Matters TV.
Since then we have launched Spanish, German and French language offerings. We have continued to invest in our international offerings, including original programming in these languages.
In addition, this focus has allowed an opportunity for significant advantages: • Yoga — We continue to build on our yoga heritage by expanding the teachers and styles in our vast content library.
Included in this channel are hundreds of recipes to help our members put their new knowledge into practice in the kitchen. • Yoga – We continue to build on our yoga heritage by expanding the teachers and styles in our vast content library.
Our original and licensed content empowers members to live stronger, healthier, more productive and enlightened lives. Alternative Healing – Our Alternative Healing channel features content focused on food and nutrition, holistic healing, alternative and integrative medicines, and longevity.
Transformation – Through our Transformation channel, we feature a wealth of content in the niche areas of spiritual growth, personal development and expanded consciousness. Our original and licensed content empowers members to live stronger, healthier, more productive and enlightened lives.
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Included in this channel are hundreds of recipes to help our members put their new knowledge into practice in the kitchen. • Seeking Truth — We offer category-leading talent that enables us to draw the most popular and authentic speakers, authors and experts in the alternative media world. 2 Growth Drivers Our core strategy is to grow our subscription business domestically and internationally using the following drivers: Investment in Streaming Content – We believe that our investment in streaming content leads to more awareness and viewership of our unique content.
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Today, our network includes the following channels: Seeking Truth – As an alternative to mainstream media, our Seeking Truth channel provides new and enlightening perspectives for today’s changing world.
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In addition, this focus has allowed an opportunity for significant advantages: • Seeking Truth – We offer category-leading talent that enables us to draw the most popular and authentic speakers, authors and experts in the alternative media world. • Transformation – We bring a unique focus to an otherwise crowded field.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we are unable to effectively upgrade our systems and network infrastructure, and take other steps to improve the efficiency of our systems, we could face system interruptions or delays that may adversely affect our operating results. 10 Our systems may be subject to damage or interruption from adverse weather conditions, natural disasters, public health issues such as pandemics or epidemics, national or international conflicts, including war, civil disturbances and terrorist attacks, rogue employees, power loss, telecommunications failures, computer viruses, computer denial of service attacks, or other attempts to harm these systems.
Biggest changeOur systems may be subject to damage or interruption from adverse weather conditions, natural disasters, public health issues such as pandemics or epidemics, national or international conflicts, including war, civil disturbances and terrorist attacks, rogue employees, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm these systems.
In addition, technology changes to our streaming functionality may require that partners update their devices. If partners do not update or otherwise modify their devices, our service and our members’ use and enjoyment could be negatively impacted. 9 We may face quarterly and seasonal fluctuations that could harm our business.
In addition, technology changes to our streaming functionality may require that partners update their devices. If partners do not 9 update or otherwise modify their devices, our service and our members’ use and enjoyment could be negatively impacted. We may face quarterly and seasonal fluctuations that could harm our business.
For example, as a result of the repeal of internet neutrality regulations in the United States, 13 broadband internet access providers may be able to charge web-based services such as ours for priority access to members, which could result in increased costs and a loss of existing users, impairment of our ability to attract new users, and material adverse effects on our business and opportunities for growth.
For example, as a result of the repeal of internet neutrality regulations in the United States, broadband internet access providers may be able to charge web-based services such as ours for priority access to members, which could result in increased costs and a loss of existing users, impairment of our ability to attract new users, and material adverse effects on our business and opportunities for growth.
These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. 16 The presence of hazardous substances on real property owned by us may adversely affect our ability to sell such real property and we may incur substantial remediation costs, thus harming our financial condition.
These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The presence of hazardous substances on real property owned by us may adversely affect our ability to sell such real property and we may incur substantial remediation costs, thus harming our financial condition.
In addition to the risks that we face in the United States, our international operations may involve risks that could adversely affect our business, including the following: the need to adapt our content and user interfaces for specific cultural and language differences, including licensing a certain portion of our content library before we have developed a full appreciation for its performance within a given territory; difficulties and costs associated with staffing and managing foreign operations; management distraction; international conflicts, including war, civil disturbances and terrorist attacks; political or social unrest and economic instability; public health issues such as pandemics or epidemics; compliance with U.S. laws, such as the Foreign Corrupt Practices Act, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; unexpected changes in regulatory requirements; less favorable foreign intellectual property laws; adverse tax consequences such as those related to repatriation of cash from foreign jurisdictions into the United States, non-income related taxes, changes in tax laws or their interpretations, or the application of judgment in determining our global provision for income taxes and other tax liabilities given inter-company transactions and calculations where the ultimate tax determination is uncertain; fluctuations in currency exchange rates, which could impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk; profit repatriation and other restrictions on the transfer of funds; differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as credit and debit cards; new and different sources of competition; different and more stringent user protection, data protection, privacy and other laws; and availability of reliable broadband connectivity and wide area networks in targeted areas for expansion.
In addition to the risks that we face in the United States, our international operations may involve risks that could adversely affect our business, including the following: the need to adapt our content and user interfaces for specific cultural and language differences, including licensing a certain portion of our content library before we have developed a full appreciation for its performance within a given territory; difficulties and costs associated with staffing and managing foreign operations; management distraction; international conflicts, including war, civil disturbances and terrorist attacks; political or social unrest and economic instability; public health issues such as pandemics or epidemics; compliance with U.S. anti-corruption laws, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; unexpected changes in regulatory requirements; less favorable foreign intellectual property laws; adverse tax consequences such as those related to repatriation of cash from foreign jurisdictions into the United States, non-income related taxes, changes in tax laws or their interpretations, or the application of judgment in determining our global provision for income taxes and other tax liabilities given inter-company transactions and calculations where the ultimate tax determination is uncertain; fluctuations in currency exchange rates, which could impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk; profit repatriation and other restrictions on the transfer of funds; differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as credit and debit cards; new and different sources of competition; different and more stringent user protection, data protection, privacy and other laws; and availability of reliable broadband connectivity and wide area networks in targeted areas for expansion.
We may also be required to notify regulators about any actual or perceived data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods. Additionally, we could face legal claims or regulatory fines or penalties for such a breach.
We may also be required to notify regulators about any actual or perceived data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods. Additionally, we 11 could face legal claims or regulatory fines or penalties for such a breach.
Such tax assessments, penalties and interest or future requirements by any government agencies related to indirect tax laws could harm our international operations and our overall business, and results of our operations. 15 Risks Related to Liquidity We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common shareholders.
Such tax assessments, penalties and interest or future requirements by any government agencies related to indirect tax laws could harm our international operations and our overall business, and results of our operations. Risks Related to Liquidity We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common shareholders.
The decision to obtain additional capital will depend on, among other things, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, our shareholders may experience dilution, and such securities may have rights, preferences or privileges senior to the rights of our common stock.
The decision to obtain additional capital will depend on, among other things, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, our 15 shareholders may experience dilution, and such securities may have rights, preferences or privileges senior to the rights of our common stock.
Our acquisition and new initiative strategies involve significant risks that could inhibit our growth and negatively impact our operating results, including the following: our ability to identify suitable acquisition candidates or new initiatives at acceptable prices; our ability to complete the acquisitions of candidates that we identify or develop our new initiatives; our ability to compete effectively for available acquisition opportunities; increases in asking prices by acquisition candidates to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria; diversion of management’s attention to expansion efforts; unanticipated costs and contingent liabilities associated with acquisitions and new initiatives; failure of acquired businesses or new initiatives to achieve expected results; our failure to retain key customers or personnel of acquired businesses and difficulties entering markets in which we have no or limited experience.
Our acquisition and new initiative strategies involve significant risks that could inhibit our growth and negatively impact our operating results, including the following: our ability to identify suitable acquisition candidates or new initiatives at acceptable prices; our ability to complete the acquisitions of candidates that we identify or development of our new initiatives; our ability to compete effectively for available acquisition opportunities; increases in asking prices by acquisition candidates to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria; diversion of management’s attention to expansion efforts; unanticipated costs and contingent liabilities associated with acquisitions and new initiatives; failure of acquired businesses or new initiatives to achieve expected results; our failure to retain key customers or personnel of acquired businesses and difficulties entering markets in which we have no or limited experience.
The discovery of material environmental liabilities attached to such real property could adversely affect our results of operations and financial condition. Any of these events, in combination or individually, could disrupt our business and adversely affect our business, financial condition, results of operations and cash flows. Item 1B. Unresolve d Staff Comments Not applicable.
The discovery of material environmental liabilities attached to such real property could adversely affect our results of operations and financial condition. Any of these events, in combination or individually, could disrupt our business and adversely affect our business, financial condition, results of operations and cash flows. 16 Item 1B. Unresolve d Staff Comments Not applicable.
If we are unable to successfully compete with current and new competitors, programs and technologies, our business will be adversely affected, and we may not be able to increase market share and revenues, and achieve profitability. We have had operating losses, and we cannot assure future profitability.
If we are unable to successfully compete with current and new competitors, programs and technologies, our business will be adversely affected and we may not be able to increase market share and revenues and/ or achieve profitability. We have had operating losses, and we cannot assure future profitability.
We currently hold various domain names, including www.gaia.com and www.gaiamtv.com. Failure to protect our domain names could adversely affect our reputation and make it more difficult for users to find our website and our service.
We currently hold various domain names, including www.gaia.com and www.gaiamtv.com. Failure to protect our domain names could adversely affect our reputation and make it more difficult for users to find our website and our 12 service.
Rysavy holds approximately 76% of our voting stock and is able to exert substantial influence over and 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 holds approximately 75% of our voting stock and is able to exert substantial influence over and 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.
We compete for screen viewing time with multichannel video programming distributors providing free-on-demand content through authenticated internet applications, internet-based movie and TV content providers, including both those that provide legal and illegal (or pirated) streaming video content, and streaming video retail stores, video game providers, as well as user-generated content and, more broadly, other sources of entertainment among others.
We compete for screen viewing time with multichannel video programming distributors providing free-on-demand content through authenticated internet applications, internet-based movie and TV content providers, including both those that provide legal and illegal (or pirated) streaming video content, streaming video retail stores, and video game providers, as well as user-generated content, some of which are by professional content creators, and, more broadly, other sources of entertainment, among others.
Risks Related to Ownership of Our Class A Common Stock Our founder and chairman, Jirka Rysavy, has voting control over us. Mr. Rysavy holds 100% of our 5,400,000 outstanding shares of Class B common stock and also owns 575,061 shares of Class A common stock.
Risks Related to Ownership of Our Class A Common Stock Our founder and chairman, Jirka Rysavy, has voting control over us. Mr. Rysavy holds 100% of our 5,400,000 outstanding shares of Class B common stock and also owns 291,682 shares of Class A common stock.
We reported net loss of $5.6 million in 2023 compared to net loss of $3.6 million in 2022. Additionally, we reported net losses during several prior years as a result of continued investment in member acquisition efforts to drive revenue growth.
We reported net loss of $5.4 million in 2024 compared to net loss of $5.6 million in 2023. Additionally, we reported net losses during several prior years as a result of continued investment in member acquisition efforts to drive revenue growth.
Risks Related to International Operations We could be subject to economic, political, regulatory and other risks arising from international operations. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks that may be different from and incremental to those in the United States.
Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks that may be different from and incremental to those in the United States.
Our intellectual property rights extend to our technology, business processes and the content on our website. We use the intellectual property of third parties in marketing and providing our services through contractual and other rights. From time to time, third parties may allege that we have violated their intellectual property rights.
We use the intellectual property of third parties in marketing and providing our services through contractual and other rights. From time to time, third parties may allege that we have violated their intellectual property rights.
For these reasons, should an unauthorized intrusion into our members’ data occur, our business could be adversely affected. 11 We rely on proprietary technology to stream content and to manage other aspects of our operations, and the failure of this technology to operate effectively could adversely affect our business. We continually enhance or modify the technology used for our operations.
We rely on proprietary technology to stream content and to manage other aspects of our operations, and the failure of this technology to operate effectively could adversely affect our business. We continually enhance or modify the technology used for our operations.
We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. 12 Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our website, title selection processes, content and marketing activities.
We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.
The costs relating to any data breach could be material, and we currently do not carry insurance against the risk of a data breach.
The costs relating to any data breach could be material, and we currently do not carry insurance against the risk of a data breach. For these reasons, should an unauthorized intrusion into our members’ data occur, our business could be adversely affected.
The adoption or modification of any laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting internet neutrality, could decrease the demand for our service and increase our cost of doing business.
If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model. 13 The adoption or modification of any laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting internet neutrality, could decrease the demand for our service and increase our cost of doing business.
For example, the identified material weaknesses resulted in material adjustments to the consolidated financial statements for the year ending December 31, 2022, and each of the interim periods ended March 31, 2022 through September 30, 2023.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. In connection with the restatement of our previously issued consolidated financial statements for the year ending December 31, 2022, and each of the interim periods ended March 31, 2022 through September 30, 2023, we previously identified material weaknesses in our internal control over financial reporting.
There is an increasing focus from regulators, investors, members and other stakeholders on environmental, social and governance (“ESG”) matters, both in the United States and internationally. To the extent the content we distribute and the manner in which we produce content creates ESG related concerns, our reputation may be harmed.
There is an increasing focus from regulators, investors, members and other stakeholders on sustainability matters, both in the United States and internationally.
Our inability to remediate the material weaknesses, our discovery of additional weaknesses, and our inability to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting, could adversely affect our results of operations, our stock price and investor confidence in our company.
Risks Related to Internal Control If we are unable to maintain an effective system of disclosure controls and procedures and internal controls over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our results of operations, our stock price and investor confidence in our company.
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If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model.
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To the extent we are unable to meet regulatory or industry standards or investor expectations on sustainability matters or the content we distribute and the manner in which we produce content creates sustainability-related concerns, our reputation may be harmed.
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Risks Related to our Material Weakness and Restatements We have identified material weaknesses in our internal control over financial reporting and those weaknesses have led to a conclusion that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2023.
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If we are unable to effectively upgrade our systems and network infrastructure and take other steps to improve the 10 efficiency of our systems, we could face system interruptions or delays that may adversely affect our operating results.
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Section 404 of the Sarbanes-Oxley Act of 2002 requires that companies evaluate and report on the effectiveness of their internal control over financial reporting. As disclosed in more detail under Item 9A, “Controls and Procedures” below, we have identified material weaknesses as of December 31, 2023 in our internal control over financial reporting.
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Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our website, title selection processes, content and marketing activities. Our intellectual property rights extend to our technology, business processes and the content on our website.
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Due to the material weaknesses in our internal control over financial reporting, we have also concluded our disclosure controls and procedures were not effective as of December 31, 2023.
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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.
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Failure to have effective internal control over financial reporting and disclosure controls and procedures can impair our ability to produce accurate financial statements on a timely basis and has led and could again lead to a restatement of our financial statements.
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While our previous material weaknesses have been remediated, if we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.
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If, as a result of the ineffectiveness of our internal control over financial reporting and disclosure controls and procedures, we cannot provide reliable financial statements, our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and our ability to obtain additional financing, or additional financing on favorable terms, could be adversely affected.
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In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result.
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Our management has taken action to begin remediating the material weaknesses; however, certain remedial actions have not started or have only recently been undertaken, and while we expect to continue to implement our remediation plans throughout the fiscal year ending December 31, 2024, we cannot be certain as to when remediation will be fully completed.
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We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. 14 Risks Related to International Operations We could be subject to economic, political, regulatory and other risks arising from international operations.
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Additional details regarding the initial remediation efforts are disclosed in more detail in Part II, Item 9A, “Controls and Procedures” below. In addition, we could in the future identify additional internal control deficiencies that could rise to the level of a material weakness or uncover other errors in financial reporting.
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During the course of our evaluation, we may identify areas requiring improvement and may be required to design additional enhanced processes and controls to address issues identified through this review.
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In addition, there can be no assurance that such remediation efforts will be successful, that our internal control over financial reporting will be effective as a result of these efforts or that any such future deficiencies identified may not be material weaknesses that would be required to be reported in future periods.
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If we fail to remediate these material weaknesses and maintain effective disclosure controls and procedures or internal control over financial reporting, we may not be able to rely on the integrity of our financial results, which could result in inaccurate or additional late reporting of our financial results, as well as delays or the inability to meet our future reporting obligations or to comply with SEC rules and regulations.
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This could result in claims or proceedings against us, including by shareholders or the SEC. The defense of any such claims could cause the diversion of the Company’s attention and resources and could cause us to incur significant legal and other expenses even if the matters are resolved in our favor.
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We reached a determination to restate certain of our previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise reputational issues. 14 As discussed in Part II, Item 8 “Financial Statements and Supplementary Data - “Notes to Consolidated Financial Statements,” we reached a determination to restate our consolidated financial statements and related disclosures for the year ending December 31, 2022, and each of the interim periods ended March 31, 2022 through September 30, 2023.
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The restatement also included other immaterial adjustments to historical periods.
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As a result, we have incurred unanticipated costs for accounting and legal fees in connection with or related to the restatement, and have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s Senior Director of Operations/IT has served in various roles in information technology and information security at Gaia for over 17 years. Our commitment to cybersecurity extends beyond our internal operations. We work closely with trusted third-party vendors and partners to ensure that they also meet our rigorous security standards.
Biggest changeThe Company’s Senior Director of Operations/IT has served in various roles in information technology and information security at Gaia for over 18 years. Our commitment to cybersecurity extends beyond our internal operations. We work closely with trusted third-party vendors and partners to ensure that they also meet our rigorous security standards.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn connection with the transaction, Boulder Road leased the property pursuant to a master lease for a term extending through September 30, 2030, with two five-year extensions. Gaia guaranteed Boulder Road’s obligations under the master lease. Our Colorado facility is subject to a $13.0 million mortgage with First Interstate Bank as lender.
Biggest changeIn connection with the transaction, Boulder Road leased the property pursuant to a master lease for a term extending through September 30, 2030, with two five-year extensions. Gaia guaranteed Boulder Road’s obligations under the master lease.
Production Studio Owned 17 On September 9, 2020, our wholly owned subsidiary Boulder Road sold a 50% undivided interest in a portion of our Colorado campus to Westside Boulder, LLC. Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities.
Production Studio Owned On September 9, 2020, our wholly owned subsidiary Boulder Road sold a 50% undivided interest in a portion of our Colorado campus to Westside Boulder, LLC. Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities.
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Our Colorado facility is subject to a $13.0 million mortgage with First Interstate Bank as lender, with a remaining balance of $11.6 million as of December 31, 2024. 17

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn the opinion of management, based on available information, 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, 2023 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.
Biggest changeIn the opinion of management, based on available information, 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, 2024 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEquity Compensation Plan Information The following table summarizes equity compensation plan information for our Class A common stock at December 31, 2023: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) Equity compensation plans approved by security holders 1,762,017 $ 8.19 517,115 Equity compensation plans not approved by security holders — — — Total 1,762,017 $ 8.19 517,115 Item 6.
Biggest changeEquity Compensation Plan Information The following table summarizes equity compensation plan information for our Class A common stock at December 31, 2024: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) Equity compensation plans approved by security holders 1,484,837 $ 8.33 449,971 Equity compensation plans not approved by security holders — — — Total 1,484,837 $ 8.33 449,971 Item 6.
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Stock Price History Our Class A common stock is listed on the NASDAQ Global Market under the symbol “GAIA”. On March 28, 2024, we had 3,218 shareholders of record of our Class A common stock and one shareholder of record (Mr.
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Stock Price History Our Class A common stock is listed on the NASDAQ Global Market under the symbol “GAIA”. On March 7, 2025, we had 3,152 shareholders of record of our Class A common stock and one shareholder of record (Mr.
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Rysavy) of our Class B common stock. Stock Repurchases During 2023, we entered into various treasury stock transactions to buy and hold shares of our Class A common stock. The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of 2023.
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Rysavy) of our Class B common stock. Stock Repurchases None. Issuer Purchases of Registered Equity Securities None. 18 Dividend Policy We have not paid any dividends since the start of the streaming business.
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Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Amount That May Yet Be Purchased Under the Plans or Programs October 1, 2023 – October 31, 2023 — $ — — $ — November 1, 2023 – November 30, 2023 64,805 2.62 — — December 1, 2023 – December 31, 2023 — — — — Total 64,805 $ 2.62 — $ — Issuer Purchases of Registered Equity Securities None. 18 Dividend Policy We have not paid any dividends since the start of the streaming business.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear 2023 Quarters Ended (Unaudited) (As restated) (in thousands, except per share data) March 31 June 30 September 30 December 31 Revenues, net $ 19,647 $ 19,839 $ 20,223 $ 20,714 Gross profit 16,874 17,000 17,240 17,680 Gross profit margin 85.9 % 85.7 % 85.2 % 85.4 % Equity method investment loss (125 ) (125 ) (125 ) (126 ) Loss from continuing operations (1,268 ) (1,843 ) (713 ) (1,771 ) Net loss (1,268 ) (1,843 ) (713 ) (1,771 ) Net income attributable to noncontrolling interests 38 45 59 65 Net loss attributable to common shareholders (1,306 ) (1,888 ) (772 ) (1,836 ) Loss per share Basic Continuing operations (attributable to common shareholders) $ (0.06 ) $ (0.09 ) $ (0.04 ) $ (0.08 ) Discontinued operations $ — $ — $ — $ — Basic loss per share $ (0.06 ) $ (0.09 ) $ (0.04 ) $ (0.08 ) Diluted Continuing operations (attributable to common shareholders) $ (0.06 ) $ (0.09 ) $ (0.04 ) $ (0.08 ) Discontinued operations $ — $ — $ — $ — Diluted loss per share $ (0.06 ) $ (0.09 ) $ (0.04 ) $ (0.08 ) Weighted average shares outstanding Basic 20,826 20,874 21,154 23,148 Diluted 20,826 20,874 21,154 23,148 23 Year 2022 Quarters Ended (Unaudited) (As restated) (in thousands, except per share data) March 31 June 30 September 30 December 31 Revenues, net $ 21,831 $ 20,720 $ 19,907 $ 19,577 Gross profit 18,926 17,961 17,259 16,974 Gross margin 86.7 % 86.7 % 86.7 % 86.7 % Equity method investment loss (129 ) (135 ) (125 ) (122 ) Income (loss) from continuing operations 122 123 (2,493 ) (987 ) Loss from discontinued operations (161 ) (132 ) (7 ) (60 ) Net loss (39 ) (9 ) (2,500 ) (1,047 ) Net income attributable to noncontrolling interests 65 65 34 132 Net loss attributable to common shareholders (104 ) (74 ) (2,534 ) (1,179 ) Loss per share Basic Continuing operations (attributable to common shareholders) $ — $ — $ (0.12 ) $ (0.05 ) Discontinued operations $ (0.01 ) $ (0.01 ) $ — $ — Basic loss per share $ (0.01 ) $ (0.01 ) $ (0.12 ) $ (0.05 ) Diluted Continuing operations (attributable to common shareholders) $ — $ — $ (0.12 ) $ (0.05 ) Discontinued operations $ (0.01 ) $ (0.01 ) $ — $ — Diluted loss per share $ (0.01 ) $ (0.01 ) $ (0.12 ) $ (0.05 ) Weighted average shares outstanding Basic 20,465 20,788 20,806 20,806 Diluted 20,816 20,795 20,806 20,806 Our member base growth reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing.
Biggest changeYear 2024 Quarters Ended (Unaudited) (in thousands, except per share data) March 31 June 30 September 30 December 31 Revenues, net $ 21,693 $ 22,081 $ 22,156 $ 24,433 Gross profit 18,525 18,666 19,055 21,564 Gross profit margin 85.4 % 84.5 % 86.0 % 88.3 % Net loss (971 ) (2,163 ) (1,500 ) (764 ) Net income attributable to noncontrolling interests 74 30 (308 ) 39 Net loss attributable to common shareholders (1,045 ) (2,193 ) (1,192 ) (803 ) Loss per share Basic (attributable to common shareholders) $ (0.05 ) $ (0.09 ) $ (0.05 ) $ (0.03 ) Diluted (attributable to common shareholders) $ (0.05 ) $ (0.09 ) $ (0.05 ) $ (0.03 ) Weighted average shares outstanding Basic 23,161 23,372 23,404 23,402 Diluted 23,161 23,372 23,404 23,402 22 Year 2023 Quarters Ended (Unaudited) (in thousands, except per share data) March 31 June 30 September 30 December 31 Revenues, net $ 19,647 $ 19,839 $ 20,223 $ 20,714 Gross profit 16,874 17,000 17,240 17,680 Gross margin 85.9 % 85.7 % 85.2 % 85.4 % Equity method investment loss (125 ) (125 ) (125 ) (126 ) Net loss (1,268 ) (1,843 ) (713 ) (1,771 ) Net income attributable to noncontrolling interests 38 45 59 65 Net loss attributable to common shareholders (1,306 ) (1,888 ) (772 ) (1,836 ) Loss per share Basic (attributable to common shareholders) $ (0.06 ) $ (0.09 ) $ (0.04 ) $ (0.08 ) Diluted (attributable to common shareholders) $ (0.06 ) $ (0.09 ) $ (0.04 ) $ (0.08 ) Weighted average shares outstanding Basic 20,826 20,874 21,154 23,148 Diluted 20,826 20,874 21,154 23,148 Our member base growth reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing.
Overview and Outlook We operate a global digital video subscription service with a library of over 10,000 titles 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.
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.
The Credit Agreement provides for a revolving credit facility in an aggregate amount of up to $10.0 million with a sublimit of $1.0 million available for issuances of letters of credit. Borrowings under the Credit Agreement are 26 available for working capital and general corporate purposes, but not to fund any permitted acquisitions or other investments.
The Credit Agreement provides for a revolving credit facility in an aggregate amount of up to $10.0 million with a sublimit of $1.0 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 permitted acquisitions or other investments.
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 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. 20 We are a Colorado corporation.
No impairment charges were recorded during 2023 or 2022. 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.
No impairment charges were recorded during 2024 or 2023. 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.
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; our ability to remediate the material weaknesses in our internal control over financial reporting; and other risks and uncertainties included in our filings with the SEC.
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.
Our principal and executive office is located at 833 West South Boulder Road, Louisville, CO 80027-2452. Our telephone number at that address is (303) 222-3600.
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.
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 this Form 10-K.
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 this Annual Report on Form 10-K.
Note 2 to the consolidated financial statements in Item 8 of this Form 10-K summarizes the significant accounting policies and methods used in the preparation of our consolidated financial statements.
Note 2 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K summarizes the significant accounting policies and methods used in the preparation of our consolidated financial statements.
The results of these approaches are evaluated against the Company’s market capitalization for reasonableness. 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.
The results of these approaches are evaluated against the Company’s market capitalization for reasonableness. 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 2024 and 2023, no impairment of goodwill was recognized.
We generated approximately $5.9 million in cash flows from operations during 2023, which helped fund the ongoing investment in our content library and the technology platform we use to deliver the content to our members. We intend to invest approximately 10%-20% of our consolidated revenues each year to support continued investment in our content library and technology platform.
We generated approximately $6.9 million in cash flows from operations during 2024, which helped fund the ongoing investment in our content library and the technology platform we use to deliver the content to our members. We intend to invest approximately 15%-20% of our consolidated revenues each year to support continued investment in our content library and technology platform.
A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.
The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.
Our licensed media library is obtained through license arrangements. Generally, we pay an advance against a percentage royalty or an upfront license fee in exchange for the distribution rights for a specific license window, but we may also obtain a license for a fixed fee for perpetuity. These payments are capitalized at the time of payment.
Generally, we pay an advance against a percentage royalty or an upfront license fee in exchange for the distribution rights for a specific license window, but we may also obtain a license for a fixed fee for perpetuity. These payments are capitalized at the time of payment.
This spending is entirely discretionary in nature with no contractual commitments and due to our in-house production capabilities, we can scale our content investment based on the cash flows generated from operations if necessary to ensure we have sufficient liquidity to operate our business into the future. As of December 31, 2023, our cash balance was $7.8 million.
This spending is entirely discretionary in nature with no contractual commitments and due to our in-house production capabilities, we can scale our content investment based on the cash flows generated from operations if necessary to ensure we have sufficient liquidity to operate our business into the future.
Certain agreements also include an ongoing royalty obligation, which entitles the licensor to a share of the revenues generated from the licensed works. These expenses are calculated and accrued on a monthly basis and included in costs of revenues. We pay these accrued royalties on a quarterly basis and therefore have included the related liability in accrued liabilities.
Certain agreements also include an ongoing royalty obligation, which entitles the licensor to a share of the revenues generated from the licensed works. These expenses are calculated and accrued on a monthly basis and included in costs of revenues.
The loan is secured by a deed of trust, assignment of rents, security agreement and fixture filing on our corporate campus and is guaranteed by Gaia. On August 25, 2022, Gaia entered into a Credit and Security Agreement with KeyBank National Association.
The loan is secured by a deed of trust, assignment of rents, security agreement and fixture filing on our corporate campus and is guaranteed by Gaia. The loan has a remaining balance of $11.6 million as of December 31, 2024. On August 25, 2022, Gaia entered into a Credit and Security Agreement with KeyBank National Association.
During 2023 and 2022, no impairment of goodwill was indicated. 25 Income Taxes and Deferred Tax Balances Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes.
Income Taxes and Deferred Tax Balances Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes.
The value of our acquired media library consists of the acquisition date fair value of media assets obtained through asset acquisitions and business combinations recorded at the estimated fair value of the titles acquired, which is based on a number of factors, including the number of titles, the total hours of content, the production quality and age of the acquired media assets.
We pay these accrued royalties on a quarterly basis and therefore have included the related liability in accrued liabilities. 23 The value of our acquired media library consists of the acquisition date fair value of media assets obtained through asset acquisitions and business combinations recorded at the estimated fair value of the titles acquired, which is based on a number of factors, including the number of titles, the total hours of content, the production quality and age of the acquired media assets.
Class A Common Stock Offering On October 2, 2023, we entered into an underwriting agreement with Lake Street Capital Markets, LLC (the Underwriter) relating to the offer and sale of 1,855,000 shares of our Class A common stock ($0.0001 par value) (the Shares).
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”).
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.
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.
We began to generate positive cash flows from operations since 2020 and have continued to generate cash flows from operations each subsequent quarter. We expect to continue generating positive cash flows from operations during 2024.
There was no outstanding balance as of December 31, 2024. We began to generate positive cash flows from operations since 2020 and have continued to generate positive cash flows from operations each subsequent quarter. We expect to continue generating positive cash flows from operations during 2025.
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. 24 The value of our produced media library consists of capitalized costs incurred to produce original media content, including salary and overhead costs of our in-house production team and other third-party costs.
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.
Results of Operations The table below summarizes certain of our results for the periods indicated: Years ended December 31, (in thousands, except per share data) 2023 2022 (As restated) Revenues, net $ 80,423 $ 82,035 Cost of revenues 11,629 10,915 Gross profit margin 85.5 % 86.7 % Selling and operating 67,156 64,155 Corporate, general and administration 6,205 7,181 Acquisition costs — 49 Loss from operations (4,567 ) (265 ) Equity method investment loss (501 ) (511 ) Interest and other expense, net (467 ) (257 ) SEC settlement — (2,000 ) Loss before income taxes (5,535 ) (3,033 ) Provision for income taxes 60 202 Loss from continuing operations (5,595 ) (3,235 ) Loss from discontinued operations — (360 ) Net loss $ (5,595 ) $ (3,595 ) Net income attributable to noncontrolling interests 207 296 Net loss attributable to common shareholders (5,802 ) (3,891 ) 21 The following table sets forth certain financial data as a percentage of revenues, net for the periods indicated: Years ended December 31, 2023 2022 (As restated) Revenues, net 100.0 % 100.0 % Cost of revenues 14.5 % 13.3 % Gross profit margin 85.5 % 86.7 % Expenses: Selling and operating 83.5 % 78.2 % Corporate, general and administration 7.7 % 8.8 % Acquisition costs 0.0 % 0.1 % Total operating expenses 91.2 % 87.0 % Loss from operations (5.7 )% (0.3 )% Equity method investment loss (0.6 )% (0.6 )% Interest and other expense, net (0.6 )% (0.3 )% SEC settlement 0.0 % (2.4 )% Loss before income taxes (6.9 )% (3.7 )% Provision for (benefit from) income taxes 0.1 % 0.2 % Loss from continuing operations (7.0 )% (3.9 )% Loss from discontinued operations 0.0 % (0.4 )% Net loss (7.0 )% (4.4 )% Net income attributable to noncontrolling interests 0.3 % 0.4 % Net loss attributable to common shareholders (7.2 )% (4.7 )% Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Revenues, net .
Results of Operations The table below summarizes certain of our results for the periods indicated: Years ended December 31, (in thousands, except per share data) 2024 2023 Revenues, net $ 90,363 $ 80,423 Cost of revenues 12,553 11,629 Gross profit margin 86.1 % 85.5 % Selling and operating 75,982 67,156 Corporate, general and administration 7,761 6,205 Loss from operations (5,933 ) (4,567 ) Equity method investment loss — (501 ) Interest and other income (expense), net 501 (467 ) Loss before income taxes (5,432 ) (5,535 ) Income tax (benefit) expense (34 ) 60 Net loss $ (5,398 ) $ (5,595 ) Net (loss) income attributable to noncontrolling interests (165 ) 207 Net loss attributable to common shareholders (5,233 ) (5,802 ) The following table sets forth certain financial data as a percentage of revenues, net for the periods indicated: Years ended December 31, 2024 2023 Revenues, net 100.0 % 100.0 % Cost of revenues 13.9 % 14.5 % Gross profit margin 86.1 % 85.5 % Operating expenses: Selling and operating 84.1 % 83.5 % Corporate, general and administration 8.6 % 7.7 % Total operating expenses 92.7 % 91.2 % Loss from operations (6.6 )% (5.7 )% Equity method investment loss 0.0 % (0.6 )% Interest and other income (expense), net 0.6 % (0.6 )% Loss before income taxes (6.0 )% (6.9 )% Income tax (benefit) expense (0.0 )% 0.1 % Net loss (6.0 )% (7.0 )% Net (loss) income attributable to noncontrolling interests (0.2 )% 0.3 % Net loss attributable to common shareholders (5.8 )% (7.2 )% Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues, net .
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.
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.
Cash Flows The following table summarizes our primary sources (uses) of cash during the periods presented: Years ended December 31, (in thousands) 2023 2022 (As restated) Net cash provided by (used in): Operating activities - continuing operations $ 5,870 $ 2,040 Operating activities - discontinued operations $ — $ (360 ) Operating activities $ 5,870 $ 1,680 Investing activities $ (5,282 ) $ (9,264 ) Financing activities $ (4,384 ) $ 8,877 Net (decrease) increase in cash $ (3,796 ) $ 1,293 2023 Compared to 2022 Operating activities .
Cash Flows The following table summarizes our primary sources (uses) of cash during the periods presented: Years ended December 31, (in thousands) 2024 2023 Net cash provided by (used in): Operating activities $ 6,923 $ 5,870 Investing activities $ (14,998 ) $ (5,282 ) Financing activities $ 6,169 $ (4,384 ) Net decrease in cash $ (1,906 ) $ (3,796 ) 2024 Compared to 2023 Operating activities .
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 – 88% of which is exclusively available to our members for digital streaming on most internet-connected devices. 20 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.
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.
As we have historically had cumulative losses, we have not released the current valuation allowance. The timing of the release of the valuation allowance will be dependent on cumulative income for a period of 36 months and an expectation that we will not have cumulative losses in the future.
The timing of the release of the valuation allowance will be dependent on cumulative income for a period of 36 months and an expectation that we will not have cumulative losses in the future. 24 A tax position must meet a minimum probability threshold before a financial statement benefit is recognized.
The increase was primarily driven by tax accruals for 2023. Corporate, general and administration expenses . Corporate, general and administration expenses decreased $1.0 million, or 13.9%, to $6.2 million during 2023 from $7.2 million during 2022 and, as a percentage of net revenue, decreased to 7.7% during 2023 from 8.8% during 2022.
Corporate, general and administration expenses . Corporate, general and administration expenses increased $1.6 million, or 25.8%, to $7.8 million during 2024 from $6.2 million during 2023 and, as a percentage of net revenue, increased to 8.6% during 2024 from 7.7% during 2023.
The decrease was primarily driven by higher legal fees and stock compensation expense during 2022. Interest and other income (expense), net. Interest and other income (expense), net decreased $(0.2) million to $(0.5) million during 2023 compared to $(0.3) million during 2022.
The increase was primarily driven by higher accounting and audit fees, legal fees, and stock compensation expense during 2024. Interest and other income (expense), net. Interest and other income (expense), net increased $1.0 million to $0.5 million during 2024 compared to $(0.5) million during 2023. This increase was primarily driven by a non-recurring gain from a majority owned subsidiary.
Cost of revenues increased $0.7 million, or 6.4%, to $11.6 million during 2023 from $10.9 million during 2022, with gross profit margin of 85.5% in the current year compared to 86.7% in 2022. The increase in the cost of revenues is driven mainly by increased paid advertising costs.
Cost of revenues increased $0.9 million, or 8.6%, to $12.6 million during 2024 from $11.6 million during 2023, with gross profit margin of 86.1% in the current year compared to 85.5% in 2023. The increase in the cost of revenues primarily related to the increase in prices and revenue mix. 21 Selling and operating expenses .
In our opinion, this unaudited financial information includes all adjustments, consisting solely of normal recurring accruals and adjustments, necessary for a fair presentation of the results of operations for the quarters presented. You should read this financial information in conjunction with our consolidated financial statements and related notes included elsewhere in this Form 10-K.
Quarterly and Seasonal Fluctuations The following tables set forth our unaudited results of operations for each of the quarters in 2024 and 2023. The unaudited financial information includes all adjustments, consisting solely of normal recurring accruals and adjustments, necessary for a fair presentation of the results of operations for the quarters presented.
We sold the Shares to the Underwriter at the public offering price of $2.70 per share less underwriting discounts and commissions, resulting in net proceeds of $4.7 million. We provided a 30-day option to the Underwriter to purchase up to an additional 278,250 Shares to cover over-allotments.
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 $7.4 million. The offering was made pursuant to a registration statement on Form S-3.
Cash flows from operations increased $4.2 million during 2023 compared to 2022. This increase was primarily driven by improvements in working capital driven by several factors including timing of payments to vendors and an increase in direct membership subscriptions. 27 Investing activities .
Cash flows from operations increased $1.1 million during 2024 compared to 2023. This increase was primarily driven by an increase in direct membership subscriptions. Investing activities . Cash flow used in investing activities increased $9.7 million during 2024 compared to 2023 due to impacts from the technology license purchase. Financing activities .
The gross profit margin decrease is due to the combination of increased costs with lower revenues. Selling and operating expenses . Selling and operating expenses increased $3.0 million, or 4.7%, to $67.2 million during 2023 from $64.2 million during 2022 and, as a percentage of revenues, increased to 83.5% during 2023 from 78.2% during 2022.
Selling and operating expenses increased $8.8 million, or 13.1%, to $76.0 million during 2024 from $67.2 million during 2023 and, as a percentage of revenues, increased to 84.1% during 2024 from 83.5% during 2023. The increase was driven primarily by an increase in marketing expense in addition to the absence of an ERTC benefit recognized in the prior year.
Provision for income taxes reflects a current year provision of $0.1 million compared to the prior year provision of $0.2 million from income taxes due to the partial valuation allowance release related to the recognition of deferred tax liabilities associated with the acquisition of Yoga International, Food Matters, and My Yoga Online. 22 Quarterly and Seasonal Fluctuations The following tables set forth our unaudited results of operations for each of the quarters in 2023 and 2022.
Income tax (benefit) expense. Income tax (benefit) expense reflects a current year provision of $(0.0) million compared to the prior year provision of $0.1 million from income taxes due to a decrease in the deferred tax liability associated with goodwill.
Removed
Restatement of Previously Issued Consolidated Financial Statements: We have restated our previously issued consolidated financial statements contained in this Annual Report on Form 10-K. Refer to the “Explanatory Note” preceding Item 1, Business, for background on the restatement, the fiscal periods impacted, control considerations, and other information.
Added
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.
Removed
In addition, we have restated certain previously reported consolidated financial information at December 31, 2022 and for the fiscal year ended December 31, 2022, and for each of the interim periods ended March 31, 2022 through September 30, 2023 in this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, including but not limited to information within the Results of Operations, Quarterly and Seasonal Fluctuations, and Cash Flows sections.
Added
Revenues, net increased $9.9 million, or 12.4%, to $90.4 million during 2024, compared to $80.4 million during 2023. This was primarily driven by an increase in member count as well as an increase in Average Revenue Per User (“ARPU”). Cost of revenues .
Removed
See Note 3, Restatement of Previously Issued Consolidated Financial Statements, and Note 17 Quarterly Financial Data (Unaudited), in Item 8, Financial Statements and Supplementary Data, for additional information related to the restatement, including descriptions of the misstatements and the impacts on our consolidated financial statements.
Added
You should read this financial information in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The results of operations for any quarter are not necessarily indicative of future results of operations.
Removed
This content is specifically targeted to a unique member base that is interested in alternatives and supplements to the content provided by mainstream media. We have grown these content options both organically through our own productions and through strategic acquisitions.
Added
The value of our produced media library consists of capitalized costs incurred to produce original media content, including salary and overhead costs of our in-house production team and other third-party costs. Our licensed media library is obtained through license arrangements.
Removed
Revenues, net decreased $1.6 million, or 2.0%, to $80.4 million during 2023, compared to $82.0 million during 2022. The primary contributing factor to the decrease in revenue is a lower average-subscriber count for 2023 versus 2022. The reduced count is due to the industry-wide post-COVID subscriber contraction in the second half of 2022 and subsequent recovery. Cost of revenues .
Added
As we have historically had cumulative losses, we have not released the current valuation allowance.
Removed
The bulk of interest paid is attributed to the loan on our building and the line of credit discussed in Note 9 to the consolidated financial statements in Item 8 of this Form 10-K. Provision for (benefit from) income taxes.
Added
As of December 31, 2024, our cash balance was $5.9 million. 25 As described in Note 16, 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”).
Removed
The results of operations for any quarter are not necessarily indicative of future results of operations.
Added
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.
Removed
On November 3, 2023, the Underwriter purchased an additional 203,754 Shares generating additional net proceeds of $0.5 million pursuant to the partial exercise of the over-allotment option.
Added
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.
Removed
Cash flow used in investing activities decreased $4.0 million during 2023 compared to 2022 due to impacts from investments and planned decrease in capital expenditures. Financing activities . Cash flows from financing activities decreased $13.3 million during 2023 compared to 2022 primarily related to debt repayments in 2023.
Added
Cash flows provided by financing activities increased $10.6 million during 2024 compared to 2023 primarily related to debt repayments in 2023. We had no outstanding borrowings at December 31, 2024.
Removed
Debt repayments were partially offset by proceeds from the issuance of common stock. We had no outstanding borrowings at December 31, 2023.

Other GAIA 10-K year-over-year comparisons