Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors” and elsewhere in this Form 10-K. 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. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our views only as of the date of this report. We undertake no obligation to update any forward-looking information.

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

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.

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.

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.

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. 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.

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

Our available content is currently focused on yoga, transformation, alternative healing, seeking truth and conscious films. This content is specifically targeted to a unique member base that is interested in 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. In addition, through our investments in our streaming video technology and our user interface, we have expanded the many ways our subscription member base can access our unique library of media titles.

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

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

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)

Gross profit margin 85.5 % 86.7 %

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 income attributable to noncontrolling interests 207 296

Net loss attributable to common shareholders (5,802 ) (3,891 )

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

Years ended December 31,

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. 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. 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. 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. 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. 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 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. 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.

Quarterly and Seasonal Fluctuations

The following tables set forth our unaudited results of operations for each of the quarters in 2023 and 2022. 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. The results of operations for any quarter are not necessarily indicative of future results of operations.

Year 2023 Quarters Ended (Unaudited) (As restated)

(in thousands, except per share data) March 31 June 30 September 30 December 31

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

Discontinued operations $ — $ — $ — $ —

Diluted

Discontinued operations $ — $ — $ — $ —

Diluted loss per share $ (0.06 ) $ (0.09 ) $ (0.04 ) $ (0.08 )

Weighted average shares outstanding

Year 2022 Quarters Ended (Unaudited) (As restated)

(in thousands, except per share data) March 31 June 30 September 30 December 31

Loss from discontinued operations (161 ) (132 ) (7 ) (60 )

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

Discontinued operations $ (0.01 ) $ (0.01 ) $ — $ —

Diluted

Discontinued operations $ (0.01 ) $ (0.01 ) $ — $ —

Diluted loss per share $ (0.01 ) $ (0.01 ) $ (0.12 ) $ (0.05 )

Weighted average shares outstanding

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. We have generally experienced the greatest member growth in the fourth and first quarters (October through February), and slowest during May through August. This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue. As we continue to expand internationally, we also expect regional seasonality trends to demonstrate more predictable seasonal patterns as our service offering in each market becomes more established and we have a longer history to assess such patterns.

Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States, which require us to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. 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.

We believe the following to be critical accounting policies whose application has a material impact on our financial presentation, and involve a higher degree of complexity, as they require us to make judgments and estimates about matters that are inherently uncertain.

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.

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. 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. 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.

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 amortize our media library in cost of revenues on a straight-line basis over the shorter of the license period or the estimated useful life of the titles, which typically ranges from 12 to 90 months. The amortization period begins with the first month of availability on our service.

Management reviews content viewership to determine whether viewing patterns correlate with initial estimates supporting the amortization period utilized. If current estimates indicate that viewing is significantly higher in earlier periods relative to the remaining amortization period, we will begin amortizing the respective titles on an accelerated basis over the amortization period. Due to our exclusive content and growing member base, our viewership trends have continued to support both the amortization period and the straight-line basis of amortization with no additional amortization recorded.

Our media library is reviewed for impairment at the film group level when an event or change in circumstances indicates that the carrying amount of the film group may not be recoverable. Recoverability of the film group is measured by a comparison of the carrying amount of the film group to estimated discounted future cash flows expected to be generated by the film group. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value exceeds the fair value. 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. We review goodwill for impairment annually as of October 1 or more frequently if indicators of impairment are identified. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the estimated fair value of goodwill is less than its carrying amount. If the estimated fair value of goodwill exceeds its carrying amount, we consider the goodwill to not be impaired. If the carrying amount of goodwill exceeds its estimated fair value, we use both a comparable market approach and an income approach to test for potential impairment. The market approach follows the guideline public company method to establish valuation multiples for comparison. The income approach follows a traditional discounted cash flow model. Primary assumptions for each approach include revenue projections, operating expenses, discount rate, control premium, and terminal growth rate. Projections are dependent on management assumptions, which are partly based on the Company’s historical experience. 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 2023 and 2022, no impairment of goodwill was indicated.

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 tax expense or benefit related to ordinary income or loss must be computed at an annual effective tax rate and the tax expense or benefit related to all other items must be individually computed and recognized as a discrete item when it occurs. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. 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.

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 tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

Non-Income Taxes

The Company accrues for non-income tax assessments from foreign jurisdictions related to prior periods and recognizes the expense within selling and operating, when deemed probable and estimable. Once the requirement to remit non-income taxes to foreign jurisdictions has been established, we present revenues net of the non-income taxes collected from members and remit such amounts to foreign tax authorities.

Share-Based Compensation

We recognize compensation cost for share-based awards based on the estimated fair value of the award on the date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time-based awards over the service period. Since 2019, we have only granted restricted stock units, for which we utilize the market price of our common stock on the date of grant to estimate fair value.

Liquidity and Capital Resources

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

On December 28, 2020, Boulder Road and Westside Boulder, LLC entered into a loan agreement with First Interstate Bank, as lender, providing for a mortgage loan in the principal amount of $13.0 million. The loan bears interest at a fixed rate of 3.75% per annum and matures on December 28, 2025. Westside and Boulder Road each received 50% of the proceeds and are each responsible for 50% of the monthly installments. 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 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.

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. 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. 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.

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

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

Class A Common Stock Offering

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). 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. 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.

Cash Flows

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

Years ended December 31,

Net cash provided by (used in):

Operating activities - continuing operations $ 5,870 $ 2,040

Operating activities - discontinued operations $ — $ (360 )

Investing activities $ (5,282 ) $ (9,264 )

Net (decrease) increase in cash $ (3,796 ) $ 1,293

2023 Compared to 2022

Operating activities. 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.

Investing activities. 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. Debt repayments were partially offset by proceeds from the issuance of common stock. We had no outstanding borrowings at December 31, 2023.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1596) 30

Report of Independent Registered Public Accounting Firm ( PCAOB ID: 32) 32

Gaia, Inc. Consolidated Financial Statements:

Consolidated Balance Sheets 33

Consolidated Statements of Operations 34

Consolidated Statements of Changes in Equity 35

Consolidated Statements of Cash Flows 36

Notes to Consolidated Financial Statements 37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Gaia, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Gaia, Inc. (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, changes in equity, and cash flows, for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows as of and for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Restatement of Previously Issued Consolidated Financial Statements - Refer to Note 3 in the Consolidated Financial Statements

During the audit of the year ended December 31, 2023 consolidated financial statements, we identified material misstatements that impacted the prior year consolidated financial statements, which caused the need for them to be restated by the Company. These misstatements also impacted the current year consolidated financial statements to ensure that the consolidated financial statements were presented fairly in all material respects. The material

misstatements identified that were corrected through the restatement of the consolidated financial statements are discussed within Note 3 of the consolidated financial statements.

We identified the Restatement of Previously Issued Consolidated Financial Statements as a critical audit matter because of the complexity of the items that are being restated, as well as the judgment used in determining the misstatements are quantitatively and qualitatively material to the users of the consolidated financial statements.

How the Critical Audit Matter Was Addressedin the Audit

Our audit procedures related to the misstatements identified resulting in the restatement of the prior year consolidated financial statements, as well as the impact to account balances, class of transactions, and disclosures impacting the current year consolidated financial statements, which include the following, among others:

•

We evaluated the internal control environment and determined whether there were internal control deficiencies, as well as the magnitude of those deficiencies, that related to the material misstatements identified.

•

We assessed the accounting implications of each of the misstatements and the impact that each of them had in regards to the current year and prior year consolidated financial statements.

•

We examined the prior year restated consolidated financial statements to determine if the misstatements that were identified had been appropriately accounted for within the restated prior year consolidated financial statements.

/s/ Frank, Rimerman + Co. LLP

We have served as the Company’s auditor since 2023.

San Francisco, California

March 29, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Gaia, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Gaia, Inc. (“the Company”) as of December 31, 2022, and the related consolidated statements of operations, changes in equity, and cash flows for the year then ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of their operations and their cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Restatement of Previously Issued Financial Statements

As discussed in Note 3 to the consolidated financial statements, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2022 to correct certain misstatements.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Armanino LLP

Dallas, Texas

March 6, 2023, except for the effects of the restatement discussed in Note 3 to the consolidated financial statements, as to which the date is March 29, 2024

We began serving as the Company’s auditors in 2021. In 2023, we became the predecessor auditor.

GAIA, INC.

Consolidated Balance Sheets

As of December 31,

(in thousands, except share and per share data) 2023 2022 (As restated)

ASSETS

Current assets:

Prepaid expenses and other current assets 2,015 2,508

Operating right-of-use asset, net 6,288 7,093

Investments and other assets, net 3,157 6,810

LIABILITIES AND EQUITY

Current liabilities:

Accrued and other liabilities 2,599 4,973

Operating lease liability, current portion 780 745

Operating lease liability, net of current portion 5,708 6,489

Commitments and contingencies (Note 10)

Equity:

Gaia, Inc. shareholders’ equity:

Total Gaia, Inc. shareholders' equity 85,503 84,789

See accompanying Notes to Consolidated Financial Statements.

GAIA, INC.

Consolidated Statements of Operations

Years Ended December 31,

(in thousands, except per share data) 2023 2022 (As restated)

Operating Expenses:

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 income attributable to noncontrolling interests $ 207 $ 296

Net loss attributable to common shareholders $ (5,802 ) $ (3,891 )

Loss per share:

Basic

Continuing operations (attributable to common shareholders) $ (0.27 ) $ (0.17 )

Discontinued operations $ — $ (0.02 )

Basic loss per share $ (0.27 ) $ (0.19 )

Diluted

Continuing operations (attributable to common shareholders) $ (0.27 ) $ (0.17 )

Discontinued operations $ — $ (0.02 )

Diluted loss per share $ (0.27 ) $ (0.19 )

Weighted-average shares outstanding:

See accompanying Notes to Consolidated Financial Statements.

GAIA, INC.

Consolidated Statements of Changes in Equity

Issuance of Gaia, Inc. common stock for RSU releases 332,889 — — — — —

Share-based compensation — — — 1,821 — 1,821

Issuance of Gaia, Inc. common stock for RSU releases 53,464 — — — — —

Purchase of treasury stock (64,805 ) — — (169 ) — (169 )

Share-based compensation — — — 1,059 — 1,059

See accompanying Notes to Consolidated Financial Statements.

GAIA, INC.

Consolidated Statements of Cash Flows

Years ended December 31,

Cash flows from operating activities:

Income from discontinued operations — 360

Loss from continuing operations (5,595 ) (3,235 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Additions to media library (8,621 ) (9,840 )

Depreciation and amortization 7,833 7,621

Noncash operating lease expense 1,069 1,072

Share-based compensation expense 1,059 1,821

Equity method investment loss 501 511

Provision for income taxes 60 202

Changes in operating assets and liabilities:

Prepaid expenses and other current assets 525 (681 )

Accrued and other liabilities (3,363 ) (1,101 )

Net cash provided by operating activities - continuing operations 5,870 2,040

Net cash used in operating activities - discontinued operations — (360 )

Net cash provided by operating activities 5,870 1,680

Cash flows from investing activities:

Additions to property and equipment (5,274 ) (8,417 )

Net cash used in investing activities (5,282 ) (9,264 )

Cash flows from financing activities:

Proceeds from the issuance of common stock 4,957 43

Purchase of treasury stock (169 ) —

Net cash (used in) provided by financing activities (4,384 ) 8,877

Cash and cash equivalents, beginning of year 11,562 10,269

Cash and cash equivalents, end of year $ 7,766 $ 11,562

Supplemental disclosure of cash flow information

Cash paid for interest $ 481 $ 301

Cash paid for income taxes $ — $ 12

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Value of shares issued for acquisition and business combination $ 669 $ -

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

References in this report to “we”, “us”, “our”, “Company” or “Gaia” refer to Gaia, Inc. and its subsidiaries, unless we indicate otherwise.

1. Organization and Nature of Operations

Gaia, Inc. operates a global digital video subscription service and on-line community that strives to connect a unique and underserved member base. Our digital content is available to our members on most internet-connected devices anytime, anywhere commercial free. Through our online Gaia subscription service, our members have unlimited access to a vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, transformation related content, and more – exclusively available to our members for digital streaming. A subscription also allows our members to download and view files from our library without being actively connected to the internet. We were incorporated under the laws of the State of Colorado on July 7, 1988.

2. Summary of Significant Accounting Policies

Basis of Presentation

We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, and they include our accounts and those of our subsidiaries, over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents

Cash represents on-demand accounts with financial institutions that are denominated in U.S. dollars. We consider financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. We also classify transactions that we expect to settle within several days as cash equivalents.

Concentration of Risk

During the years ended December 31, 2023 and 2022, one third-party platform partner ("Partner") accounted for 15% and 14% of the Company’s revenues, respectively. Additionally, two Partners accounted for 51% and 26% of accounts receivable as of December 31, 2023, respectively and 64% and 16% of accounts receivable as of December 31, 2022, respectively.

Accounts Receivable

Accounts receivable consists primarily of amounts due from Partners who have the billing relationship with the member and collect subscription fees on our behalf. We evaluate the need for an allowance for credit losses based on historical collection trends and changes in our customer payment patterns, current and expected conditions and market trends along with our operating forecasts, concentration, and creditworthiness and determined no allowance was needed at December 31, 2023 and 2022.

Property and Equipment, Net

We state property and equipment at cost less accumulated depreciation and amortization. We include in property and equipment the cost of internal-use software, including software used in connection with our websites. We expense all costs related to the development of internal-use software other than those incurred during the application development stage. We capitalize the costs we incur during the application development stage and amortize them over the estimated useful life of the software. We compute depreciation of property and equipment on the straight-line method over estimated useful lives. We amortize building improvements over the shorter of the estimated useful lives of the assets or remaining life of the building. See Note 5 for a description of estimated useful lives. Depreciation expense is included in selling and operating expense, and corporate, general and administration expense in the accompanying consolidated statements of operations.

Media Library, Net

Our media library is reviewed at the film group level for impairment when an event or change in circumstances indicates that the carrying amount may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the film group to estimated discounted future cash flows expected to be generated by the film group. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized by the amount by which the carrying value exceeds the fair value.

Goodwill

Goodwill represents the excess of the purchase consideration over the estimated fair value of assets acquired less liabilities assumed in a business acquisition. We have only one reporting unit; therefore, goodwill is assessed at the enterprise level. We review goodwill for impairment annually on October 1 or more frequently if indicators of impairment are identified. We have the option of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the fair value of goodwill is less than its carrying amount. If it is determined that the estimated fair value of goodwill is more likely than not greater than the carrying amount of goodwill, then an impairment test is unnecessary. If it is determined that an impairment test is necessary, then we compare the estimated fair value of goodwill with its carrying amount. If the estimated fair value of goodwill exceeds its carrying amount, we consider the goodwill not impaired. If the carrying amount of goodwill exceeds its estimated fair value, we will record an impairment loss for the difference. We use both a comparable market approach and an income approach to test for potential impairment. The market approach follows the guideline public company method to establish valuation multiples for comparison. The income approach follows a traditional discounted cash flow model. Primary assumptions for each approach include revenue projections, operating expenses, discount rate, control premium, and terminal growth rate. Projections are dependent on management assumptions, which are partly based on the Company’s historical experience. 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 2023 and 2022, no impairment of goodwill was indicated.

Long-Lived Assets

We evaluate the carrying value of long-lived assets held and used, other than goodwill, when events or changes in circumstances indicate the carrying value may not be recoverable. We consider the carrying value of a long-lived asset impaired when the total projected undiscounted cash flows from such asset are separately identifiable and are less than the carrying value. We recognize a loss based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. We determine the estimated fair value primarily using the projected cash flows from the asset discounted at a rate commensurate with the risk involved. During 2023 and 2022, no impairment of long-lived assets was recognized.

Income Taxes

We provide for income taxes pursuant to the asset and liability method. The asset and liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset, including the utilization of a net operating loss or other carryforward prior to its expiration, is more likely than not.

The Company does not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. The Company may recognize a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. See Note 14 to the consolidated financial statements for further information regarding income taxes.

Non-Income Taxes

Revenue Recognition

Revenues consist primarily of subscription fees paid by our members. We present revenues net of the taxes that are collected from members and remitted to governmental authorities. Members are billed in advance and revenues are recognized ratably over the subscription term. Deferred revenues consist of subscription fees collected from members that have not been earned and are recognized ratably over the remaining term of the subscription. We recognize revenue on a net basis for relationships where our Partners have the primary relationship, including billing and service delivery, with the member. We recognize revenue on a gross basis for members whose primary relationship is with Gaia. Payments made to Partners to assist in promoting our service on their platforms are expensed to marketing expenses in the period incurred. We do not allow access to our service to be provided as part of a bundle by any of our Partners.

As of December 31, 2023, total deferred revenue was $15.9 million and is expected to be recognized as revenue within the next 12 months.

We also earn revenue from advertisements presented on our streaming service. Revenues earned from sources other than monthly membership fees were $2.7 million for the year ended December 31, 2023 and $1.6 million for the year ended December 31, 2022.

Discontinued Operations

Yoga International historically had a line of business focused on transactional course sales. This content was rolled into the subscription offering at the end of 2021 and this line of business was discontinued in 2022 as the contractual commitments related to this line of business lapsed. There are no other assets or liabilities associated with this revenue stream. As this represents a strategic shift with a major effect on our operations and financial results, we have presented the results of operations related to winding up this line of business as discontinued operations on the accompanying consolidated statement of operations.

Business Combinations

Gaia recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement. The authoritative guidance allows a measurement period of up to one year from the date of acquisition to make adjustments to the preliminary allocation of the purchase price. As a result, during the measurement period we may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon conclusion of the measurement period or final determination of the values of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the consolidated statement of operations.

Marketing

Marketing costs consist primarily of advertising expenses, which include promotional activities such as online advertising and public relations expenditures. Advertising costs are expensed as incurred and included in selling and operating expense in the accompanying consolidated statements of operations. During 2023 and 2022, we expensed marketing and advertising costs of $33.1 million and $30.5 million, respectively.

Share-Based Compensation

We recognize compensation cost for share-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the estimated fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition over the estimated performance period or for time-based awards over the service period. Since 2019, we have only granted restricted stock units, for which we utilize the market price of our common stock on the date of grant to estimate fair value. We account for forfeitures as they occur.

Segment Information

Gaia’s Chief Executive Officer is the chief operating decision maker, who reviews Gaia’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, we have determined that we operate in a single reporting segment.

Reclassifications

We reclassed amounts in our fiscal 2022 Consolidated Financial Statements to conform with current period presentation. As a result, we made the following adjustments:

On the Consolidated Balance Sheets:

Amounts from Prepaid expense and other current assets have been reclassed into Other receivables;

Amounts from Media library, software and equipment, net and Real estate, investment and other assets, net have been reclassed into Media library, net; Property and equipment, net; Equity method investment and Investments and other assets, net;

Amounts from Accounts payable, accrued and other liabilities have been reclassed into Accounts Payable and Accrued and other liabilities;

Amounts from Short-term debtand lease liability have been reclassed into Short-term debt and Operating lease liability, current portion.

On the Consolidated Statements of Operations:

Amounts from Interest and other expense, net have been reclassed into Equity method investment losses and Interest and other expense, net.

On the Consolidated Statements of Equity:

Amounts from Issuance of Gaia, Inc. common stock for RSU releases, employee stock purchase plan, and share-based compensation have been reclassedinto Issuance of Gaia, Inc. common stock for RSU releases; Issuance of Gaia, Inc. common stock for employee stock purchase plan and Share-based compensation.

On the Consolidated Statements of Cash Flows:

Amounts from Depreciation and amortization have been reclassed into Media library amortization and Depreciation and amortization;

Amounts from Accounts payable and accrued liabilities have been reclassed into Noncash operating lease expense; Accounts Payable; and Accrued and other liabilities;

Amounts from Accounts receivable have been reclassed into Other receivables;

Amounts from Additions to Media library, software and equipment and other assets have been reclassed into Additions to media library and Additions to property and equipment.

Defined Contribution Plan

We have adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), which covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. The 401(k) plan permits, but does not require, us to make additional matching contributions to the 401(k) plan on behalf of all participants in the 401(k) plan. The plan allows us to determine the match contribution percentage, if any. We made matching contributions to the 401(k) plan of $0.2 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively.

Fair Value Measurements

Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair values.

Leases

As discussed in Note 8, we entered into an operating lease in connection with the sale of a portion of our corporate campus. We record the ROU asset for the operating lease term as an asset and our obligation to make lease payments as a liability. Leases with an initial term of 12 months or less are not recognized on the consolidated balance sheet and the expense for these short-term leases are recognized on a straight-line basis over the lease term. Variable lease payments are not included in the lease payments used to measure the lease liability and are expensed as incurred.

Noncontrolling Interest

Gaia holds certain interests in entities where Gaia is the majority owner but not sole owner. These investments are included in our consolidated financial statements. The minority-owned portion of these investments is presented as Noncontrolling Interest (“NCI”) on the consolidated financial statements. Any changes of the ownership interest of NCI are accounted for as equity transactions and adjustments in the consolidated financial statements.

Loss Per Share

Basic loss per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted loss per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method.

Investments

The Company classifies investments at the acquisition date and re-evaluates the classification at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence. The ability to exercise significant influence over, but not control, the operating and financial policies of the investee is presumed to exist when the Company owns 20% or greater of the voting interests in the investee, but the Company also applies judgment regarding its level of influence over the investee by considering key factors such as representation on the board of directors, participation in policy-making decisions, and material intercompany transactions. The Company accounts for its investments in other entities over which the Company has the ability to exercise significant influence, but not control, using the equity method of accounting.

Under the equity method of accounting, the Company’s investment is initially recorded at cost within Investments in Equity Method Investees on the consolidated balance sheets. The Company adjusts its investment for contributions made, its proportionate share of net earnings, declared dividends, and distributions of the investee. To the extent there is a basis difference between the amount invested and the Company’s proportionate share of the underlying net assets of the investee, the Company allocates such differences amongst the recorded assets of the investee. The basis differences are amortized on a straight-line basis over the underlying assets’ estimated useful lives when calculating the attributable earnings or losses. The Company records in the statements of operations its share of income or loss of the investee, including any amortization of basis differences, within interest and other expense, net, which results in an increase or decrease to the carrying value of the investment. Any dividends received from the investee are recorded as a reduction of the carrying value of the investment.

The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If the investment is determined to have a decline in value deemed to be other than temporary, it is written down to estimated fair value. We did not record any impairment charges on our investments during the years 2023 or 2022.

Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for

fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09

3. Restatement of Previously Issued Financial Statements

After the issuance of the audited consolidated financial statements as of and for the year ended December 31, 2022, the Company identified certain prior period misstatements in relation to the Company’s consolidated financial statements.

Description of Misstatement Adjustments

(a) Media Library, Consolidated Statement of Cash Flows Impact

As part of the Company’s operations, it spends a significant amount of resources on developing media library content that is made available to its subscribers. Historically, the Company has classified amounts spent to produce media content as investing cash outflows. However, the Company revisited the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 920, Entertainment-Broadcasters (“ASC 920”) and ASC Topic 926, Entertainment-Films (“ASC 926”) and determined that the nature of the media library costs is consistent with the capitalizable costs described in ASC 920 and 926 and, therefore, applying this guidance to the Company’s media library costs is appropriate. This guidance requires these costs to be classified as operating cash outflows rather than investing cash outflows. Therefore, the Company determined the prior year presentation was incorrect resulting in a $9.8 million overstatement of net cash used in investing activities and corresponding understatement of net cash provided by operating activities for periods ended March 31, 2022 through September 30, 2023.

(b) Line of Credit, Consolidated Statement of Cash Flows Impact

In August 2022, the Company obtained a new line of credit for which the first draw occurred in September 2022 in the amount of $7.5 million. In October 2022, the outstanding balance was paid off with no amount outstanding. Shortly thereafter, in November 2022 and December 2022, respectively, the Company drew down $2.7 million and an additional $6.3 million, resulting in an outstanding total balance of $9.0 million as of December 31, 2022. In the Company’s consolidated statement of cash flows for the year ended December 31, 2022, the Company presented the borrowings and payments on a net basis, resulting in $9.0 million presented as “Proceeds from borrowings under revolving line of credit". However, GAAP required companies to present the gross borrowings and payments for cash flow presentation purposes. Therefore, the Company should have presented proceeds from borrowings under revolving line of credit of $16.5 million and included $7.5 million in the Repayment of debt line item. The misstatement did not have any impact on the net cash provided by financing activities on the consolidated statement of cash flows, or any impact on the consolidated statement of operations, or consolidated balance sheet as of or for the year ended December 31, 2022.

In September 2016, the Company purchased a 10% equity ownership interest in an entity called Telomeron, Inc. (“Telomeron”), wherein the parent company of Telomeron, Exagon Industries Limited (“Exagon”) contributed intellectual property with an agreed upon value of $100.0 million and the Company paid Exagon $10.0 million in exchange for the 10% equity ownership interest. The Company’s historical accounting conclusion was that the ownership interest represented an investment in equity securities rather than an equity method investment. However, the Company revisited the original conclusion and concluded that the Company had the ability to exercise influence over Telomeron and therefore, should have been accounted for and disclosed as an equity method investment from inception. As Telomeron holds certain contributed technology from its parent that does not have a recognized carrying value, the Company’s cost of the investment exceeds its proportionate share of the net assets by $10.0 million. Management of the Company determined that the excess basis allocated to amortizable assets should have been recognized on a straight-line basis over the estimated 20-year life of the contributed technology at a rate of $0.5 million per year. The accumulated impact of the misstatement as of December 31, 2021 was an overstatement of the equity method investment by $2.6 million and a corresponding understatement of the accumulated deficit.

During the year ended December 31, 2022, equity method investment losses should have been $0.5 million with a corresponding decrease to the equity method investment.

(d) BioWell Noncontrolling Interest

The Company holds a 51% controlling equity ownership in Bio-Well, LLC ("BioWell"), an entity that sells certain goods and services to customers and has had activity since 2015. The Company has historically consolidated the results of BioWell; however, the Company did not appropriately record, present or disclose a noncontrolling interest in relation to the 49% portion of BioWell not controlled by the Company within either the consolidated statement of operations or the consolidated balance sheet. The noncontrolling interest that should have been presented on the consolidated balance sheet as of December 31, 2021 and December 31, 2022 was $0.8 million and $1.1 million, respectively. The portion of the Company’s net income attributable to noncontrolling interest holders for the year ended December 31, 2022 was $0.3 million.

The following tables represent the restated consolidated balance sheet, consolidated statements of operations, changes in equity and cash flows for the year ended December 31, 2022. These tables also present a reconciliation from the prior period as previously reported to the restated amounts.

GAIA, INC.

Consolidated Balance Sheet

(in thousands) As Previously Reported Adjustment Reference As Restated

ASSETS

Real estate, investment and other assets, net 30,979 (3,125 ) (c) 27,854 (1)

LIABILITIES AND EQUITY

Noncontrolling interests — 1,070 (d) 1,070

(1) To conform with current period presentation in our consolidated balance sheets for the periods ended December 31, 2023 and 2022, we made certain reclassification adjustments as further described within Note 2, including adjusting the equity method investment portion of real estate, investment and other assets, net into a separate line item, equity method investment.

GAIA, INC.

Consolidated Statement of Operations

Equity method investment loss $ - $ (500 ) (c) $ (500 ) (1)

Net loss from continuing operations (2,735 ) (500 ) (3,235 )

Net income attributable to noncontrolling interests $ — $ 296 (d) $ 296

Net loss attributable to common shareholders $ (3,095 ) $ (796 ) (d) $ (3,891 )

Loss per share:

Basic

Basic loss per share $ (0.15 ) $ (0.04 ) $ (0.19 )

Diluted

Diluted loss per share $ (0.15 ) $ (0.04 ) $ (0.19 )

(1) To conform with current period presentation in our consolidated statement of operations for the periods ended December 31, 2023 and 2022, we made certain reclassification adjustments as further described within Note 2, including adjusting the equity method investment loss portion of interest and other expense, net into a separate line item, equity method investment loss.

GAIA, INC.

Consolidated Statement of Changes in Equity

As Previously Reported

Adjustment

Net (loss) income — (796 ) — — 296 (500 ) (c) (d)

As Restated

GAIA, INC.

Consolidated Statement of Cash Flows

(in thousands) As Previously Reported Adjustment Reference As Restated

Cash flows from operating activities:

Loss from continuing operations (2,735 ) (500 ) (3,235 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Equity method investment losses — 500 (c) 500

Additions to media library — (9,840 ) (a) (9,840 )

Cash flows from investing activities:

Cash flows from financing activities:

Net cash provided by financing activities 8,877 — 8,877

4. Media Library, Net

Media library stated at lower of cost or net realizable value, consists of the following as of December 31:

Media library, net:

As described in Note 2, amortization is over typically 12 to 90 months commencing with the month the content is available on our site and is included in cost of revenues on the accompanying consolidated statements of operations. Amortization expense for our media library was $9.2 million and $8.3 million during 2023 and 2022, respectively. Future depreciation and amortization is expected to be:

(in thousands) Acquired Media Licensed Media Produced Media Total

The remaining $15.5 million of the $40.1 million balance for our media library at December 31, 2023 will be amortized over the 5 years thereafter.

5. Property and Equipment, Net

Property and equipment, net consist of the following as of December 31:

(in thousands) Estimated Useful Lives (in Years) 2023 2022

Website development and other software 3 years 18,230 18,805

Studio, computer, telephone and lab equipment 3-5 years 6,148 1,992

Accumulated depreciation and amortization (20,823 ) (18,196 )

Total property and equipment, net $ 26,303 $ 25,209

6. Goodwill and Investments and Other Assets, Net

Goodwill

We performed an annual qualitative test for goodwill impairment in the fourth quarter of the fiscal years ended December 31, 2023 and 2022 and determined that goodwill was not impaired. Goodwill was $31.9 million as of December 31, 2023 and 2022.

Investments and Other Assets, Net

Investments and other assets, net represents Gaia’s investments in entities for which we do not exercise significant influence or have significant ownership stake, as well as assets that are held for sale not in the ordinary course of business. Investments and other assets, net consist of the following as of December 31:

Investments and other assets, net $ 3,157 $ 6,810

The following table represents our other intangible assets, net by major asset class as of the dates indicated, which are included in Investments and other assets, net on the accompanying consolidated balance sheets as of December 31:

Amortizable Intangible Assets

Accumulated amortization (1,011 ) (510 )

Customer relationships, net $ 989 $ 1,490

Accumulated amortization (136 ) (69 )

Unamortized Intangible Assets

Other intangible assets, net $ 1,686 $ 2,254

The customer related intangible assets are amortized on a straight-line basis over 48 months. Amortization expense was $568 thousand and $568 thousand for 2023 and 2022, respectively. Weighted-average remaining useful life for these intangible assets is 24 months. Future amortization of our amortizable intangible assets as of December 31, 2023 is expected to be as follows:

(in thousands)

7. Accrued and Other Liabilities

Accrued and other liabilities consist of the following as of December 31:

Accrued and other liabilities $ 2,599 $ 4,973

8. Leases

In connection with the sale of a portion of our corporate campus as further discussed in Note 9 to the consolidated financial statements, we leased the property pursuant to a master lease for a term extending through September 30, 2030, with two five-year extensions. The extension options are not recognized as part of the right-of-use asset and lease liability. We record the right to use the underlying asset for the operating lease term as an asset and our obligation to make lease payments as a liability, based on the present value of the lease payments over the lease term. At December 31, 2023, the weighted average remaining lease term was 6.75 years and the weighted average discount rate was 3.75%.

Because the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate to determine the present value of lease payments. Information related to our right-of-use asset and related lease liability were as follows:

As of December 31,

Operating right-of-use asset, net $ 6,288 $ 7,093

Operating lease liability, current portion $ 780 $ 745

Operating lease liability, net of current portion 5,708 6,489

For the Year Ended December 31,

Cash paid for operating lease liabilities $ 1,001 $ 1,001

Operating lease expense is recognized on a straight-line basis over the lease term. Our operating lease expense was $1.1 million and for both 2023 and 2022. Future amortization of our lease liability as of December 31, 2023 is expected to be as follows:

(in thousands)

Future lease payments, gross 7,360

Less: Imputed interest (872 )

Operating lease liability $ 6,488

9. Debt

On September 9, 2020, our wholly owned subsidiary Boulder Road LLC (“Boulder Road”) sold a 50% undivided interest in a portion of our corporate campus to Westside Boulder, LLC (“Westside”). Boulder Road retained a 50% undivided interest in the property as well as full ownership of our studio and production facilities. Boulder Road received consideration of $13.2 million in the transaction.

On December 28, 2020, Boulder Road and Westside (“Borrower”) entered into a loan agreement with First Interstate Bank, as lender, providing for a mortgage loan in the principal amount of $13.0 million. The mortgage bears interest at a fixed rate of 3.75% per annum, matures on December 28, 2025, is secured by a deed of trust on our corporate campus, a portion of which is owned by Boulder Road and Westside as tenants-in-common and the remainder of which is owned by Boulder Road. Westside and Boulder Road each received 50% of the loan proceeds and are each responsible for 50% of the monthly installments. Gaia guaranteed payment of the mortgage. The mortgage contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Borrower’s ability to incur liens or debt, make investments, or engage in certain fundamental changes. Additionally, the Credit Agreement requires Boulder Road to maintain a minimum Debt Service Ratio – Pre Distribution of 1.35 to 1.00 annually and a minimum Debt Service Ratio – Post Distribution of 1.15 to 1.00 annually. As of December 31, 2023 and December 31, 2022, the Company was in compliance with all related covenants.

On August 25, 2022 (the “Closing Date”), Gaia, as borrower, and certain subsidiaries, as guarantors, entered into a Credit and Security Agreement (the “Credit Agreement”) with KeyBank National Association (“KeyBank”). The Credit Agreement provides for a revolving credit facility in an aggregate amount of up to $10 million with a sublimit of $1 million available for issuances of letters of credit. Borrowings under the Credit Agreement are available for working capital and general corporate purposes, but not to fund any permanent acquisitions or other investments. There were no outstanding borrowings as of December 31, 2023.

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

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

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

The Credit Agreement contains customary affirmative and negative covenants (each with customary exceptions), including limitations on the Company’s ability to incur liens or debt, make investments, pay dividends, enter into transactions with its affiliates and engage in certain fundamental changes. Additionally, the Credit Agreement requires Gaia to maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00 and to not permit the Leverage Ratio to exceed 1.50 to 1.00 for any computation period. As of December 31, 2023 and December 31, 2022, the Company was in compliance with all related covenants.

Maturities on long-term debt, net are as follows:

(in thousands)

10. Contingencies

From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at December 31, 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.

The Company is subject to tax examinations for non-income taxes in foreign jurisdictions where it provides services to consumers residing in foreign jurisdictions. A number of these examinations are ongoing and, in certain cases, have resulted in assessments from foreign tax authorities. An accrual for non-income tax liability is recognized for foreign jurisdictions when it is probable that a liability has been incurred and the non-income tax exposure can be reasonably estimated. For other foreign jurisdictions requiring non-income taxes, the Company has determined that the non-income tax exposure is reasonably possible. However, due that the Company is in early stages of the examination or a lack of communication from foreign tax authorities, and the Company's prior experience with foreign tax authorities, the Company is unable to reasonably estimate the amount of non-income tax exposure that may be incurred.

11. Loss Per Share

Basic loss per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted loss per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period (“Common stock equivalents”). Common stock equivalents consist of incremental shares issuable upon the assumed exercise of stock options and vesting of restricted stock units utilizing the treasury stock method. There were no common stock equivalents for 2023 and 2022. The computation of loss per share is as follows:

For the Year Ended December 31,

(in thousands, except per share data) 2023 2022 (As restated)

Loss per share, basic and diluted:

Net loss attributable to common shareholders $ (5,802 ) $ (3,891 )

Shares used in computation:

Weighted-average common stock outstanding 21,501 20,716

Loss per share, basic and diluted $ (0.27 ) $ (0.19 )

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

For the Year Ended December 31,

Employee stock options and restricted stock units 1,762 336

12. Shareholders’ Equity

Our common stock has two classes, Class A and Class B. Each holder of our Class A common stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders. Each holder of our Class B common stock is entitled to ten votes on all matters submitted to a vote of shareholders. There are no cumulative voting rights. All holders of our Class A common stock and our Class B common stock vote as a single class on all matters that are submitted to the shareholders for a vote, except as provided by law or as set forth in our charter. Shareholders may consent to an action in writing and without a meeting under certain circumstances. Jirka Rysavy, our chairman, 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. Consequently, our chairman holds approximately 76% of our voting stock and is able to exert substantial influence over and to control matters requiring approval by shareholders, including the election of directors, increasing our authorized capital stock, or a merger or sale of substantially all of our assets. As a result of Mr. Rysavy’s control of us, no change of control can occur without Mr. Rysavy’s consent.

We have 50 million preferred shares authorized, with none issued and outstanding as of December 31, 2023 and 2022. Pursuant to our articles of incorporation, the Board of Directors can, at any time, and without stockholder approval, issue one or more new series of preferred stock, with such designations, preferences, limitations and relative rights as shall be expressed in articles of amendment, however, the Board of Directors shall not issue or authorize any voting preferred stock without the consent or approval of a majority of the Class B common stock.

Our Class A common stock and our Class B common stock are entitled to receive dividends, if any, as may be declared by our board of directors out of legally available funds. In the event of a liquidation, dissolution or winding up of Gaia, our Class A common stock and our Class B common stock are entitled to share ratably in our assets remaining after the payment of all of our debts and other liabilities. Holders of our Class A common stock and our Class B common stock have no preemptive, subscription or redemption rights, and there are no redemption or sinking fund provisions applicable to our Class A common stock or our Class B common stock.

Our Class B common stock may not be transferred unless converted into our Class A common stock. Shares of our Class B common stock are convertible one-for-one into shares of our Class A common stock, at the option of the holder of the Class B common stock.

During 2023 and 2022, we issued shares of our Class A common stock as shown in the table below under our 2019 Long-Term Incentive Plan (the “2019 Plan”) and the 2009 Long-Term Incentive Plan (the “2009 Plan”).

For the Years Ended December 31,

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”). 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. 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.

As of December 31, 2023, we had the following Class A common shares reserved for future issuance:

Conversion of Class B common stock 5,400,000

Reserved under the ESPP (note 13) 221,391

Stock options outstanding under the 2009 Plan 222,846

Restricted stock units outstanding under the 2009 Plan 182,401

Restricted stock units outstanding under the 2019 Plan 1,356,770

Total shares reserved for future issuance 7,383,408

During 2023, we entered into various treasury stock transactions to buy and hold shares of our Class A common stock. We repurchased a total of 64,805 shares of our Class A common stock at an average price of $2.62 per share. We used the cost method to account for the repurchase.

13. Share-Based Compensation

The Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) became effective on April 29, 2019. The purpose of the ESPP is to provide eligible employees an opportunity to purchase shares of our Class A common stock over time through regular payroll deductions. The ESPP initially reserved and authorized the issuance of up to a total of 300,000 shares of our Class A common stock to participating employees, subject to certain adjustments. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each year beginning with 2020 in an amount equal to the number of shares issued under the ESPP in the prior year. No participant may purchase more than 1,000 shares of our Class A common stock during any offering period under the ESPP. In addition, under applicable tax rules, an employee may purchase no more than $25,000 worth of shares of our Class A common stock, valued at the start of the offering period, under the ESPP for each calendar year.

On April 29, 2019, the 2019 Plan became effective. This replaced the 2009 Plan, which lost the authority to grant new options under the 2009 Plan on April 23, 2019. The purpose of the 2019 Plan is to advance the interests of our company and its shareholders by providing incentives to certain employees and other key individuals who perform services for us, including those who contribute significantly to the strategic and long-term performance objectives and growth of our company. No more than 1.8 million shares of our Class A common stock, subject to certain adjustments, may be issued under the 2019 Plan, and the 2019 Plan terminates no later than April 25, 2029.

In 2015, we commenced issuing restricted stock units (“RSUs”). The RSUs entitle the recipient to receive one share of Class A common stock for each RSU upon vesting. The RSUs are issued with cliff vesting in five years for employees and one year for directors, provided that the recipient is still an employee or director of Gaia on such date. The RSUs will be automatically forfeited and of no further force and effect if the vesting conditions are not met. We value our RSUs using the market price of our common stock on the date of grant. We use the Black-Scholes option pricing model to determine the fair value of options granted during the year. No options were granted during 2023 or 2022. The exercise price of our legacy outstanding options is generally equal to the closing market price of our stock at the date of the grant. We recognize the compensation expense related to share-based payment awards on a straight-line basis over the requisite service periods of the awards, which are generally five years for employees, and one year for board members.

The table below presents a summary of activity under the 2009 Plan and the 2019 Plan, as of December 31, 2023, and changes during the year then ended:

Stock Options Restricted Stock Units

Exercised options —

The table below presents our outstanding RSUs by vest date:

Vest Date RSUs

During 2023 and 2022, we recognized approximately $1.1 million and $1.8 million, respectively, of share-based compensation expense. Total share-based compensation expense is reported in selling and operating expenses and corporate, general and administration expenses on our consolidated statements of operations. The total income tax impact on provision was $1.2 million and $1.1 million, for 2023 and 2022, respectively. There were no options exercised during 2023 or 2022. We issue new shares upon the exercise of options and vesting of RSUs.

As of December 31, 2023, there was $3.9 million of unrecognized cost related to non-vested share-based compensation arrangements granted under the 2009 and 2019 Plans. We expect that cost to be recognized over a weighted-average period of 3.37 years.

14. Income Taxes

Our provision for income taxes is comprised of the following:

For the Years Ended December 31,

Current:

Federal $ — $ —

State 7 —

Total current 7 —

Deferred:

Provision for income taxes $ 60 $ 202

The provision for income taxes differs from the tax expense that would result by applying the statutory federal income tax rate to loss before taxes is due to the following:

For the Years Ended December 31,

Effect of permanent other differences (359 ) 79

Goodwill — —

Return to provision adjustments (123 ) 220

State income tax expense (benefit), net of federal benefit tax assets (6 ) (38 )

Provision for income taxes $ 60 $ 202

Deferred income taxes reflect net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net deferred income tax assets (liabilities) are as follows:

As of December 31,

Deferred tax assets (liabilities):

Depreciation and amortization (3,231 ) (3,635 )

Charitable carryforward 3

Right of use lease asset (1,415 ) (1,596 )

Equity method investment 816 —

Total deferred tax liabilities, net of valuation allowance $ (551 ) $ (499 )

The source of income before income taxes are as follows:

Periodically, we perform assessments of the realization of our net deferred tax assets considering all available evidence, both positive and negative. We determined that a valuation allowance against our deferred tax assets of $17.8 million and $16.1 million for 2023 and 2022, respectively, was necessary due to the cumulative loss incurred

over a three-year period. We have federal and state net operating loss carryforwards of approximately $79.3 million and $25.7 million, respectively, of which $10.4 million in federal net operating losses expire after 2037. Net operating losses generated in 2018 and beyond do not expire. The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) is a stimulus bill which was in response to economic consequences of the COVID-19 pandemic. The CARES Act provided an employee retention credit, which is a refundable tax credit against certain employment taxes. During the second half of 2023, we recorded $1.75 million related to the employee retention credit in Selling and operating expenses in the consolidated statements of operations with a related receivable balance from the United States government related to the CARES Act, which is recorded in Prepaid expenses and other current assets on our consolidated balance sheets.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to our subjective assumptions and judgments which can materially affect amounts recognized in our consolidated balance sheets and consolidated statements of operations.

The result of our assessment of our uncertain tax positions did not have a material impact on our consolidated financial statements. Our federal and state tax returns for all years after 2015 are subject to future examination by tax authorities for all our tax jurisdictions. We recognize interest and penalties related to income tax matters in interest and other income (expense) and corporate, general and administrative expenses, respectively.

15. Equity Method Investment

The Company holds a 10% equity interest in the common stock of Telomeron, Inc., which it acquired in 2016 for $10.0 million. The Company determined it has the ability to exercise influence over Telomeron and, therefore, uses the equity method of accounting to account for its equity interest. Telomeron holds certain contributed technology from its parent that does not have a recognized carrying value and, as such, the Company’s cost of the investment exceeds its proportionate share of the net assets by $10.0 million. The Company’s excess basis allocated to amortizable assets is recognized on a straight-line basis over the life of the contributed technology, which is estimated to be 20 years. Amortization expense for the years ended December 31, 2023 and 2022 amounted to $0.5 million, and was recorded within interest and other expense, net in the consolidated statements of operations. Telomeron has not recorded any other activity, including declaring any dividends; therefore, no other earnings, losses or adjustments to the carrying value of the investment have been recorded to date. The carrying value of the Telomeron investment as of December 31, 2023 and 2022 was $6.4 million and $6.9 million, respectively, as a result of the amortization of the basis difference.

16. Segment Information and Geographic Information

As discussed in Note 2, our chief operating decision maker reviews operating results on a consolidated basis and we therefore have one reportable segment.

Geographic Information

We have members in the United States and over 185 foreign countries. The major geographic territories are the U.S., Canada and Australia based on the billing location of the member.

The following represents geographical data for our operations:

For the Years Ended December 31,

Revenue:

17. Quarterly Financial Information (Unaudited)

The previously reported condensed consolidated financial information as of and for the three months ended March 31, 2022 and 2023, the three and six months ended June 30, 2022 and 2023, and the three and nine months ended September 30, 2022 and 2023, have been corrected. As part of the restatement, the Company recorded adjustments to correct the misstatements in the impacted periods. See Note 3 for further information regarding the restatement.

Description of Misstatement Adjustments

(a) Media Library, Consolidated Statement of Cash Flows Impact

As further described in Note 3, the Company determined the prior quarterly presentation was incorrect in relation to its presentation of additions to its media library content, resulting in an overstatement of investing cash outflows and corresponding overstatement of cash provided by operating activities. Refer to the tables below for the amount of these corrections within each respective period.

(b) Line of Credit, Consolidated Statement of Cash Flows Impact

During the three months ended March 31, 2023, the Company identified an overstatement of the proceeds from short-term borrowings and a corresponding overstatement of the repayment of debt in relation to the Company’s line of credit arrangement. The misstatement did not have any impact on the net cash provided by financing activities, the condensed consolidated statement of cash flows or the condensed consolidated balance sheet.

As further described in Note 3, the Company has an excess basis allocated to amortizable assets in relation to its equity method investment that should have been recognized on a straight-line basis over the estimated 20-year life of the contributed technology at a rate of $0.5 million per year. Therefore, the Company recorded a correction to the beginning investment balance with a corresponding adjustment to accumulated deficit to reflect the appropriate carrying value of the investment, as well as the associated equity method investment loss related to the continuing amortization of the excess basis. Refer to the tables below for the amount of these corrections within each respective period.

(d) BioWell Noncontrolling Interest

As further described in Note 3, the Company identified misstatements due to its lack of presentation of the noncontrolling interest and corresponding net income attributable to noncontrolling interest holders associated with

its investment in BioWell. Refer to the tables below for the amount of these corrections within each respective period.

The following tables represent the restated condensed consolidated balance sheet and the restated condensed consolidated statements of operations, changes in equity, and cash flows as of and for the three months ended March 31, 2022 and 2023, the three and six months ended June 30, 2022 and 2023, and the three and nine months ended September 30, 2022 and 2023. These tables also present a reconciliation from the prior period as previously reported to the restated amounts.

GAIA, INC.

Condensed Consolidated Balance Sheet

ASSETS

LIABILITIES AND EQUITY

(1) To conform with current period presentation in our condensed consolidated balance sheets for the periods ended March 31, 2023 and 2022, June 30, 2023 and 2022, and September 30, 2023 and 2022, we made certain reclassification adjustments as further described within Note 2, including adjusting the equity method investment portion of real estate, investment and other assets, net into a separate line item, equity method investment.

ASSETS

LIABILITIES AND EQUITY

GAIA, INC.

Condensed Consolidated Statement of Operations

Earnings (loss) per share:

Basic

Diluted

(1) To conform with current period presentation in our condensed consolidated statement of operations for the periods ended March 31, 2023 and 2022, June 30, 2023 and 2022, September 30, 2023 and 2022 we made certain reclassification adjustments as further described within Note 2, including adjusting the equity method investment loss portion of interest and other expense, net into a separate line item, equity method investment loss.

GAIA US Equity

GAIA · 10-K · period ended 2023-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

GAIA US Equity☆

GAIA · 10-K · period ended 2023-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

GAIA US Equity