GAIA, INC
For the period ended Mar 31, 2026. Filed May 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 4, 2026
GAIA$1.30+1.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001193125-25-263669
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-04.
0001193125-26-203986
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 47 previous paragraphs and 42 current paragraphs.
19 unchanged; 15 reworded; 7 added; 12 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Current report
Seasonality
Current report
On December 19, 2025, Boulder Road and Westside (collectively, the “Borrower”) entered into a business loan agreement with KeyBank National Association (“KeyBank”), as lender, providing for a mortgage loan in the principal amount of $11.4 million (the “2025 Mortgage Loan”). The promissory note evidencing the 2025 Mortgage Loan bears interest at a fixed rate of 5.090% per annum, matures on December 19, 2030, and 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. The loan proceeds from the 2025 Mortgage Loan were used to refinance the 2020 Mortgage Loan. Westside and Boulder Road each received 50% of the proceeds and are each responsible for 50% of the monthly installments. The 2025 Mortgage Loan contains customary affirmative and negative covenants (each with customary exceptions) for loans of this type, including limitations on the Borrower’s ability to incur liens or debt, make investments, or engage in certain fundamental changes, and is fully guaranteed by Gaia. Additionally, the 2025 Mortgage Loan requires Boulder Road, LLC maintain a Net Operating Income to Debt Service Coverage Ratio of not less than 1.25 to 1.00. The 2025 Mortgage Loan has a remaining balance of $11.2 million as of March 31, 2026.
Current report
On December 28, 2020, the Borrower entered into a loan agreement with First Interstate Bank (formerly Great Western Bank), as lender, providing for a mortgage loan in the principal amount of $13.0 million (the “2020 Mortgage Loan”). The promissory note evidencing the 2020 Mortgage Loan bore interest at a fixed rate of 3.75% per annum, and was scheduled to mature on December 28, 2025 before being refinanced by the Borrower with the proceeds from the 2025 Mortgage Loan as discussed above.
Current report
On July 25, 2025 (the “Closing Date”), the Company, entered into a Second Amendment to the Credit and Security Agreement (the “Amendment”) among the Company, the subsidiary guarantors party thereto, and KeyBank National Association (the “Lender”), which amends that certain Credit and Security Agreement, dated as of August 25, 2022 (as amended prior to the Closing Date, the “Prior Credit Agreement”), among the Company, the subsidiary guarantors from time to time party thereto, and the Lender.
Current report
The Amendment amended the Prior Credit Agreement to, among other things, (i) refinance and extend the prior revolving credit facility with a revolving credit facility in an aggregate principal amount of up to $10 million (which may be increased up to $15 million) that matures on August 25, 2028, the loan proceeds of which may be used for working capital, general corporate purposes, and permitted acquisitions, (ii) modify the interest rate applicable to revolving loan advances to 1.75% per annum for advances that are SOFR loans and 0.75% per annum for advances that are base rate loans and eliminate the 0.10% per annum SOFR index adjustment, and (iii) provide for a maximum leverage ratio of 2.00 to 1.00 for each computation period. Borrowings under the Amendment are available for working capital and general corporate purposes and permitted acquisitions. There was no outstanding balance as of March 31, 2026.
Current report
We intend to invest approximately 15%-20% of our 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 March 31, 2026, our cash balance was $13.1 million.
Removed paragraphs (12)
Previous report
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Previous report
Revenues, net. Revenues increased $8.3 million, or 12.7%, to $73.5 million during the nine months ended September 30, 2025 compared to $65.2 million during the nine months ended September 30, 2024. The increase was primarily driven by improvements in Average Revenue Per User (“ARPU”) due to the increase in prices as well as an increase in member count.
Previous report
Cost of revenues. Cost of revenues remained flat at $9.6 million during the nine months ended September 30, 2025 and 2024. Gross profit margin increased during the nine months ended September 30, 2025, to 86.9% from 85.3% for the nine months ended September 30, 2024 primarily due to improvements in ARPU.
Previous report
Selling and operating expenses. Selling and operating expenses increased $7.2 million, or 13.3%, to $61.2 million during the nine months ended September 30, 2025, compared to $54.0 million for the nine months ended September 30, 2024, driven primarily by an increase in marketing expense. As a percentage of net revenues, selling and operating expenses increased to 83.4% for the nine months ended September 30, 2025 compared to 82.8% for the nine months ended September 30, 2024.
Previous report
Corporate, general and administration expenses. Corporate, general and administration expenses increased $1.4 million, or 25.0% to $7.0 million for the nine months ended September 30, 2025 from $5.6 million for the nine months ended September 30, 2024. As a percentage of net revenues, these expenses decreased to 9.6% for the nine months ended September 30, 2025 from 8.6% for the nine months ended September 30, 2024. The increase was primarily driven by legal fees, contract services, amortization expense, and increases in incentive compensation costs during the nine months ended September 30, 2025.
Previous report
Seaso nality
Previous report
On August 25, 2022, Gaia, as borrower, and certain subsidiaries, as guarantors, entered into a Credit and Security Agreement with KeyBank National Association (“KeyBank”), as amended by the Second Amendment thereto, dated July 29, 2025 (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in an aggregate amount of up to $10 million (which may be increased up to $15 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 and permitted acquisitions. As of September 30, 2025, there were no outstanding borrowings under the Credit Agreement.
Previous report
As described in Note 11, during July 2025, Igniton raised $6.0 million of private common equity financing, including $2.0 million from Gaia, at an implied post-money valuation of approximately $106 million. This valuation is based on the terms of the private financing and does not represent a remeasurement of fair value under GAAP. The Company has approximately two-thirds ownership interest and continues to consolidate Igniton. The proceeds from the financing are expected to be used by Igniton for product launch, general operating expenses and certain capital expenditures to support future growth.
Previous report
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Previous report
Operating activities. Cash flows provided by operations decreased $0.4 million during the nine months ended September 30, 2025 compared to the same period in 2024.
Previous report
Investing activities. Cash flows used in investing activities increased approximately $7.5 million during the nine months ended September 30, 2025 compared to the same period in 2024. The increase was primarily driven by a technology license acquired by one of our subsidiaries during the nine months ended September 30, 2024.
Previous report
Financing activities. Cash flows provided by financing activities increased $4.5 million during the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to proceeds from the issuance of common stock of $7.0 million and proceeds from the sale of Igniton common stock of $3.9 million during the nine months ended September 30, 2025 compared to funding the subsidiary technology license purchase from an equity financing through Igniton of $6.4 million, net in 2024.
Reworded paragraphs (15)
Previous wording
This report contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward looking statements that involve risks and uncertainties. When used in this discussion, we intend the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
“objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “will,” “would” and similar expressions as they relate to us to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Revenues, net. Revenues increased $3.0 million, or 14%, to $25.0 million during the three months ended September 30, 2025, compared to $22.0 million during the three months ended September 30, 2024. The increase was primarily driven by improvements in Average Revenue Per User (“ARPU”) due to the increase in subscription prices as well as an increase in member count.
Current wording
Revenues, net. Revenues increased $0.5 million, or 2.0%, to $24.3 million during the three months ended March 31, 2026, compared to $23.8 million during the three months ended March 31, 2025. The increase was driven by improvements in Average Revenue Per User (“ARPU”) due to the increase in subscription prices and an increase in other revenue.
Previous wording
Cost of revenues. Cost of revenues increased $0.3 million or 9.7% to $3.4 million during the three months ended September 30, 2025, compared to $3.1 million during the three months ended September 30, 2024, which primarily relates to the increase in revenues and revenue mix. Gross profit margin increased during the three months ended September 30, 2025 to 86.4% from 86.1% for the three months ended September 30, 2024 primarily due to improvements in ARPU.
Current wording
Cost of revenues. Cost of revenues increased $0.5 million or 16.1% to $3.4 million during the three months ended March 31, 2026, compared to $2.9 million during the three months ended March 31, 2025, which primarily relates to the increase in revenues and revenue mix. Gross profit margin declined during the three months ended March 31, 2026 to 86.0% from 87.7% for the three months ended March 31, 2025. The three months ended March 31, 2026 benefited from a one-time adjustment in royalty expense.
Previous wording
Selling and operating expenses. Selling and operating expenses increased $2.5 million, or 13.8%, to $20.6 million during the three months ended September 30, 2025, compared to $18.1 million for the three months ended September 30, 2024, driven primarily by an increase in marketing expense. As a percentage of net revenues, selling and operating expenses decreased to 82.4% for the three months ended September 30, 2025 compared to 82.2% for the three months ended September 30, 2024.
Current wording
Selling and operating expenses. Selling and operating expenses stayed flat at $20.0 million during the three months ended March 31, 2026, compared to $20.0 million for the three months ended March 31, 2025. As a percentage of net revenues, selling and operating expenses decreased to 82.3% for the three months ended March 31, 2026 compared to 84.0% for the three months ended March 31, 2025.
Previous wording
Corporate, general and administration expenses. Corporate, general and administration expenses increased $0.2 million to $2.2 million for three months ended September 30, 2025 from $2.0 million for three months ended September 30, 2024. As a percentage of net revenues, these expenses decreased to 9.0% for the three months ended September 30, 2025 from 9.1% for the three months ended September 30, 2024. The increase was primarily driven by legal fees, contract services, and higher incentive compensation costs, expenses during the three months ended September 30, 2025.
Current wording
Corporate, general and administration expenses. Corporate, general and administration expenses increased $0.4 million to $2.3 million for three months ended March 31, 2026 from $1.9 million for three months ended March 31, 2025. As a percentage of net revenues, these expenses increased to 9.6% for the three months ended March 31, 2026 from 8.0% for the three months ended March 31, 2025. The increase was primarily driven by legal fees, accounting and audit fees, and higher incentive compensation costs during the three months ended March 31, 2026.
Previous wording
Our member base reflects seasonal variations driven primarily by periods when consumers typically spend more time indoors and, as a result, tend to increase their viewing, similar to those of traditional TV and cable networks. We have generally experienced the greatest member growth in the fourth and first quarters (October through February), and slowest during May through August. This drives quarterly variations in our spending on member acquisition efforts and the number of net new subscribers we add each quarter but does not result in a corresponding seasonality in net revenue. As we continue to expand internationally, we expect regional seasonality trends to demonstrate more predictable seasonal patterns as our service offering in each market becomes more established and we have a longer history to assess such patterns.
Current wording
Our revenues and results of operations have fluctuated in the past, and will likely continue to fluctuate, on a quarterly basis. Such fluctuation is the result of a seasonal pattern that reflects variations when consumers are typically spending more time indoors and, as a result, tend to increase their viewing, similar to those of general video streaming services. This drives quarterly variations in our spending on member acquisition efforts and affects the net subscriber change 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.
Previous wording
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.
Current wording
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 as needed.
Previous wording
As described in Note 10, on September 30, 2025, Gaia entered into a cost method investment for $2 million according to ASC 321. The Company has less than 10% ownership and does not have significant influence over the investee as there is no representation on the investee's board of directors, no participation in policy-making decisions, and no material intercompany transactions. The initial valuation of this investment will be made at historical cost and adjusted only for impairment or observable price changes from comparable transactions. No unrealized gain/loss will be recognized unless an observable transaction occurs. The investment will be subject to impairment testing and any permanent declines in value will be recognized in net income.
Current wording
On September 30, 2025, Gaia entered into a cost method investment in Orion Architect LLC (“Orion”) for $2 million according to ASC Topic 321. The Company has less than 10% ownership and does not have significant influence over the investee as there is no representation on the investee's board of directors, no participation in policy-making decisions, and no material intercompany transactions. The initial valuation of this investment will be made at historical cost and adjusted only for impairment or observable price changes from comparable transactions. No unrealized gain/loss will be recognized unless an observable transaction occurs. The investment will be subject to impairment testing and any permanent declines in value will be recognized in net income.
Previous wording
Our budgeted content and capital expenditures for the remainder of 2025 are expected to be between $4.0 million to $6.0 million which we intend to fund with cash flows generated from operations. These planned expenditures will be predominately utilized to expand our content library and build out the capabilities of our digital platforms. The planned expenditures are discretionary and, with our in-house production capabilities, we have the ability to scale expenditures based on the available cash flows from operations. We began to generate positive cash flows from operations in 2020 and have continued to generate cash flows from operations since. We expect to continue generating positive cash flows from operations during the remainder of 2025. We generated approximately $3.9 million in cash flows from operations during the nine months ended September 30, 2025. As of September 30, 2025, our cash balance was $14.2 million.
Current wording
We began to generate positive cash flows from operations in 2020 and have continued to generate positive cash flows from operations each subsequent quarter. We expect to continue generating positive cash flows from operations during 2026. We generated approximately $1.5 million in cash flows from operations during three months ended March 31, 2026, which helped fund the ongoing investment in our content library and the technology platform we use to deliver the content to our members.
Previous wording
As described in Note 11, in April 2024, the Company entered into a series of transactions with its subsidiary, Igniton, Inc., a Colorado corporation (“Igniton”), and a third-party entity to purchase a perpetual license for a total of $16.2 million of consideration comprised of $10.2 million of cash and $5.0 million of common stock of Igniton and $1.0 million of the Company’s equity security investment in Telomeron (the “License Purchase”). The license allows the Company to utilize the technology developed by the third party. This license is being recorded within the Technology license, net line item on the Condensed Consolidated Balance Sheets. The License Purchase was primarily funded through an equity financing through Igniton, which raised $6.8 million of cash and $5.0 million in Igniton stock issuance from third-party investors.
Current wording
As described in Note 11, in April 2024, the Company's subsidiary, Igniton, Inc., a Colorado corporation (“Igniton”), purchased a royalty free perpetual license for $16.2. This license is recorded within the Technology license, net line item on the consolidated balance sheets.
Previous wording
While there can be no assurances, we believe our cash on hand, our cash expected to be generated from operations, our potential additional borrowing capabilities now that we have a history of generating positive operating cash flows, and our potential capital raising capabilities will be sufficient to fund our operations on both a short-term and long-term basis. However, our projected cash needs may change as a result of acquisitions, product development, unforeseen operational difficulties, or other factors.
Current wording
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.
Previous wording
Three months ended September 30, 2025 compared to three months ended September 30, 2024
Current wording
The three months ended March 31, 2026 compared to three months ended March 31, 2025
Previous wording
Operating activities. Cash flows provided by operations decreased approximately $0.1 million during the three months ended September 30, 2025 compared to the same period in 2024. The decrease was driven by changes in earnings, timing of working capital and changes in other liabilities.
Current wording
Operating activities. Cash flows provided by operations increased approximately $0.2 million during the three months ended March 31, 2026 compared to the same period in 2025. The increase was driven by changes in earnings and the timing of working capital.
Previous wording
Investing activities. Cash flows used in investing activities increased approximately $2.6 million during the three months ended September 30, 2025 compared to the same period in 2024. The increase was primarily driven by investment purchases during the three months ended September 30, 2025.
Current wording
Investing activities. Cash flows used in investing activities increased approximately $0.8 million during the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily driven by purchases related to other fixed assets during the three months ended March 31, 2026.
Previous wording
Financing activities. Cash flows provided by financing activities increased $4.0 million during the three months ended September 30, 2025 compared to the same period in 2024 due to an equity raise related to Igniton of $3.9 million, net during the three months ended September 30, 2025.
Current wording
Financing activities. Cash flows provided by financing activities decreased $7.0 million during the three months ended March 31, 2026 compared to the same period in 2025 due to proceeds from the issuance of common stock during the three months ended March 31, 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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,”
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Three months ended September 30, 2025 compared to three months ended September 30, 2024