UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 27, 2017
GAIA, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado |
|
000-27517 |
|
84-1113527 |
(State or Other Jurisdiction |
|
(Commission File |
|
(IRS Employer |
|
||||
833 West Boulder Road, Louisville, CO 80027-2452 |
||||
(Address of Principal Executive Offices; Zip Code) |
||||
|
||||
Registrant’s telephone number, including area code: (303) 222-3600 |
||||
|
||||
|
||||
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.02 |
Results of Operations and Financial Condition |
On February 27, 2017, Gaia, Inc. issued a press release announcing results for its quarter ended and December 31, 2016. A copy of the press release is attached as Exhibit 99.1.
This Current Report on Form 8-K and the earnings press release attached hereto are being furnished by Gaia pursuant to Item 2.02 “Results of Operations and Financial Condition.” In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. In addition, this information shall not be deemed incorporated by reference into any of the Registrant’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
|
|
|
|
Exhibit No. |
|
Description of Exhibit |
|
|
|
||
99.1 |
|
Press Release issued by Gaia on February 27, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GAIA, INC.
By: /s/ Paul Tarell
Name: Paul Tarell
Title: Chief Financial Officer
Date: February 27, 2017
Exhibit 99.1
Gaia Reports Fourth Quarter and Full Year 2016 Results
Paying Subscribers Increase 52% in 2016
BOULDER, CO, February 27, 2017 — Gaia, Inc. (NASDAQ: GAIA), a leading conscious media video subscription service, reported financial results for the fourth quarter and full year ended December 31, 2016.
Fourth Quarter 2016 vs. Same Year-Ago Quarter
|
▪ |
52% subscriber growth generated 40% increase in streaming revenues |
|
▪ |
Gross margin up 360 basis points to 85.7% |
2016 vs. 2015
|
▪ |
Subscriber count grew 52% to 202,000 with 37% increase in streaming revenues |
|
▪ |
Gross margin up 280 basis points to 83.5% |
“Our fourth quarter results closed out a strong 2016 that exceeded our internal expectations,” said Jirka Rysavy, Gaia’s chairman and CEO. “We surpassed our revenue and subscriber growth targets for the year, improved gross margin well past our 80% target, and maintained our investment discipline to keep our pre-tax loss below the $17 million projection.”
In October 2016, gaia.com was relaunched with an entirely new technology stack at its core. The new site was built to optimize the speed and performance of streaming video playback, provide a unique and personalized experience for every subscriber, leverage search engine optimization to enhance organic traffic, and provide the foundation for expansion into foreign languages. With the improvements to the new site, international coverage has increased, with paid subscribers in over 140 countries.
Fourth Quarter 2016 Financial Results
Please note, reported results for both the fourth quarter and full year are from continuing operations and exclude the results of discontinued operations for all periods presented (specifically the branded consumer product business and Natural Habitat), except for certain disposition and separation costs, which continued in the third quarter, and costs associated with transition services, which ended on September 30, 2016.
Total net revenues in the fourth quarter of 2016 increased 33% to $4.8 million from $3.6 million in the same year-ago quarter. This was due to 40% growth in streaming revenue, which was driven by a 52% increase in paid subscribers.
Gross profit in the fourth quarter increased 39% to $4.1 million compared to $2.9 million in the year-ago quarter. Gross margin increased 360 basis points to 85.7% from 82.1% in the fourth quarter of 2015 due to increased revenues, continued leverage streaming costs and our media library.
Total expenses in the fourth quarter were $9.4 million compared to $6.3 million in the year-ago quarter. The increase was primarily due to additional selling and operating expenses associated with the planned acceleration of subscriber growth in the fourth quarter and into 2017.
Loss before income taxes was $(5.5) million compared to $(3.4) million in the year-ago quarter. Net loss from continuing operations in the fourth quarter was $(3.4) million or $(0.23) per share, compared to $(3.4) million or $(0.14) per share in the year-ago quarter. The 2016 per share amounts reflect the repurchase of approximately 40% of our outstanding shares in July 2016.
1
Exhibit 99.1
2016 Financial Results
Total net revenues in 2016 increased 28% to $17.2 million from $13.5 million in 2015 due to 37% growth in streaming revenue. Gaia’s paying subscriber count at the end of 2016 grew 52% to 202,000 compared to 133,000 at the end of 2015.
Gross profit in 2016 increased 33% to $14.4 million compared to $10.9 million in 2015. Gross margin increased 280 basis points to 83.5% from 80.7% in 2015 due to increased revenues, continued leverage on streaming costs and our media library.
Total expenses in 2016 were $31.0 million compared to $19.6 million in 2015 due to additional selling and operating expenses associated with increased customer acquisition efforts, costs attributable to the re-branding of Gaia, an increase in headcount, and one-time costs of business separation activities and transition services.
Net loss from continuing operations in 2016 was $(10.8) million or $(0.54) per share, compared to $(9.0) million or $(0.37) per share in 2015. The 2016 per share amounts reflect the repurchase of approximately 40% of our outstanding shares in July 2016.
Net income in 2016 was $87.1 million or $4.39 per share, compared to a loss of $(11.7) million or $(0.48) per share.
At December 31, 2016, Gaia had $54.0 million in cash, no debt and unencumbered ownership of its 12-acre, 150,000 square foot campus.
Conference Call
Gaia is hosting a conference call today, February 27, 2017, beginning at 4:30 p.m. ET (2:30 p.m. MT). The conference call dial-in numbers are (888) 576-4398 (or (719) 325-2362 for international callers), passcode 9700506. Questions will be reserved for analysts and investors. If you have any difficulty connecting with the conference call, please contact Liolios at (949) 574-3860. Following the completion of today’s conference call, a replay will be available until March 13, 2017 by dialing (844) 512-2921 (or (412) 317-6671 for international callers), passcode 9700506.
About Gaia
Gaia is a global digital video streaming service and online community that provides curated conscious media in three primary channels: Seeking Truth, Transformation and Yoga, to its subscribers in over 140 countries. Over 90% of its 7,700 titles are available for streaming exclusively on Gaia through most devices connected to the Internet and approximately 80% of the views are generated by content produced or owned by Gaia. For more information about Gaia, visit www.gaia.com.
Forward-Looking Statements
This press release includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “believe,” “will,” or comparable terminology or by discussions of strategy. While Gaia believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, history of operating losses, general economic conditions, competition, changing consumer preferences, acquisitions, new initiatives undertaken by us, and other risks and uncertainties included in Gaia’s filings with the Securities and Exchange Commission. Gaia assumes no duty to update any forward-looking statements.
2
Exhibit 99.1
Contacts
Paul Tarell
Gaia, Inc.
(303) 222-3330
Paul.Tarell@gaia.com
Cody Slach
Liolios Investor Relations
(949) 574-3860
GAIA@liolios.com
3
Exhibit 99.1
Condensed consolidated balance sheets
|
|
December 31, |
|
|||||
(in thousands) |
|
2016 |
|
|
2015 |
|
||
ASSETS |
|
(unaudited) |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
54,027 |
|
|
$ |
1,266 |
|
Accounts receivable |
|
|
554 |
|
|
|
465 |
|
Prepaid expenses and other current assets |
|
|
1,303 |
|
|
|
729 |
|
Current assets of discontinued operations |
|
|
— |
|
|
|
68,860 |
|
Total current assets |
|
|
55,884 |
|
|
|
71,320 |
|
Building and land, net |
|
|
16,896 |
|
|
|
17,786 |
|
Media library, software and equipment, net |
|
|
12,861 |
|
|
|
11,738 |
|
Goodwill |
|
|
10,609 |
|
|
|
10,609 |
|
Investments and other assets |
|
|
10,946 |
|
|
|
1,756 |
|
Noncurrent assets of discontinued operations |
|
|
— |
|
|
|
15,333 |
|
Total assets |
|
$ |
107,196 |
|
|
$ |
128,542 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
6,672 |
|
|
$ |
6,081 |
|
Deferred revenue |
|
|
2,434 |
|
|
|
1,454 |
|
Current liabilities of discontinued operations |
|
|
— |
|
|
|
32,214 |
|
Total current liabilities |
|
|
9,106 |
|
|
|
39,749 |
|
Deferred taxes |
|
553 |
|
|
|
— |
|
|
Contingencies |
|
|
|
|
|
|
|
|
Total equity |
|
|
97,537 |
|
|
|
88,793 |
|
Total liabilities and equity |
|
$ |
107,196 |
|
|
$ |
128,542 |
|
4
Exhibit 99.1
Condensed consolidated statements of operations
|
|
For the Three Months Ended December 31, |
|
|
For the Year Ended December 31, |
|
||||||||||
(in thousands, except per share data) |
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
Net revenues |
|
(unaudited) |
|
|
(unaudited) |
|
||||||||||
Streaming |
|
$ |
4,095 |
|
|
$ |
2,919 |
|
|
$ |
14,736 |
|
|
$ |
10,752 |
|
DVD subscription and other |
|
|
662 |
|
|
|
648 |
|
|
|
2,511 |
|
|
|
2,707 |
|
Total net revenues |
|
|
4,757 |
|
|
|
3,567 |
|
|
|
17,247 |
|
|
|
13,459 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Streaming |
|
|
617 |
|
|
|
557 |
|
|
|
2,567 |
|
|
|
2,262 |
|
DVD subscription and other |
|
|
65 |
|
|
|
80 |
|
|
|
275 |
|
|
|
335 |
|
Total cost of revenues |
|
|
682 |
|
|
|
637 |
|
|
|
2,842 |
|
|
|
2,597 |
|
Gross profit |
|
|
4,075 |
|
|
|
2,930 |
|
|
|
14,405 |
|
|
|
10,862 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and operating |
|
|
7,973 |
|
|
|
3,667 |
|
|
|
24,960 |
|
|
|
13,079 |
|
Corporate, general and administration |
|
|
1,408 |
|
|
|
2,600 |
|
|
|
6,020 |
|
|
|
6,494 |
|
Total operating expenses |
|
|
9,381 |
|
|
|
6,267 |
|
|
|
30,980 |
|
|
|
19,573 |
|
Loss from operations |
|
|
(5,306 |
) |
|
|
(3,337 |
) |
|
|
(16,575 |
) |
|
|
(8,711 |
) |
Interest and other (expense) income, net |
|
|
(218 |
) |
|
|
(29 |
) |
|
|
(351 |
) |
|
|
(311 |
) |
Loss before income taxes |
|
|
(5,524 |
) |
|
|
(3,366 |
) |
|
|
(16,926 |
) |
|
|
(9,022 |
) |
Income tax benefit |
|
|
(2,103 |
) |
|
|
(3 |
) |
|
|
(6,144 |
) |
|
|
(3 |
) |
Loss from continuing operations |
|
|
(3,421 |
) |
|
|
(3,363 |
) |
|
|
(10,782 |
) |
|
|
(9,019 |
) |
Income (loss) from discontinued operations, net of tax |
|
|
106 |
|
|
|
5,480 |
|
|
|
97,848 |
|
|
|
(2,687 |
) |
Net income (loss) |
|
$ |
(3,315 |
) |
|
$ |
2,117 |
|
|
$ |
87,066 |
|
|
$ |
(11,706 |
) |
Income (loss) per share—basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.23 |
) |
|
$ |
(0.13 |
) |
|
$ |
(0.54 |
) |
|
$ |
(0.37 |
) |
Discontinued operations |
|
|
0.01 |
|
|
|
0.22 |
|
|
|
4.93 |
|
|
|
(0.11 |
) |
Basic and diluted net income (loss) per share |
|
$ |
(0.22 |
) |
|
$ |
0.09 |
|
|
$ |
4.39 |
|
|
$ |
(0.48 |
) |
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
15,148 |
|
|
|
24,626 |
|
|
|
19,850 |
|
|
|
24,510 |
|
5