GAIA, INC. Restates Financials, Cites Internal Control Weakness
Ticker: GAIA · Form: 8-K · Filed: Mar 27, 2024 · CIK: 1089872
Sentiment: bearish
Topics: accounting-restatement, internal-controls, financial-reporting
Related Tickers: GAIA
TL;DR
GAIA's financials are toast - don't trust 'em. Big internal control mess.
AI Summary
On March 21, 2024, GAIA, INC. announced that its previously issued financial statements for the fiscal year ended December 31, 2023, and the related audit report and interim review, should no longer be relied upon. This is due to a material weakness identified in internal control over financial reporting.
Why It Matters
This filing indicates potential issues with GAIA, INC.'s financial reporting accuracy, which could impact investor confidence and stock valuation.
Risk Assessment
Risk Level: high — The non-reliance on previously issued financial statements suggests significant issues with the company's financial reporting integrity.
Key Players & Entities
- GAIA, INC. (company) — Registrant
- March 21, 2024 (date) — Date of earliest event reported
- December 31, 2023 (date) — Fiscal year end for previously issued financial statements
FAQ
What specific financial statements are affected by this announcement?
The financial statements for the fiscal year ended December 31, 2023, are affected.
What is the primary reason for not relying on the previously issued financial statements?
A material weakness in internal control over financial reporting has been identified.
When was the earliest event reported in this filing?
The earliest event reported was on March 21, 2024.
What type of SEC filing is this?
This is a Form 8-K, a Current Report.
What is GAIA, INC.'s state of incorporation?
GAIA, INC. is incorporated in Colorado.
Filing Stats: 2,087 words · 8 min read · ~7 pages · Grade level 15.3 · Accepted 2024-03-27 16:49:44
Key Financial Figures
- $0 — alance was paid off and the loan was at $0. Shortly thereafter, in November 2022 a
- $100.0 million — l property with an agreed upon value of $100.0 million and the Company paid Exagon $10.0 milli
- $10.0 million — 0.0 million and the Company paid Exagon $10.0 million in exchange for the 10% equity ownershi
Filing Documents
- ef20025364_form8k.htm (8-K) — 43KB
- ef20025364_ex99-1.htm (EX-99.1) — 269KB
- logo1.jpg (GRAPHIC) — 3KB
- 0001140361-24-015659.txt ( ) — 470KB
- gaia-20240321.xsd (EX-101.SCH) — 4KB
- gaia-20240321_lab.xml (EX-101.LAB) — 21KB
- gaia-20240321_pre.xml (EX-101.PRE) — 16KB
- ef20025364_form8k_htm.xml (XML) — 4KB
02
Item 2.02. Results of Operations and Financial Condition. On March 27, 2024, Gaia, Inc. (the "Company") issued a press release announcing results for its quarter and year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
02
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. The restatements described below have been incorporated in the information contained in the press release furnished as Exhibit 99.1 hereto. On March 21, 2024, the Audit Committee (the "Audit Committee") of the Board of Directors of the Company, after discussion with the Company's management and its current independent registered public accounting firm, Frank, Rimerman + Co. LLP, concluded that the Company's audited and unaudited consolidated financial statements for the year ended December 31, 2022 and each of its interim periods ended March 31, 2022 through September 30, 2023 (the "Non-Reliance Periods") included in the associated Annual Report on Form 10-K and Quarterly Reports on Forms 10-Q for each of the Non-Reliance Periods, filed with the U.S. Securities and Exchange Commission (the "SEC"), should no longer be relied upon due to the errors described below and should be restated. In preparation of the December 31, 2023 consolidated financial statements, the Company identified certain prior period misstatements in relation to the Company's consolidated financial statements as of and for each of the Non-Reliance Periods. As a result of the errors described below, the audited and unaudited consolidated financial statements for each of the Non-Reliance Periods, and the related audit report of the Company's previous independent registered public accounting firm, Armanino LLP, should no longer be relied upon. Similarly, any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing the Company's consolidated financial statements and other related financial information covering the Non-Reliance Periods should no longer be relied upon. The Company will disclose in its Annual Report on Form 10-K for the year ended December 31, 2023 the restated consolidated financial sta
Forward-Looking Statements
Forward-Looking Statements : This Current Report on Form 8-K 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. Forward-looking statements include, without limitation, the Company's plans related to restatement of the financial statements as of and for each of the Non-Reliance Periods; 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 devise 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, including the coronavirus (COVID-19) pandemic and our response to it; and other risks and uncertainties included in our filings with the SEC. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by forward-looking statements, including the outcome of the Company'
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, issued by Gaia on March 27, 2024. 104 Cover Page Interactive Data File (formatted as inline XBRL).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Gaia, Inc. March 27, 2024 /s/ Ned Preston Name: Ned Preston Title: Chief Financial Officer