XML 25 R18.htm IDEA: XBRL DOCUMENT
v3.26.1

Goodwill and Investment and Other Assets, Net | 3 Months Ended
--- | ---
Mar. 31, 2026
Goodwill and Intangible Assets Disclosure [Abstract] |
Goodwill and Investment and Other Assets, Net | 10. Goodwill and Investment and Other Assets, Net Goodwill We perform a qualitative test for goodwill impairment any time there is a triggering event and at least annually and determined that goodwill was not impaired. Goodwill was $34.0 million as of March 31, 2026 and as of December 31, 2025. On September 30, 2025, Gaia completed an acquisition of UTV L.L.C. (“UTV”), in accordance with ASC Topic 805 Business Combinations for a purchase price of $2.5 million, of which $0.5 million was accrued for as a liability as of March 31, 2026, and will be settled in cash during 2026. This transaction resulted in $2.0 million of goodwill which is expected to be deductible for tax purposes and $0.5 million of assets including acquired media and customer relationships intangibles. The Company entered into this transaction to acquire content, expand market presence, increase member base, and market to a core growth audience focused on conscious lifestyle. There were no other adjustments to goodwill during the period. There was no impairment of goodwill during the three months ended March 31, 2026 and 2025. The following table presents unaudited pro forma revenue and earnings for the three months ended March 31, 2025 and are based on the individual historical results of UTV and Gaia, with adjustments to give effect as if the acquisition had occurred on January 1, 2024 after giving effect to certain adjustments, including the amortization of intangible assets and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market values at the date of purchase:
|  | For the Three Months Ended March 31, |
(in thousands) |  | 2025 |
Revenues, net |  | $ | 24,501 |
Net loss |  | $ | (1,068 | )
The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated as of January 1, 2024. Furthermore, such pro forma information is not necessarily indicative of future operating results of the combined companies and should not be construed as representative of the operating results of the combined companies for any future dates or periods. 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. Other intangible assets, net include customer-related intangible assets amortized on a straight-line basis over 24 and 48 months and domain names. Investments and other assets, net consist of the following as of March 31, 2026 and December 31, 2025:
|  | As of March 31, |  |  | December 31, |
(in thousands) |  | 2026 |  |  | 2025 |
Investments |  | $ | 7,654 |  |  | $ | 7,540 |
Other intangible assets, net |  |  | 893 |  |  |  | 948 |
Investments and other intangible assets, net |  | $ | 8,547 |  |  | $ | 8,488 |
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 intangible assets, net on the accompanying condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025:
(in thousands) |  | March 31, 2026 |  |  | December 31, 2025 |
Amortizable Intangible Assets |  |  |  |  |  |
Customer relationships |  | $ | 2,440 |  |  | $ | 2,440 |
Accumulated amortization |  |  | (2,110 | ) |  |  | (2,055 | )
Customer relationships, net |  | $ | 330 |  |  | $ | 385 |
Tradenames |  | $ | 270 |  |  | $ | 270 |
Accumulated amortization |  |  | (270 | ) |  |  | (270 | )
Tradenames, net |  | $ | — |  |  | $ | — |
Unamortized Intangible Assets |  |  |  |  |  |
Domain names |  | $ | 563 |  |  | $ | 563 |
Other intangible assets, net |  | $ | 893 |  |  | $ | 948 |
The customer related intangible assets are amortized on a straight-line basis over 24 and 48 months. Amortization expense wa s $55 thousand and $142 thousand for three months ended March 31, 2026 and 2025, respectively. Amortization expenses are included in selling and operating expense, and corporate, general and administration expense in the accompanying consolidated statements of operations. Weighted-average remaining useful life for these intangible assets is 18 months. Future amortization of our amortizable intangible assets as of March 31, 2026 is expected to be $165 thousand and $165 thousand for the remainder of the year ended December 31, 2026 and December 31, 2027, respectively. On September 30, 2025, Gaia entered into a cost method investment in Orion Architect LLC (“Orion”) for $2 million in accordance with ASC Topic 321. Following the close of the investment, the Company holds less than 10% ownership of the investee. The Company 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 was made at historical cost and will only be adjusted 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 is recognized in net income. During the three months ended March 31, 2026, no impairment was recognized.

X
- References No definition available. + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-30/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-20/tableOfContent + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration