gety-20240630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

GETTY IMAGES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

001-41453

(Commission

File Number)

87-3764229

(I.R.S. Employer

Identification Number)

605 5th Ave S. Suite 400

Seattle, WA 98104

(Address of principal executive offices) (Zip Code)

(206) 925-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock

GETY

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 5, 2024, 410,415,289 shares of Class A common stock, par value $0.0001 per share, of Getty Images Holdings, Inc. were issued and outstanding.

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GETTY IMAGES HOLDINGS, INC.

Form 10-Q
For the Quarter Ended June 30, 2024
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		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of J une 3 0 , 2024 and December 31, 2023	1

	Condensed Consolidated Statements of Operations for the Three and S ix Months Ended Ju ne 3 0 , 2024 and 2023	2

	Condensed Consolidated Statements of Comprehensive Income (L oss) for the Three and Six Months Ended June 3 0 , 2024 and 2023	3

	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 3 0 , 2024 and 2023	4

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2024 and 2023	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sale of Equity and Use of Proceeds	36

Item 5.	Other Information	36

Item 6.	Exhibits	36

SIGNATURES		37

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value data)
(Unaudited)


	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	121,702	$	136,623
Restricted cash	4,530		4,227
Accounts receivable – net of allowance of $6,475 and $6,526, respectively	121,293		138,730
Prepaid expenses	13,820		15,798
Insurance recovery receivable	46,491		48,615
Taxes receivable	9,951		9,758
Other current assets	12,615		11,253
Total current assets	330,402		365,004
Property and equipment, net	179,272		179,378
Operating lease right-of-use assets	36,498		41,098
Goodwill	1,514,752		1,501,814
Intangible assets, net of accumulated amortization	397,928		403,805
Deferred income taxes, net	69,120		69,400
Other assets	38,563		41,262
Total assets	$	2,566,535	$	2,601,761

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	96,823	$	102,525
Accrued expenses	48,332		43,653
Income taxes payable	10,420		11,325
Litigation reserves	100,847		98,149
Deferred revenue	169,396		176,349
Total current liabilities	425,818		432,001
Long-term debt, net	1,349,391		1,398,658
Lease liabilities	34,223		39,858
Deferred income taxes, net	30,024		21,580
Uncertain tax positions	22,919		24,772
Other long-term liabilities	1,951		3,462
Total liabilities	1,864,326		1,920,331
Commitments & contingencies (Note 12)

Stockholders' equity:

Class A common stock, $0.0001 par value: 2.0 billion shares authorized; 410.1 million shares issued and outstanding as of June 30, 2024 and 405.0 million shares issued and outstanding as of December 31, 2023	41		40
Additional paid-in capital	2,005,180		1,983,276
Accumulated deficit	(1,245,713)		(1,263,015)
Accumulated other comprehensive loss	(105,478)		(87,076)
Total Getty Images Holdings, Inc. stockholders’ equity	654,030		633,225
Non-controlling interest	48,179		48,205
Total stockholders’ equity	702,209		681,430
Total liabilities and stockholders’ equity	$	2,566,535	$	2,601,761

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GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	229,140	$	225,675	$	451,418	$	461,317

Operating expenses:
Cost of revenue (exclusive of depreciation and amortization)	$	63,097	$	63,354	$	123,353	$	126,640
Selling, general and administrative expenses	101,232		101,454		202,176		203,677
Depreciation	14,689		13,540		29,049		26,563
Amortization	592		7,260		1,126		14,467
Loss on litigation	2,792		6,269		4,814		6,441

Other operating expenses – net	280		332		3,408		611
Total operating expenses	182,682		192,209		363,926		378,399
Income from operations	46,458		33,466		87,492		82,918

Other (expense) income, net:
Interest expense	(33,890)		(31,683)		(66,614)		(62,180)
Loss on fair value adjustment for swaps – net	—		(640)		(1,459)		(2,725)
Unrealized foreign exchange gains (loss) – net	2,439		(3,165)		18,861		(14,087)


Other non-operating income – net	1,180		634		2,695		1,122
Total other expense – net	(30,271)		(34,854)		(46,517)		(77,870)
Income (loss) before income taxes	16,187		(1,388)		40,975		5,048
Income tax expense	(12,498)		(2,889)		(23,699)		(6,122)

Net income (loss)	3,689		(4,277)		17,276		(1,074)
Less:
Net (loss) income attributable to non-controlling interest	(158)		(214)		(26)		293


Net income (loss) attributable to Getty Images Holdings, Inc.	$	3,847	$	(4,063)	$	17,302	$	(1,367)

Net income (loss) per share attributable to Class A Getty Images Holdings, Inc. common stockholders:
Basic	$	0.01	$	(0.01)	$	0.04	$	—
Diluted	$	0.01	$	(0.01)	$	0.04	$	—

Weighted-average Class A common shares outstanding:
Basic	408,989,273		397,417,290		407,312,262		396,368,132
Diluted	414,439,239		397,417,290		414,666,363		396,368,132

See notes to unaudited condensed consolidated financial statements.

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GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income (loss)	$	3,689	$	(4,277)	$	17,276	$	(1,074)
Other comprehensive (loss) income:
Net foreign currency translation adjustment (losses) gains	(2,796)		2,417		(18,402)		10,797
Comprehensive income (loss)	893		(1,860)		(1,126)		9,723
Less: Comprehensive (loss) gain attributable to non-controlling interest	(158)		(214)		(26)		293
Comprehensive income (loss) attributable to Getty Images Holdings, Inc.	$	1,051	$	(1,646)	$	(1,100)	$	9,430

See notes to unaudited condensed consolidated financial statements.

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GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)


	Class A Common Stock			Additional Paid-In Capital	Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Getty Images Holdings, Inc. Stockholders’ Equity		Non-controlling Interest		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2023	404,970,787	$	40		$	1,983,276	$	(1,263,015)	$	(87,076)	$	633,225	$	48,205	$	681,430
Net income	—	—			—		13,455		—		13,455		132		13,587
Net foreign currency translation adjustment losses in comprehensive income	—	—			—		—		(15,606)		(15,606)		—		(15,606)
Issuance of common stock in connection with equity-based compensation arrangements	2,904,154	1			2,195		—		—		2,196		—		2,196
Common shares withheld for settlement of taxes in connection with equity-based compensation	(570,708)	—			(2,492)		—		—		(2,492)		—		(2,492)
Equity-based compensation activity	—	—			10,030		—		—		10,030		—		10,030
Balance at March 31, 2024	407,304,233	$	41		$	1,993,009	$	(1,249,560)	$	(102,682)	$	640,808	$	48,337	$	689,145
Net income (loss)	—	—			—		3,847		—		3,847		(158)		3,689
Net foreign currency translation adjustment losses in comprehensive income	—	—			—		—		(2,796)		(2,796)		—		(2,796)
Issuance of common stock in connection with equity-based compensation arrangements	1,692,292	—			3,061		—		—		3,061		—		3,061
Common shares withheld for settlement of taxes in connection with equity-based compensation	(37,290)	—			(133)		—		—		(133)		—		(133)
Issuance of shares in connection with acquisition	1,189,061	—			4,875		—		—		4,875		—		4,875
Equity-based compensation activity	—	—			4,368		—		—		4,368		—		4,368
Balance at June 30, 2024	410,148,296	$	41		$	2,005,180	$	(1,245,713)	$	(105,478)	$	654,030	$	48,179	$	702,209

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	Class A Common Stock			Additional Paid-In Capital	Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Getty Images Holdings, Inc. Stockholders’ Equity		Non-controlling Interest		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2022	394,771,254	$	39		$	1,936,324	$	(1,282,354)	$	(108,928)	$	545,081	$	47,967	$	593,048
Net income	—	—			—		2,696		—		2,696		507		3,203
Net foreign currency translation adjustment gains in comprehensive income	—	—			—		—		8,380		8,380		—		8,380
Issuance of common stock in connection with equity-based compensation arrangements	2,081,832	—			2,639		—		—		2,639		—		2,639
Equity-based compensation activity	—	—			6,840		—		—		6,840		—		6,840
Balance at March 31, 2023	396,853,086	$	39		$	1,945,803	$	(1,279,658)	$	(100,548)	$	565,636	$	48,474	$	614,110
Net loss	—	—			—		(4,063)		—		(4,063)		(214)		(4,277)
Net foreign currency translation adjustment gains in comprehensive income	—	—			—		—		2,417		2,417		—		2,417
Issuance of common stock in connection with equity-based compensation arrangements	2,552,970	1			2,258		—		—		2,259		—		2,259
Common shares withheld for settlement of taxes in connection with equity-based compensation	(579,644)				(2,993)						(2,993)				(2,993)
Equity-based compensation activity	—	—			12,120		—		—		12,120		—		12,120
Balance at June 30, 2023	398,826,412	$	40		$	1,957,188	$	(1,283,721)	$	(98,131)	$	575,376	$	48,260	$	623,636

See notes to unaudited condensed consolidated financial statements.

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GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	17,276	$	(1,074)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	29,049		26,563
Amortization	1,126		14,467
Unrealized exchange (losses) gains on foreign denominated debt	(15,128)		9,065
Equity-based compensation	13,148		18,009
Deferred income taxes – net	8,725		(5,796)
Uncertain tax positions	(1,854)		(3,010)
Non-cash fair value adjustment for swaps - net	1,459		2,725
Amortization of debt issuance costs	1,283		1,960
Non-cash operating lease costs	6,049		3,920
Other	1,494		1,524
Changes in assets and liabilities:
Accounts receivable	14,391		6,706
Accounts payable	(5,440)		1,420
Accrued expenses	3,400		(5,243)
Insurance recovery receivable	2,124		—
Litigation reserves	2,699		—
Lease liabilities, non-current	(6,118)		(4,215)
Income taxes receivable/payable	(3,965)		(1,163)
Interest payable	(2)		(130)
Deferred revenue	(3,058)		5,616
Other	1,313		2,439
Net cash provided by operating activities	67,971		73,783

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(29,833)		(29,452)

Acquisition of a business, net of cash acquired	(14,906)		—
Net cash used in investing activities	(44,739)		(29,452)

CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issuance costs	(2,205)		(1,137)

SEC Form 10-Q filed by Getty Images Holdings Inc.